Effective date: June 22, 2026
These Licensed Software Terms apply to new Order Forms for Licensed Software (as defined below) (or renewals of existing Order Forms for Licensed Software) effective on or after June 22, 2026.
If you are an existing Customer and previously agreed to a version of the Licensed Software Terms before June 22, 2026, these updated Licensed Software Terms will apply to your next Order Form for Licensed Software or renewal Order Form for Licensed Software. If you have a separate written agreement with Asana for the applicable Licensed Software, these online Licensed Software Terms will not apply to you.
These Licensed Software Terms (“License Agreement”) are between Asana, Inc. (“Asana”) and the party identified as the customer in the applicable Order Form (“Customer”), and are effective as of the date the parties enter into an applicable Order Form incorporating these terms (the “Effective Date”).
In the event of a conflict among the documents making up this License Agreement, the main body of this License Agreement (Sections 1 through 11, inclusive) will prevail, except that any Order Forms, Product-Specific Terms, Data Processing Addendum, or any other exhibit, attachment, or addendum will control over the License Agreement for its specific subject matter.
1.1 “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with Asana or the Customer entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the subject entity or having the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
1.2 “Customer Data” means all information that Customer or its End Users submit to the SaaS Services.
1.3 “Documentation” means the user guides, technical manuals, online help materials, and other written or electronic materials relating to the Licensed Software that Asana makes generally available to its customers, including materials accessible at https://go.asana.com/all-features, or otherwise provided by Asana for use with the Licensed Software.
1.4 “End User” means any individual who is authorized by Customer to use the Licensed Software, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.
1.5 "Licensed Software" means the on-premise software product(s) identified on the Order Form or accompanied by this License Agreement, in object code format, together with the Documentation and any Updates provided to Customer.
1.6 “Order Form” means an ordering document or an online order, including orders for trials, entered into between Customer and Asana (or Affiliates of either party) specifying the Licensed Software to be provided pursuant to this License Agreement. Each Order Form is a stand-alone agreement, separate from any other Order Form, incorporating the terms and conditions of this License Agreement by reference.
1.7 “Product-Specific Terms” means specific policies and terms available at https://asana.com/terms/asana-product-specific-terms, that apply to products or features made available by Asana, and which form part of the License Agreement.
1.8 “Subscription” means a subscription to Licensed Software as specified in an Order Form.
1.9 “Subscription Term” means the initial term of a Subscription identified in the applicable Order Form (from first applicable Start Date to last applicable End Date), and, thereafter, each renewal term, as applicable.
1.5 "Support Services" means any technical or customer support services identified on the Order Form or otherwise provided by Asana in connection with the Licensed Software, and includes, but is not limited to, any telephone, online, or knowledge base support provided to Customer by Asana.
1.10 "Updates" means any updates, new releases, changes, alterations, corrections or enhancements to the Licensed Software provided to Customer by Asana, but excluding new products or separately priced modules or add-ons.
1.11 "Use" or "Using" means to install, access, execute, employ, and/or activate the capabilities of the Licensed Software in accordance with these Licensed Software Terms.
2.1 Delivery. Asana will make the Licensed Software available to Customer by electronic download or such other delivery mechanism as Asana may specify. Customer is solely responsible for procuring and maintaining the hardware, operating systems, network infrastructure, and third-party software required to install and operate the Licensed Software.
2.2 License Grant. Subject to and conditioned upon Customer's compliance with the terms and conditions set forth in this License Agreement, Asana grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except as permitted under Section 11.8 (Assignment) of the License Agreement), revocable license to Use the Licensed Software solely for Customer's internal business operations for the duration of the Subscription Term, and only in accordance with the applicable Order Form (including, without limitation, the applicable quantities and usage metrics), the Product-Specific Terms, and any related Documentation (collectively, “Use Rights”). Customer may permit its End Users to exercise the Use Rights on its behalf, provided that any act or omission by any End User is deemed an act or omission of Customer.
2.3 Affiliates. In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions to Licensed Software pursuant to this License Agreement by entering into an Order Form, and in each such case, all references in this License Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.
2.4 Licensed Restrictions. Customer will not, and will not allow its End Users or any third party to: (i) connect the Licensed Software to any Asana backend system that may process Customer data, (ii) use, reproduce, publish, distribute, modify, sell, rent, lease, sublease, sublicense, assign or transfer the Licensed Software except as expressly provided in this License Agreement; (iii) create any modifications or derivative works of the Licensed Software; (iv) reverse engineer, disassemble, or attempt to derive the source code of the Licensed Software; (v) decompile the Licensed Software except and only to the extent described below; (vi) use the Licensed Software on behalf of a third party such as for a service bureau, facility management, timeshare, or service provider; or (vii) use the Licensed Software for performing comparisons or other benchmarking or competitive analysis activities, or (viii) use the Licensed Software to develop, commercialize, license, sell or support any product, service or technology that could, directly or indirectly, compete with the Licensed Software. As an exception to the restrictions set forth in the foregoing subsection (iv), Customer may decompile the Licensed Software only when expressly permitted by law and when essential to achieve interoperability of the Licensed Software with another software program, provided Customer has first asked Asana in writing to provide the information necessary to achieve such interoperability and Asana has not reasonably made such information available. Requests for such information must be sent pursuant to Section 11.2 (Notices). Customer may not disclose to a third party any information supplied by Asana or obtained by Customer as a result of decompilation or use any such information to create software that is substantially similar to the Licensed Software.
2.5 Customer Compliance. Customer is responsible for use of the Licensed Software by its End Users and for their compliance with this License Agreement. Customer will promptly notify Asana if it becomes aware of any unauthorized use or access to the Licensed Software.
2.7 Third Party Hosting. Customer may use a third-party cloud computing provider to host the Licensed Software on its behalf (“Third Party Host”), provided that the Third Party Host fully complies with all terms of this License Agreement. Customer shall remain solely responsible for ensuring such compliance and for all arrangements, including the payment of any cloud computing or hosