Terms and Policies

Asana User Terms of Service

Effective Date: November 14, 2017

IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE SERVICES PROVIDED BY ASANA ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW. These User Terms of Service (the “Terms”) create a legal agreement between you (a “User”) and Asana, Inc. (“Asana,” “we,” “our”). These Terms govern your use of the services, software and websites (together, the “Services”) provided by Asana. By accessing or using the Services, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms, our Acceptable Use Policy, and our Privacy Policy. If you do not agree to these Terms, then you have no right to access or use the Services. Organizations or other third parties that have paid for a subscription to Asana for use by their team (“Customers”) must separately agree to our Subscriber Agreement or enter into a written agreement with us (in either case, “Subscriber Agreement”). That Subscriber Agreement permits Customers to create and configure teams and invite others (“End Users”) to join. If you have been invited to a team created by a Customer, you acknowledge and agree that the Customer owns all content that you submit or upload to the Services and controls your use of the Services in accordance with applicable local laws, including but not limited to adding or removing you from a team, enabling or disabling third-party integrations, managing permissions, and accessing, modifying, or removing content that you submit or upload to the Services. We may, from time to time, modify these Terms. Please check this page periodically for updates. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the Mandatory Arbitration and Class Action Waiver section of these Terms. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.

1. ELIGIBILITY AND SCOPE

1.1 Eligibility. To use the Services you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If Asana has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.

1.2 Use Outside the United States of America. The Services are controlled and operated by Asana from its offices in the United States of America. Asana makes no representations that the Services are appropriate for use in other locations. Those who access or use the Services from other locations do so at their own risk and are responsible for compliance with local law. Asana may offer services in other jurisdictions in which case a different version of these Terms may apply and will be presented to you on such services.

2. ACCOUNT REGISTRATION AND USE

2.1 Account Registration and Confidentiality. To access the Services, you must register for an Asana account by providing an email address and creating a password, and providing us with other information that we request. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.

2.2 Unauthorized Account Use. You are responsible for notifying us at terms-questions@asana.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Asana will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Asana or a third party due to someone else using your account.

3. OUR PROPRIETARY RIGHTS

The Services are owned and operated by Asana and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Asana and its partners, as well as other sources, and is protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Asana and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Asana and such others. You agree to protect the proprietary rights of Asana and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Asana or its suppliers and licensors (collectively, “Suppliers”) of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Asana immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Asana, at all times be and remain the sole and exclusive property of Asana. Any unauthorized use of any material contained on or through the Services may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

4. USER CONTENT AND SUBMISSIONS

4.1 User Content and Submissions. The Services allow you to create tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available (“submitted”) to the Services is subject to the following terms:

4.1.1 Free User Content. Users of Asana’s free Services maintain ownership of the User Content that they submit to the Services (“Free User Content”). By submitting Free User Content, Users grant Asana a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Free User Content. We reserve the right to remove any Free User Content on the Services that violates these Terms or that is otherwise objectionable in Asana ‘s sole discretion.

4.1.2 End User Content. Content submitted to the Services by End Users of Customer accounts (“End User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Subscriber Agreement. Asana maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display End User Content for the limited purposes of (i) providing the Services and associated Customer and End User support; (ii) displaying the End User Content to the Customer and other End Users; and (iii) analyzing and improving the Services.

4.2 User Content Representations. You acknowledge and agree that you have all required rights to submit User Content without violation of any third-party rights. You understand that Asana does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Asana for all claims resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

5. LICENSE AND ACCEPTABLE USE

5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services, including the Asana Privacy Policy, these Terms, and if applicable, the Subscriber Agreement. Asana may revoke this license at any time, in its sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms or otherwise.

5.2 Acceptable Use. Your use of Asana must comply at all times with our Acceptable Use Policy.

5.3 Violations. In addition to any other remedies that may be available to us, Asana reserves the right to immediately suspend or terminate your account or your access to the Services upon notice and without liability for Asana should you fail to abide by the terms of this Section 5. If you are an End User, Asana reserves the right to notify the Customer account owner of any violations of this Section 5, and the Customer retains the right to terminate your access to the Customer’s account for any reason.

6. LEGAL COMPLIANCE

You acknowledge, consent, and agree that Asana may access, preserve, and disclose your information and/or any User Content you submit to the Services if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by Asana’s Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and/or (5) to protect the rights, property, or personal safety of Asana, its agents and affiliates, its users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.

7. PRIVACY

For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms.

8. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

THE SERVICES AND ITS CONTENTS, WHETHER PROVIDED BY ASANA, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, ASANA DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL ASANA OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT ASANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100. ASANA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICES, AND ASANA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. ASANA WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.

9. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Section 8. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 8 specifically do apply to you.

10. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD ASANA AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS OR ASANA PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

11. THIRD-PARTY LINKS AND SERVICES

The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Asana is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Asana shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

12. MODIFICATION AND TERMINATION

12.1 Modification of Services. Asana reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that Asana shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.

12.2 Termination. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination, including without limitation, the Mandatory Arbitration and Class Action Waiver provisions. Termination of your account may also include, at Asana’s sole discretion, the deletion of your account and/or User Content.

13. MANDATORY ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

13.1 Application. You and Asana agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 13 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

13.2. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at dispute-notice@asana.com and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Asana, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

13.3 Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in section 13.7 below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of Asana shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules. The AAA rules will govern payment of all arbitration fees. Asana will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Asana will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

13.4 Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

13.5 Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration (“Demand”) that (i) briefly explains the dispute, (ii) lists your and Asana’s names and addresses, (iii) specify the amount of money in dispute, if applicable, (iv) identify the requested location for a hearing if an in-person hearing is requested, and (v) state what you want in the dispute; (b) Send one copy of the Demand to the AAA, along with a copy of these Terms and the filing fee required by the AAA; and (c) Send one copy of the Demand for Arbitration to us at dispute-notice@asana.com.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in San Francisco County, California, United States, and you and Asana agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California, United States, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

13.6 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND ASANA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

13.7 Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in small claims court in San Francisco, California for disputes or claims within the scope of that court’s jurisdiction.

13.8 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to dispute-notice@asana.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within the later of 30 days of your first use of the Site or within 30 days of changes to this section being announced on the Site. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Asana also will not be bound by them.

13.9 Changes to This Section. Asana will provide thirty (30) days’ notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.

13.10 Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.

14. CONTROLLING LAW AND SEVERABILITY

These Terms shall be construed in accordance with and governed by the laws of California notwithstanding its conflicts of law principles. Any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of San Francisco County, California, and you and Asana consent to the exclusive jurisdiction of such courts.

15. GENERAL TERMS

15.1 Force Majeure. Under no circumstances shall Asana or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

15.2 No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Asana to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

15.3 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

15.4 Statute of Limitations. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15.5 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Asana and govern your use of the Services, and supersede any prior agreements between you and Asana on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Asana without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Asana. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

15.6 Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Asana, Inc. 1550 Bryant St., 8th floor, San Francisco, CA 94103; or (2) terms-questions@asana.com.

16. QUESTIONS

If you have any questions about these Terms, please contact us at terms-questions@asana.com.

Privacy Policy

Effective Date: November 14, 2017

This Privacy Policy describes Asana’s practices regarding the collection, use and disclosure of the information we collect from and about you when you use Asana’s web-based and mobile applications and Asana’s websites (including asana.com, wavelength.com, blog.asana.com, community.asana.com) that link to this Policy (the “Services”). By accessing or using the Services, you agree to this Privacy Policy, our Terms of Service, and our Acceptable Use Policy.

IF YOU DO NOT AGREE TO THIS PRIVACY POLICY, PLEASE DO NOT USE THE SERVICES.

This Privacy Policy contains the following sections:

  • The Information We Collect
  • How We Use Your Information
  • Cookies and Similar Technologies
  • Online Analytics and Advertising
  • How We Share and Disclose Your Information
  • Your Choices
  • Third Party Links and Services
  • Children’s Privacy
  • International Users
  • Your Rights
  • How Long We Store Your Information
  • Changes to Our Privacy Policy
  • How We Protect Your Information
  • California Privacy Rights
  • Asana Contact Info

THE INFORMATION WE COLLECT

Asana collects a variety of information that you provide directly to us. We process your information when necessary to provide you with the Services that you have requested when accepting our Terms of Service, or where we have obtained your prior consent, or where we have a legitimate interest to do so. For example, we may have a legitimate interest to process your information for security, testing, maintenance, and enhancement purposes of the Services we provide to you, or for analytics, research, and reporting purposes. Without your information, we cannot provide you with the Services you have requested or you may be limited in your use of the Services.

1. Information You Provide to Us

Asana collects information from you through:

  • Account and product registration and administration of your account
  • The Asana Services that you use
  • Requests or questions you submit to us via forms or email (e.g., support forms, sales forms, user research participation forms)
  • Your communications and dealings with us
  • Your participation in Asana sweepstakes, contests, or research studies
  • Uploads or posts to the Services
  • Requests for customer support and technical assistance

Information from and about you. The types of information we collect will depend upon the Services you use, how you use them, and what you choose to provide. The types of data we collect directly from you may include: - Name, address, telephone number and email address - Optional information, such as a photograph, that you elect to associate with your account (your “Profile Information”) - Log-in details and password, if you create an Asana account - With your permission, calendar information stored on your mobile device - Any email requests or questions you submit to us - Demographic information such as your gender - User-generated content you post in public online Asana forums (e.g., the Asana Blog)

Content. In using the Services, you may upload or input various types of content, including but not limited to: tasks, attachments, project names, team names, and conversations (together, the “Content”). If you are using the Services in connection with an account created by an Asana Customer (e.g., employer, organization, or an individual), we collect and process the Content you submit on behalf of the Customer. As described more throughout this Policy, our Customers, and not Asana, determine their own policies regarding storage, access, modification, deletion, sharing, and retention of Content which may apply to your use of the Services. For example, a Customer may provide or remove access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign teams, or share projects. Please check with the Customer about the policies and settings that they have instituted with respect the Content that you provide when using the Services. Payment Information. If you are a user of our paid premium service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. The third party service provider, and not Asana, stores your payment information on our behalf.
Information about others. If you choose to use our invitation service to invite a friend to the Services, we will ask you for that person’s contact information, which may include their email address or their social network identity, and automatically send an invitation. Asana stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.

2. Information We Automatically Collect

When you use our Services that connect to the Internet, including, but not limited to, when you access the Services via our websites, your mobile devices, and Asana software/applications, we automatically collect certain information as described in this Section. As discussed further below, we and our service providers (which are third party companies that work on our behalf to provide and enhance the Services) use a variety of technologies, including cookies and similar tools, to assist in collecting this information.

Log Files When you use the Services, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Services, metadata associated with uploaded Content, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information.

Device Identifiers When you access the Services using a mobile device, we collect specific device information, including your MAC address and other unique device identifiers. We also collect information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.

Location Information. We collect and process general information about the location of the device from which you are accessing the Service (e.g., approximate geographic location inferred from an IP address).

3. Information We Collect From Third-Party Integrations

If you choose to use third-party integrations (e.g., OneDrive, Unito, Wufoo, Slack) through the Services or are required to do so by a Customer, such providers may allow us and our service providers to have access to and store additional information about your interaction with those services and platforms as it related to use of the Services. If you do not wish to have this information shared, do not initiate these connections.

4. Information We Collect from Affiliates and Non-Affiliated Third Parties

Asana may receive additional information about you, such as demographic information, from affiliates under common ownership and control, and from third parties, such as business partners, marketers, researchers, analysts, and other parties that we may use to supplement the information that we collect directly from you.

5. Collection of Information Across Devices

Sometimes, we may use the information we collect — for instance, usernames, IP addresses and unique mobile device identifiers — to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services. If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

COOKIES AND SIMILAR TECHNOLOGIES

To collect the information in the “Information We Automatically Collect” section above, we and our service providers use Internet server logs, cookies, tags, SDKs, tracking pixels, and other similar tracking technologies. A web server log is a file where website activity is stored. An SDK is a section of code that we embed in our applications and software to allow third parties to collect information about how users interact with the Services. A cookie is a small text file that is placed on your computer or mobile device when you visit a site, that enables us to: (i) recognize your computer and login session; (ii) store your preferences and settings; (iii) understand which web pages of the Services you have visited; (iv), enhance your user experience by delivering and measuring the effectiveness of content and advertising tailored to your interests; (v) perform analytics; and (vi) assist with security and administrative functions. Tracking pixels (sometimes referred to as web beacons or clear GIFs) are tiny electronic tags with a unique identifier embedded in websites, online ads and/or email, and that are designed to provide usage information like ad impressions or clicks, email open rates, measure popularity of the Services and associated advertising, and to access user cookies. As we adopt additional technologies, we may also gather information through other methods.

Please note that you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the “Help” section of your browser for more information (e.g., Internet Explorer; Google Chrome; Mozilla Firefox; or Apple Safari).

HOW WE USE YOUR INFORMATION

We use your information (including any information that we collect, as described in this Privacy Policy) for various purposes depending on the types of information we have collected from and about you and the specific Asana Services you use, including to:

  • Complete a purchase or provide the services you have requested
  • Respond to your request for information and provide you with more effective and efficient customer service
  • Provide you with product updates and information about products you have purchased from us
  • Provide you with service notifications via email and within the Services based on your notification selections
  • Contact you by email, postal mail, or phone regarding Asana and third-party products, services, surveys, research studies, promotions, special events and other subjects that we think may be of interest to you
  • Customize the advertising and content you see
  • Help us better understand your interests and needs, and improve the Services
  • Synthesize and derive insights from your use of different Asana products and services
  • Engage in analysis, research, and reports regarding use of our Services
  • Provide, manage, and improve the Services
  • Protect our Services and our users
  • Understand and resolve app crashes and other issues being reported

Content. You can exercise certain control how your Content is used by/shared with others via your settings on the Services. Asana may view and share your Content only as necessary (i) to maintain, provide and improve the Service; (ii) prevent or address technical or security issues and resolve support requests; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; (iv) as reasonably necessary to allow Asana to comply with or avoid the violation of applicable law or regulation; (v) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines; and (vi) as set forth in our Subscription Agreement with the Customer or as expressly permitted in writing by the Customer. We may also analyze your User Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.

Combined Information. You consent that, for the purposes discussed in this Policy, we may combine the information that we collect through the Services with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy.

Aggregate/De-Identified Data. We may aggregate and/or de-identify information collected through the Services so that such information can no longer be linked to you or your device (“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others. By using the Services, you consent to such use.

ONLINE ANALYTICS AND ADVERTISING

1. Analytics

We use third-party web analytics services (e.g., Google Analytics) on our Services to collect and analyze the information discussed above, and to engage in auditing, research and reporting. The information (including your IP address) collected by various analytics technologies described in the “Cookies and Similar Technologies” section will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the Services, including by noting the third-party website from which you arrive, analyzing usage trends across Asana products and mobile devices, assisting with fraud prevention, and providing certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

If you receive email from us, we may use certain analytics tools, such as clear GIFs to capture data such as when you open our message or click on any links or banners our email contains. This data allows us to gauge the effectiveness of our communications and marketing campaigns.

2. Online Advertising

Third parties or affiliates may administer Asana banner advertising programs and other online marketing on non-Asana websites and services. To do so, these parties may set and access first-party cookies delivered from an Asana domain, or they may use third-party cookies or other tracking mechanisms. For example, a third-party provider may use the fact that you visited the Asana website to target online ads for Asana services to you on non-Asana websites. Or a third-party ad network might collect information on the Services and other websites to develop a profile of your interests and target advertisements to you based on your online behavior. These parties that use these technologies may offer you a way to opt out of ad targeting as described below. You may receive tailored advertising on your computer through a web browser.

If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link or the Digital Advertising Alliance’s Consumer Opt-Out link to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, you can visit the Google Ads Settings page. Please note that we do not control any of the above opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.

3. Notice Concerning Do Not Track.

There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based on a user’s Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track.

HOW WE SHARE YOUR INFORMATION

Asana will share your information in the following ways:

  • Affiliates and Subsidiaries. We may share all information we collect within the Asana family of companies.
  • Service Providers. We may provide access to or share your information with select third parties who perform services on our behalf. These third parties provide a variety of services to us, including without limitation billing, sales, marketing, provision of content and features, advertising, analytics, research, customer service, shipping and fulfillment, data storage, security, fraud prevention, payment processing, and legal services.
  • Third-Party Integrations. When you initiate a connection with a third-party integration through the Services (e.g., OneDrive, Unito, Wufoo, Slack), we will share information about you that is required to enable your use of the third-party integration through the Services.
  • Business Transfers. If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Services can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Privacy Policy until such time as this Privacy Policy is updated or amended by the acquiring party upon notice to you. If such transfer is subject to additional mandatory restrictions under applicable laws, Asana will comply with such restrictions.
  • Public Forums. The Services make it possible for you to upload and share comments or feedback publicly (i.e., outside of the Asana mobile and web app) with other users, such as on the Asana blog. Any information that you submit through such public features is not confidential, and Asana may use it for any purpose (including in testimonials or other Asana marketing materials). Any information you post openly in these ways will be available to the public at large and potentially accessible through third-party search engines. Such information can be read, collected and/or used by other users, and it could be used to send you unsolicited messages. Accordingly, please take care when using these features of the Services.
  • Aggregate/De-Identified Information. From time to time, Asana may share Aggregate/De-Identified Information about use of the Services, such as by publishing a report on usage trends. As stated above, this Policy places no limitations on our use or sharing of Aggregate/De-Identified Information.
  • Consent. We may also disclose your information to third parties with your consent to do so. For example, we will display your Profile Information on your profile page and elsewhere on the Services in accordance with the preferences you set in your account. You can review and revise your Profile information at any time.

YOUR CHOICES

We provide you with a number of choices with respect to the information we collect and use as discussed throughout this Privacy Policy. For example: - You may instruct us not to use your contact information to contact you by email, postal mail or phone regarding products, services, promotions and special events that might appeal to your interests by contacting us – see the Asana Contact Info section below. In commercial email messages, you can also opt out by following the instructions located at the bottom of such emails. Please note that, regardless of your request, we may still use and share certain information as permitted by this Privacy Policy or as required by applicable law. For example, you may not opt out of certain operational or service-related emails, such as those reflecting our relationship or transactions with you. - Through your account interface, you may opt-out of receiving categories of Services-related notices that are not deemed by Asana to be integral to your use of the Services. - Depending on whether you are using our free services or are a user of a paid premium account that belongs to a Customer, you will have certain choices regarding how to make tasks, projects, and teams private. For more information on how this works, please see the “Permissions Section” of our help guide.

THIRD PARTY LINKS AND SERVICES

The Services contain links to third-party websites such as social media sites, and also contain third-party integrations. If you choose to use these sites or integrations, you may disclose your information not just to those third-parties, but also to their users and the public more generally depending on how their services function. Because these third-party websites and services are not operated by Asana, Asana is not responsible for the content or practices of those websites or services. The collection, use, and disclosure of your personal and other information will be subject to the privacy policies of the third party websites or services, and not this Policy. We urge you to read the privacy and security policies of these third-parties.

CHILDREN’S PRIVACY

The Services are intended for general audiences and not for children under the age of 13. If we become aware that we have collected personal information (as defined by the Children’s Online Privacy Protection Act) from children under the age of 13, we will take reasonable steps to delete it as soon as practicable.

INTERNATIONAL USERS

Asana complies with the EU-US Privacy Shield Framework and the Swiss-US Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from the European Union and Switzerland to the United States, respectively. Asana has certified to the Department of Commerce that it adheres to the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access and Recourse, Enforcement and Liability. If there is any conflict between the policies in this privacy policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification page, please visit https://www.privacyshield.gov/. In compliance with the EU-US Privacy Shield and Swiss-US Privacy Shield Principles, Asana commits to resolve complaints about your privacy and our collection or use of your personal information. European Union or Swiss citizens with inquiries or complaints regarding this privacy policy should first contact Asana at: privacy@asana.com. Asana has further committed to refer unresolved privacy complaints under the EU-US and Swiss-US Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU Privacy Shield, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Asana, please visit the BBB EU Privacy Shield web site at www.bbb.org/EU-privacy-shield/for-eu-consumers/ for more information and to file a complaint. Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield Panel. Asana is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC) with respect to its compliance with the provisions of the EU-US and Swiss-US Privacy Shield. We may transfer information that we collect about you to third party processors across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information to a country and jurisdiction that does not have the same data protection laws as your jurisdiction. These third parties may have access to your information for the limited purpose of providing the service we have contracted with them to provide. They are required to have a privacy policy and security standards in place that are at least as protective of your information as is this Privacy Policy (including those provisions related to compliance with the EU-US and Swiss-US Privacy Shield). Asana will take reasonable and appropriate steps necessary to ensure that any third party who is acting as a “data processor” under EU and Swiss terminology is processing the personal information we entrust to them in a manner that is consistent with the EU-US and Swiss-US Privacy Shield Principles. Asana is potentially liable in cases of onward transfer to third parties of data of EU and Swiss individuals received pursuant to the EU-US and Swiss-US Privacy Shield, respectively.

YOUR RIGHTS

If you want to learn more about the information collected through the Services, or if you would like to access or rectify your information and/or request deletion of information we collect about you, or restrict or object to the processing of your information, please contact us using the contact information below. Where you have provided consent, you may withdraw your consent at any time, without affecting the lawfulness of the processing that was carried out prior to withdrawing your consent. If you are dissatisfied with the way we process your information, you may lodge a complaint with the data protection authority (“DPA”) in your jurisdiction. If you are a resident of France, your DPA is the Commission Nationale de l’Informatique et des Libertes (“CNIL”). If you are a resident of Germany, please see the DPA located in your particular state. If you are a resident of France, you may provide us with instructions regarding the manner in which we may continue to store, erase and share your information after your death, and where applicable, the person you have designated to exercise these rights after your death.

HOW LONG WE STORE YOUR INFORMATION

We will retain your information for the period necessary to fulfill the purposes outlined in this Policy unless a longer retention period is required or permitted by law.

CHANGES TO OUR PRIVACY POLICY

We reserve the right to amend this Policy at any time to reflect changes in the law, our data collection and use practices, the features of our Services, or advances in technology. We will make the revised Policy accessible through the Services, so you should review the Policy periodically. If we make a material change to the Policy, you will be provided with appropriate notice and we will seek your consent to the updated Policy in accordance with legal requirements.

HOW WE PROTECT YOUR INFORMATION

Asana takes technical and organizational measures to protect your personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. However, no method of transmission over the Internet, and no means of electronic or physical storage, is absolutely secure, and thus we cannot ensure or warrant the security of that information. If you have any questions about security on our Services, you can contact us at security@asana.com.

CALIFORNIA PRIVACY RIGHTS

California law gives residents of California the right under certain circumstances to request information from us regarding the manner in which we share certain categories of personal information (as defined by applicable California law) with third parties for their direct marketing purposes. However, Asana does not share your personal information with third parties for their own direct marketing purposes.

ASANA CONTACT INFO

The data controller of your information is Asana, located at 1550 Bryant Street, Suite 800, San Francisco, CA 94103. If you wish to contact us or have any questions about or complaints in relation to this Privacy Policy, please contact us at terms-questions@asana.com.

Subscriber Agreement

Last Updated: November 14, 2017

This Premium Subscriber Agreement (the “Subscriber Agreement”) is between Asana, Inc., a Delaware corporation (“Asana”) and the organization agreeing to these terms (“Customer”). This Subscriber Agreement governs Customer’s access to Asana’s collaborative workplace management service (the “Service”) and its associated applications and website. By clicking “I Agree,” attaching this Subscriber Agreement to a purchase order or similar order form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such organization to this Subscriber Agreement.

  1. The Service and Associated Software. Customer and users of the Service under Customer’s account (“End Users”) may access and use the Services in accordance with this Subscriber Agreement and Asana’s User Terms of Service, a current copy of which can be found at https://asana.com/terms#terms-of-service, and Privacy Policy, a current copy of which can be found at https://asana.com/privacy. Asana may update or modify the Services from time to time. If, in Asana’s reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, Asana will inform Customer via the email address associated with Customer’s account no less than twenty (20) days prior to such change. We provide certain downloadable client software applications (the “Software”) for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use. The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between Asana and Customer, Asana retains all right, title, and interest in the Software. Asana will use technical and organizational security measures to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes of this Subscriber Agreement, “Customer Data” shall mean the structured data and any files or attachments submitted to the Service by Customer, as well as the account and contact information submitted to the Service by Customer and its End Users. Asana will take steps to protect the Service and Software from any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software. If Customer has engaged a third-party purchasing agent to purchase seats on its behalf, such purchasing agent is not the Customer, and Customer agrees that Customer is still solely responsible for compliance with this Subscriber Agreement.

  2. Customer Obligations.

    1. Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users in accordance with applicable local laws. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. Asana shall not be held liable for any actions on the part of Customer’s Administrator(s).
    2. End User Conduct; Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with Asana’s User Terms of Service. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use, and disclose the content posted by the End Users on the Service; and (ii) to allow Asana to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 13 and Customer will ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify Asana if it becomes aware of any unauthorized access to Customer’s account or the Service.
    3. Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
    4. Suspension. Asana may request that Customer suspend the account of any End User who: (i) violates the User Terms of Service; or (ii) is using the Service in a manner that Asana reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Asana. If Customer fails to promptly suspend or terminate such End User’s account, Asana reserves the right to do so.
  3. Customer’s Use of Third Party Services. Asana does not warrant or support any third party service (e.g., a service that utilizes the Asana API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.

  4. Intellectual Property Rights.

    1. Limited License to Use Customer Content. Customer hereby grants to Asana a limited, nonexclusive and nontransferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display the Customer Data for the limited purpose of (i) providing the Service and associated customer support to Customer; (ii) displaying the Customer Data to the End Users; and (iii) analyzing and improving the Service.
    2. Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant Asana any rights or interest in or to the Customer Data or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any Asana Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
    3. Use of Customer Suggestions. Asana may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of Asana. Asana may also share and publish aggregate, anonymized data about the use of our Service by our customers.
    4. Asana Customer List. Asana may include Customer’s name in a list of Asana’s Customers online and in print and electronic marketing materials.
  5. Fees and Payment. By subscribing to the Service and providing payment account information, Customer agrees to these payment terms and conditions. If Customer subscribes to the Service under any promotional subscription fee, some additional restrictions may apply. These restrictions, if any, will be provided to Customer before Customer signs up for the Service that is subject to the promotion. Free or discounted introductory offers are only available to new users of the Service, except where expressly stated. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Asana to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer’s subscription. Asana may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has terminated the Service or Asana terminates the Service. Customer must cancel the Service prior to its renewal date in order to avoid billing of the next period’s fee. If Customer chooses to cancel the Service, Customer may use the Service until the end of the current period but will not be issued a refund for the most recently (or any previously) charged fees. Customer can cancel Service anytime online by going into the Customer’s account settings prior to its renewal date if Customer has a monthly plan.

    Asana may revise fee rates and/or the billable amount structure for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior. Customer is responsible for providing complete and accurate billing information to Asana. Customer will be billed for the appropriate plan based on the total number of unique users, including those with limited access. Asana may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Asana’s net income) and Asana will charge tax when required to do so by law.

    If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.

  6. Term and Termination. This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4(b) and (c), 6-9, 12, and 13.

  7. Confidentiality.

    1. Confidentiality. During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Data.
    2. Obligations. Except as otherwise expressly permitted under this Services Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Asana may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Asana’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose Asana’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
    3. Exclusions. TThe obligations set forth in Section 7(b) above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
  8. Indemnification.

    1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless Asana, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “Asana Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against Asana or the Asana Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Subscriber Agreement or our User Terms of Service; or (ii) any data or Customer Data transmitted or received through, or posted or stored in, Customer’s account.
    2. By Asana. Asana hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or Asana’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Asana have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by Asana; (ii) use of any third party app developed using Asana’s API; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY ASANA OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
    3. Infringement Claims. If the Service becomes, or in Asana’s reasonable judgment is likely to become, the subject of a claim of infringement, then Asana may: (i) obtain the right, at Asana’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If Asana, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Asana may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.
    4. Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
  9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL ASANA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL ASANA BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO ASANA HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

  10. Hosting of the Service; Export Restrictions. The Service is controlled and operated from facilities in the United States. Asana makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that Asana may transfer, store and process Customer Data in locations other than Customer’s country. Asana complies with the U.S. – E.U. Privacy Shield Framework and the U.S. – Swiss Privacy Shield framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. To learn more about the Privacy Shield program and to view Asana’s Privacy Shield certification, please visit https://www.privacyshield.gov. The export and re-export of Content via the Service may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Service may not be used in any country that is subject to an embargo by the United States and Customer may not use the Service in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.

  11. Modifications. Asana may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or Asana’s obligations unless affirmatively agreed to by Customer in advance. If, in Asana’s sole and reasonable discretion, the modifications being proposed are material, Asana will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or Asana’s obligations hereunder, Customer agrees to be bound by such modifications.

  12. Governing Law; Binding Arbitration and Class Action Waiver. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
    This Subscriber Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
    Claims relating to this Agreement or the Service will be resolved through final and binding arbitration, except as set forth below. The parties agree that the Subscriber Agreement affects interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Initial Dispute Resolution: The parties agree that most disputes can be resolved without resort to litigation. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Accordingly, before initiating a lawsuit or arbitration, Customer Agrees to contact Asana to attempt to resolve the dispute in good faith. Binding Arbitration & Class Action Waiver: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time the informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the Agreement (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Thus, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in state or federal court located in San Francisco, California. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Subscriber Agreement, including, but not limited to any claim that all or any part of the Subscriber Agreement is void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the Parties and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in San Francisco, California. If any court or arbitrator determines that this arbitration provision is void or unenforceable for any reason or that the parties are not bound to arbitrate their claims, then the disputes, claims or controversies deemed not to be subject to arbitration must be litigated in state or federal court located in San Francisco, California. Exception: Litigation of Intellectual Property Claims: Notwithstanding the foregoing, disputes, claims, or controversies concerning (1) either party’s patents, copyrights, moral rights, trademarks, and trade secrets or (2) claims of piracy or unauthorized use of the Services (collectively, “IP Claims”) shall not be subject to arbitration.

  13. Miscellaneous

    1. Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.
    2. Force Majeure. Except for payment obligations, neither Asana nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
    3. Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.
    4. Entire Agreement. This Subscriber Agreement, together with any Customer purchase order or order form associated herewith (as limited by Section 6), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If a court of competent jurisdiction deems any provision of this Subscriber Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect
    5. No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.
    6. Communications from Asana. You agree to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with the Service (“Communications”). We may provide Communications in a variety of ways, including by e-mail, text, in-app notifications, or by posting them on the Asana website or through the Service. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
    7. U.S. Government Agencies. If you are a U.S. Government agency utilizing Asana’s Premium Service in an official capacity, your use of the Service shall be subject to this Subscriber Agreement and the Amendment to Asana Subscriber Agreement Applicable to U.S. Government Customers.

For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.

Acceptable Use Policy

Last Updated: March 2, 2017

All users of the Asana Service are expected to comply with this Acceptable Use Policy.

Acceptable Use of the Service

  1. Disruption of the Service. You may not:

    1. access, tamper with, or use non-public areas of the Service, Asana’s computer systems, or the technical delivery systems of Asana’s providers;
    2. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
    3. access or search the Service by any means other than Asana’s publicly supported interfaces (for example, “scraping”);
    4. attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time)
    5. interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
  2. Misuse of the Service. You may not utilize the Service to carry out, promote or support:

    1. any unlawful or fraudulent activities;
    2. the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
    3. activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
    4. the publishing or posting other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
    5. the sending unsolicited communications, promotions advertisements, or spam;
    6. the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
    7. promotion or advertisement of products or services other than your own without appropriate authorization.
  3. Content Standards Within the Service. You may not post any Content on the Service that:

    1. violates of any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
    2. is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
    3. contains viruses, bots, worms, or similar harmful materials; or
    4. contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
  4. Violations of this Acceptable Use Policy. In addition to any other remedies that may be available to us, Asana reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for Asana should you fail to abide by this Acceptable Use Policy. If you are a user of the Service under your employer or organization’s account, Asana reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.

  5. Modifications. Asana may amend or modify this Acceptable Use Policy from time to time in its sole and reasonable discretion. We will post any such changes on our website. If you object to any such change(s), your sole recourse shall be to cease using the Service. Continued use of the Service following notice of any such changes shall constitute your acknowledgement and acceptance of such changes.

For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.

Asana Cookies Policy

Effective Date: October 19, 2017

We use and allow certain other companies to use cookies, web beacons, and other similar technologies (collectively “Cookies”) on our Services. We do this to understand your use of our Services; improve your user experience and enable personalized features and content; optimize our advertisements and marketing; and to enable third-party advertising companies to assist us in serving ads specific to your interests across the Internet. You can find more information about Cookies at: www.allaboutcookies.org.

What are Cookies?

Cookies are text files containing small amounts of information which are downloaded to the browser that you use when you visit a site. The entity that places cookies on your browser can then read the information on that cookie that it set. Cookies are typically classified as either “session cookies” which do not stay on your device after you close your browser or “persistent cookies” which will usually remain on your device until you delete them or they expire. Different cookies are used to perform different functions:

  • Essential Cookies: Some cookies are essential and enable you to move around the Services and use their features, such as accessing secure areas of the Services. Without these cookies, we cannot enable appropriate content based on the type of device you are using. Functionality Cookies: These cookies allow us to remember choices you make on our websites (such as your preferred language or the region you are in).
  • Personalization Cookies: We also use cookies to change the way our Services behave or look in order to personalize your experience from information we infer from your behavior on our Services or information we may already know about you because, for example, you are a registered user. These cookies may be used to tailor the Services or the content, look and feel delivered to you on subsequent sessions to our Services. For example, if you personalize webpages, or use specific parts of the Services, a cookie helps our webpage server recall your specific information. When you next use the Services, the information you previously provided can be retrieved, so you can easily use the Services features that you previously chose.
  • Analytics Cookies: We use our own cookies and/or third-party cookies and other identifiers (such as web beacons) to see how you use our Services in order to enhance their performance and develop them according to the preferences of our customers and visitors. For example, cookies and web beacons may be used to: maintain a consistent look and feel across our Services; track and provide trend analysis on how our users interact with our Services; track errors and measure the effectiveness of our promotional campaigns.
  • Advertising Cookies: These cookies record your visit to our Services, your opening and review of our emails, the pages you have visited, and the links you have clicked. They gather information about your browsing habits and remember that you have visited a website. We or our service providers may use this information to make advertisements more relevant to you.
  • Cross-Device Cookies: Sometimes, we may use cookies in combination with the information we collect — for instance, usernames, IP addresses and unique mobile device identifiers — to locate or try to locate the same unique users across multiple browsers or devices (such as smartphones or tablets), or work with service providers that do this, in order to save your preferences across devices and analyze usage of the Services.

Third-Party Cookies

Please note that third parties (including for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies on our Services. We used trusted partners like DoubleClick and Google AdWords to help us service advertising. We also use Google Analytics on our Services to help us analyze how our Services are used. Google Analytics uses performance cookies to track visitor interactions. For example, by using cookies, Google can tell us which pages our users view, which are most popular, what time of day our websites are visited, whether visitors have been to our websites before, what website referred the visitor to our websites, and other similar information.
We have little control over these “third party” cookies, so we suggest that you check the respective privacy policies for these external services to help you understand what data these organizations hold about you and what they do with it.

Web Beacons

We may also use electronic images known as web beacons on our Services - sometimes called “clear GIFs”, “single-pixel GIFs”, or “web bugs”. Web beacons are used to deliver cookies on our Services, count clicks/users/visitors, and deliver co-branded content or services. We may include web beacons in our promotional e-mail messages or newsletters to determine whether messages have been opened and acted upon. Our Services may also contain web beacons from third parties to help us compile aggregated statistics regarding the effectiveness of our promotional campaigns or other website operations. These web beacons may allow the third parties to set or read cookies on your device.

Controlling Cookies

There are a number of ways you can manage what cookies are set on you devices. Essential cookies, however, cannot be disabled. If you do not allow certain cookies to be installed, the Services may not be accessible to you and/or the performance, features, or Services of the website may be compromised.

1. Advertising Cookies

If you would like to disable advertising cookies, you can visit http://www.youronlinechoices.com. If you choose to turn off these cookies you will still see advertising on the internet but it may not be tailored to your interests. It does not mean that you won’t be served any advertisements while online. You can also manage this type of cookie in the privacy settings on the web browser you are using. Please see below for more information.

2. Browser Settings

You can disable and/or delete most types of cookies by using your browser settings. Please note that if you use your browser settings to block all cookies you may not be able to access parts of our or others’ services. The following links provide information on how to modify the cookies settings on some popular browsers:

3. Cross-Device Cookies

If you wish to opt out of our ability to track you across devices, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

Do Not Track Signals

There is no uniform or consistent standard or definition for responding to, processing, or communicating Do Not Track signals. At this time the Services do not function differently based a user’s Do Not Track signal. For more information on Do Not Track signals, see All About Do Not Track.

More Information

If you have any questions about how we use cookies, you can contact us at terms-questions@asana.com.

DMCA Policy

We respect artist and content owner rights and we expect our users to do the same. It is our policy to respond to claims of infringement in compliance with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, please complete the following DMCA Notice and deliver it to our Designated DMCA Agent at the contact information provided below.

You must provide the following information in writing in your DMCA Notice:

  1. Identify the copyrighted work that you claim has been infringed;
  2. Identify the material that is claimed to be infringing and where it is located on the Service;
  3. Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, e-mail address;
  4. Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
  5. Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
  6. Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.

Asana API Terms and Conditions

Last Updated: April 27, 2015

Thank you for using the Asana Application Programming Interfaces (the “Asana APIs”). By using the Asana APIs, you agree to abide by these Asana API Terms of Use (the “API Terms”) and any and all guidelines or other documentation provided by Asana for use in connection with the Asana APIs (the “API Documentation”) as well as the Asana Terms of Service. In the event of any inconsistency between these API Terms and the Terms of Service, these API Terms shall control.

If you are accepting these API Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these API Terms, in which case “you” or “your” as used herein shall mean such entity.

  1. License Grants and Restrictions.
    1. API License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to (i) access and use the Asana APIs to receive modify and use user content (the “User Content”) from the Asana service (the “Asana Service”) subject to the permissions of the relevant users accounts; (ii) display the User Content on your website or native application for mobile devices (“Your Application”); and (iii) to use the APIs or User Content to develop, test, and support Your Application, and to distribute Your Application to end users and to allow such end users to access your integration of the APIs within Your Application. You may not install or use the APIs for any other purpose without Asana’s prior written consent.
    2. Trademark License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to reproduce and display the Asana name and logo (the “Asana Marks”) in accordance with Asana’s trademark guidelines and solely to promote or advertise your integration of the APIs in Your Application.
    3. You Must:
      1. Obtain the explicit consent of the user before collecting, posting or sharing any User Content obtained through the Asana APIs on a user’s behalf. Mere authorization of your application by the user does not constitute consent.
      2. Comply with the Asana Terms of Service at /terms
      3. Comply with any requirements or restrictions imposed on usage of User Content by the owner of such content. Although the Asana APIs can be used to provide you with access to User Content, neither Asana’s provision of the Asana APIs to you nor your use of the Asana APIs overrides any requirements or restrictions placed on such User Content by the user.
      4. Provide users with clear and readily accessible information regarding , how you collect, use, store and disclose their data .
      5. Obtain the consent of a user prior to deleting or destroying any of the content associated with their Asana account.
      6. Provide attribution to Asana as the source of data in accordance with the following guidelines:
        1. Display an Asana Mark so it is clear to the user that the data is from Asana.
        2. Link the logo in such Asana Mark to https://asana.com.
        3. Comply at all times with trademark guidelines provided by Asana when using or displaying the Asana Marks.
    4. You (and Your App) May Not:
      1. Access, store, or share private user content or passwords.
      2. Make requests that exceed our rate limits or use the APIs in a manner that impacts the stability of Asana’s servers or impacts the behavior of other applications using the APIs.
      3. Use “nofollow” on your links to Asana. All links back to Asana should be followable.
      4. Use fraudulent information to register for a Developer Account.
      5. Request or publish information impersonating an Asana user, misrepresent any user or other third party in requesting or publishing information.
      6. Create or disclose metrics about, or perform any statistical analysis of, the Asana APIs.
      7. Display Asana’s Marks or User Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Asana, other than your permitted use of the APIs under the terms of this API Agreement.
      8. Display the User Content on any site that disparages Asana or its products or services, or infringes any Asana intellectual property or other rights. i) Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the Asana APIs.
      9. Sell, rent, lease, share, transfer, assign, or sublicense any User Content or other information or data obtained through the Asana APIs, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party.
      10. Use the User Content in any advertisements or for purposes of targeting advertisements (whether such advertisements appear in Your Application or elsewhere).
      11. Attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use the APIs.
      12. Use the APIs for any application that constitutes, promotes or is used primarily for the purpose of dealing in: 1. spyware or any other malicious programs or code; 2. activities that violate any law or regulation, or any rights of any person, including but not limited to intellectual property rights; 3. activities that, in Asana’s sole judgment, are offensive or might harm Asana’s business or its reputation.
  2. Usage Limitations. Asana may limit the maximum User Content that may be accessed, the rate at which such User Content may be accessed, and/or the number of network calls that Your Application may make via the Asana APIs. Asana may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the Asana APIs by an application after any usage limitations are exceeded.
  3. Fees and Payment. The Asana APIs are currently provided for free, but Asana reserves the right to charge fees for the future use of or access to the Asana APIs. If we do charge a fee for use of the Asana APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.
  4. Termination. Your license to utilize the Asana APIs and the Asana Marks shall continue until it is terminated by either party as set forth herein. You may terminate this license at any time by discontinuing use of the Asana APIs and closing your developer account. Asana may suspend or terminate your use of all or any of the Asana APIs at any time and for any reason or no reason at all upon notice to you, which notice may be delivered via email or in writing. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Asana APIs, User Content and Asana Marks.
  5. Disclaimer of Any Warranty. Some of the Asana APIs may be experimental and not tested in any manner. Asana does not represent or warrant that any Asana APIs are free of inaccuracies, errors, bugs or interruptions, or are reliable, accurate, complete or otherwise valid. The Asana APIs are provided “as is” with no warranty, express or implied, of any kind and Asana expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement. Your use of the Asana APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any Asana APIs including, but not limited to, any damage to your computer system or loss of data.
  6. Limitation of Liability. Asana shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the Asana APIs, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not Asana has been advised of the possibility of such damages. Under no circumstances shall Asana be liable to you for any amount. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in Sections 5-7 may not apply to you.
  7. Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Asana, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Asana APIs, the User Content or the Asana Marks. If you are a California resident, you waive your rights under California Civil Code 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
  8. Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Asana and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the Asana APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) of every kind and nature.
  9. Remedies. You acknowledge that your breach of this API Agreement may cause irreparable harm to Asana, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Asana may be legally entitled, Asana shall have the right to seek immediate injunctive relief in the event of a breach of this API Agreement by you or any of your officers, employees, consultants or other agents.
  10. General Terms.
    1. Relationship of the Parties. You and Asana shall be and act independently and not as partners, joint venturers, agents, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Asana, express or implied, and you shall not attempt to bind Asana to any contract.
    2. Severability. If any provision of these API Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.
    3. Governing Law. These API Terms and the relationship between you and Asana shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Asana agree to submit to the personal jurisdiction of the courts located within the city and county of San Francisco, CA.
    4. No Waiver. Asana’s failure to exercise or enforce any right or provision of these API Terms shall not constitute a waiver of such right or provision.

For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.

Law Enforcement Data Request Guidelines

These guidelines are intended to provide law enforcement authorities with information regarding the process for requesting records from Asana. So that we can ensure compliance with our user Terms of Service and Privacy Policy, we respond only to law enforcement requests that adhere to established legal process and applicable law.

  1. U.S. Legal Process Requirements. We disclose user information solely in accordance with our published Terms of Service and applicable U.S. law, including the federal Stored Communications Act (“SCA”), 18 U.S.C. Sections 2701-2712. In accordance with U.S. law:
    1. A jurisdictionally valid subpoena, issued in connection with an official criminal investigation, is required to compel the disclosure of basic user records, which may include name, length of service, credit card information (including billing address), email address(es), and an IP address, if available.
    2. A court order is required to compel the disclosure of certain records or other information related to a user account (not including contents of communications), which may include message headers and IP addresses, in addition to the basic user records identified above.
    3. A search warrant properly issued under the procedures described in the Federal Rules of Criminal Procedure or equivalent state warrant procedures, based on a showing of probable cause, is required to compel the disclosure of the stored contents of any account, which may include messages, attachments, or other content of communications within a user’s account.
  2. International Legal Requirements. In the case of requests from law enforcement outside of the U.S., a Mutual Legal Assistance Treaty (MLAT) request or letter rogatory may be required to compel the disclosure of the contents of an account.
  3. Account Preservation Requests. We will take reasonable steps to preserve account records in connection with official criminal investigations for a period of 90 days pending our receipt of a formal legal request for user data. You may request the preservation of records via email, fax or mail as indicated below.
  4. Information Required in Connection With Your Request.
    1. Your Contact Information.
      1. Requesting Agency’s name
      2. Requesting Agent’s name
      3. Requesting Agent’s badge/identification number
      4. Requesting Agent’s Agency-issued Email address
      5. Requesting Agent’s telephone number, including extension
      6. Requesting Agent’s mailing address (PO Box not acceptable)
      7. Requested response date (please allow at least 3 weeks for processing)
    2. Data Request Information
      1. Full (first and last) name of the Asana User
      2. Email address(es) associated with the User’s account
      3. A clear and specific description of the data being requested (we will be unable to process overly broad or vague requests)
  5. Data Availability. We will search for and disclose data that is specified with particularity in an appropriate form of legal process and which we are reasonably able to locate and retrieve.
  6. User Notification. Asana’s policy is to notify users of requests for their information, which includes a copy of the request, prior to disclosure so that they may have an opportunity to challenge such request unless: (a) we are prohibited from doing so by law or court order; (b) there are exceptional circumstances, such as an emergency involving the risk of bodily injury or death to a person or group of people or potential harm to minors; or (c) prior notice would be counterproductive (for example, if we believe that the account in question has been hijacked). Law enforcement officials who believe that notification would jeopardize an investigation should obtain a proper court order or other appropriate process establishing that notice is prohibited. Please note that Officer authored affidavits, cover letters or similar statements are not sufficient to preclude notice to our users. Please note that in situations where a data request draws attention to an ongoing violation of our Terms of Service we may, in order to protect our service and its Users, take action to prevent any further abuse, including actions that could notify the User(s) who are the subject of your data request that we are aware of their misconduct.
  7. Submitting Your Request. A data request may be served by fax to (415) 484-7702, by certified mail, express courier, or in person at our corporate headquarters at the following address: Asana, Inc., 1550 Bryant Street, 8th Floor, San Francisco, CA 94103



For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.

Amendment to Asana Subscriber Agreement

Applicable to U.S. Government Customers

Last Updated: May 29, 2015

This is a supplemental agreement (“Amendment”) between Asana and U.S. Government customers (the “Customer” or the “Agency”) and applies to the Agency’s use of Asana’s collaborative workplace management service (the “Service”) under Asana’s Premium Subscriber Agreement (the “Subscriber Agreement”).

The reason for this Amendment is that the Customer, a U.S. Government instrumentality, is obligated to follow federal laws, regulations, and practices, among which are those relating to ethics, advertising and endorsements, tax exemption and immunity, limitations on indemnification, fiscal law constraints, governing law and jurisdiction, dispute resolution, and assignment of contracts.

Asana and Agency (the “Parties”) agree that modifications to the Subscriber Agreement available at #subscriber-agreement are appropriate to accommodate the Agency’s legal status, its public mission, and other special circumstances. Therefore, the Subscriber Agreement is modified by this Amendment as follows.

A. Government entity: As it relates to the Agency’s usage of the Service, the word “Customer” in the Subscriber Agreement shall mean the Agency itself and shall not apply to, nor bind (i) the individual(s) who utilize the Asana Service on the Agency’s behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Asana will look solely to the Agency to enforce any violation or breach of the Subscriber Agreement by such individuals, subject to federal law.

B. Advertisements: Asana agrees not to serve or display any third-party commercial advertisements or solicitations on any pages within the Asana site that display content uploaded by or under the control of the Agency.

C. Taxes: With reference to Section 5 of the Subscriber Agreement, the Parties understand that the Federal Acquisition Regulation (FAR) 29.302 (48 CFR, Chapter 1, Part 29, Subpart 29.302 – Application of State and local taxes to the Government) states that “Generally, purchases and leases made by the Federal Government are immune from State and local taxation.” Therefore, Asana will include no tax in Agency billings unless the tax has been determined by the Agency to be proper for payment.

D. Indemnification, Liability, Statute of Limitations: Any provisions in the Subscriber Agreement related to indemnification by the customer, damages, attorneys fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. Liability of either party for any breach of the Subscriber Agreement as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment.

E. Governing law and Forum: The Subscriber Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, applicable federal laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California including its choice of law rules will apply in the absence of applicable federal law. Any arbitration, mediation or other dispute resolution provision in the Subscriber Agreement is hereby waived. The forum for purposes of resolving claims and disputes will be determined in accordance with federal law.

F. No automatic renewal: With respect to Section 5 of the Subscriber Agreement, Asana agrees to waive the provision allowing Asana to automatically charge the Agency upon a renewal date associated with Customer’s account. Asana agrees to remove the auto-renew default setting for any Agency whose account details page designates an email address that ends in .gov, .mil, or .fed.us. Instead, Asana will notify the Agency to allow the Agency to determine if funds are available and if the Service will be needed for a renewal period.

G. Continuity of service during dispute: With respect to Section 6 of the Subscriber Agreement, Asana agrees to waive the language that would otherwise permit Asana to terminate the Premium Subscription contract in the event of an alleged breach of the Agreement by the Agency. Instead, recourse against the United States for any alleged breach of the Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the Contract Disputes Act, as applicable. During the resolution of the dispute the Contractor, Asana, shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Agency Contracting Officer.

H. Limitation of liability: The Parties agree that nothing in the limitation of liability provision in Section 10 or elsewhere in the Subscriber Agreement in any way grants Asana a waiver from, release of, or limitation of, liability pertaining to any past, current or future violation of federal law.

I. No endorsement: With reference to Section 4(d) of the Subscriber Agreement, Asana agrees that the Agency’s name, seals, logos, trademarks, service marks, trade names, and the fact that the Agency has a presence on the Asana site and uses its Services, shall not be used by Asana in such a manner as to state or imply (in the judgment of a reasonable person) that Asana’s products or services are endorsed, sponsored or recommended by the Agency or by any other element of the Federal Government, or are considered by the Agency or the Federal Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Agency, Asana agrees not to display any Agency or Government names, seals, trademarks, logos, service marks, and trade names on Asana’s homepage or elsewhere on the Asana Site unless permission to do so has been granted by the Agency or by other relevant federal government authority. Asana may list the Agency’s name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party customer.

J. Assignment: As indicated in Section 11(e) of the Subscriber Agreement, neither party may assign its obligations under the Subscriber Agreement as modified by this Amendment to any third party without prior written consent of the other. However, if Agency is using Asana’s free services only, Asana or its subsidiaries may, without the Agency’s consent, assign the Subscriber Agreement as modified by this Amendment to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of its assets. Any transfer of Asana assets related to the Agency’s paid subscription contract requires review and consent by the Agency, under the procedures found in the FAR Subpart 42.13 (48 CFR Chapter 1, Part 42, Subpart 42.12 - Novation).

K. Precedence; Further Amendments: If there is any conflict between this Amendment and the Subscriber Agreement, or between this Amendment and other terms, rules or policies on the Asana site or related to its Service, this Amendment shall prevail. This Amendment constitutes a mutually agreed upon amendment to the Subscriber Agreement; language in the Subscriber Agreement in Section 11(e) indicating it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties.

L. Posting of Amendment: This Amendment shall be posted with the Asana’s online Subscriber Agreement either by incorporation of its text or via an integral link.

Amendment to Asana Subscriber Agreement

Applicable to U.S. Government Customers

Last Updated: May 29, 2015

This is a supplemental agreement (“Amendment”) between Asana and U.S. Government customers (the “Customer” or the “Agency”) and applies to the Agency’s use of Asana’s collaborative workplace management service (the “Service”) under Asana’s Premium Subscriber Agreement (the “Subscriber Agreement”).

The reason for this Amendment is that the Customer, a U.S. Government instrumentality, is obligated to follow federal laws, regulations, and practices, among which are those relating to ethics, advertising and endorsements, tax exemption and immunity, limitations on indemnification, fiscal law constraints, governing law and jurisdiction, dispute resolution, and assignment of contracts.

Asana and Agency (the “Parties”) agree that modifications to the Subscriber Agreement available at /terms#subscriber-agreement are appropriate to accommodate the Agency’s legal status, its public mission, and other special circumstances. Therefore, the Subscriber Agreement is modified by this Amendment as follows.

A. Government entity: As it relates to the Agency’s usage of the Service, the word “Customer” in the Subscriber Agreement shall mean the Agency itself and shall not apply to, nor bind (i) the individual(s) who utilize the Asana Service on the Agency’s behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Asana will look solely to the Agency to enforce any violation or breach of the Subscriber Agreement by such individuals, subject to federal law.

B. Advertisements: Asana agrees not to serve or display any third-party commercial advertisements or solicitations on any pages within the Asana site that display content uploaded by or under the control of the Agency.

C. Taxes: With reference to Section 5 of the Subscriber Agreement, the Parties understand that the Federal Acquisition Regulation (FAR) 29.302 (48 CFR, Chapter 1, Part 29, Subpart 29.302 – Application of State and local taxes to the Government) states that “Generally, purchases and leases made by the Federal Government are immune from State and local taxation.” Therefore, Asana will include no tax in Agency billings unless the tax has been determined by the Agency to be proper for payment.

D. Indemnification, Liability, Statute of Limitations: Any provisions in the Subscriber Agreement related to indemnification by the customer, damages, attorneys fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. Liability of either party for any breach of the Subscriber Agreement as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment.

E. Governing law and Forum: The Subscriber Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, applicable federal laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California including its choice of law rules will apply in the absence of applicable federal law. Any arbitration, mediation or other dispute resolution provision in the Subscriber Agreement is hereby waived. The forum for purposes of resolving claims and disputes will be determined in accordance with federal law.

F. No automatic renewal: With respect to Section 5 of the Subscriber Agreement, Asana agrees to waive the provision allowing Asana to automatically charge the Agency upon a renewal date associated with Customer’s account. Asana agrees to remove the auto-renew default setting for any Agency whose account details page designates an email address that ends in .gov, .mil, or .fed.us. Instead, Asana will notify the Agency to allow the Agency to determine if funds are available and if the Service will be needed for a renewal period.

G. Continuity of service during dispute: With respect to Section 6 of the Subscriber Agreement, Asana agrees to waive the language that would otherwise permit Asana to terminate the Premium Subscription contract in the event of an alleged breach of the Agreement by the Agency. Instead, recourse against the United States for any alleged breach of the Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the Contract Disputes Act, as applicable. During the resolution of the dispute the Contractor, Asana, shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Agency Contracting Officer.

H. Limitation of liability: The Parties agree that nothing in the limitation of liability provision in Section 10 or elsewhere in the Subscriber Agreement in any way grants Asana a waiver from, release of, or limitation of, liability pertaining to any past, current or future violation of federal law.

I. No endorsement: With reference to Section 4(d) of the Subscriber Agreement, Asana agrees that the Agency’s name, seals, logos, trademarks, service marks, trade names, and the fact that the Agency has a presence on the Asana site and uses its Services, shall not be used by Asana in such a manner as to state or imply (in the judgment of a reasonable person) that Asana’s products or services are endorsed, sponsored or recommended by the Agency or by any other element of the Federal Government, or are considered by the Agency or the Federal Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Agency, Asana agrees not to display any Agency or Government names, seals, trademarks, logos, service marks, and trade names on Asana’s homepage or elsewhere on the Asana Site unless permission to do so has been granted by the Agency or by other relevant federal government authority. Asana may list the Agency’s name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party customer.

J. Assignment: As indicated in Section 11(e) of the Subscriber Agreement, neither party may assign its obligations under the Subscriber Agreement as modified by this Amendment to any third party without prior written consent of the other. However, if Agency is using Asana’s free services only, Asana or its subsidiaries may, without the Agency’s consent, assign the Subscriber Agreement as modified by this Amendment to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of its assets. Any transfer of Asana assets related to the Agency’s paid subscription contract requires review and consent by the Agency, under the procedures found in the FAR Subpart 42.13 (48 CFR Chapter 1, Part 42, Subpart 42.12 - Novation).

K. Precedence; Further Amendments: If there is any conflict between this Amendment and the Subscriber Agreement, or between this Amendment and other terms, rules or policies on the Asana site or related to its Service, this Amendment shall prevail. This Amendment constitutes a mutually agreed upon amendment to the Subscriber Agreement; language in the Subscriber Agreement in Section 11(e) indicating it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties.

L. Posting of Amendment: This Amendment shall be posted with the Asana’s online Subscriber Agreement either by incorporation of its text or via an integral link.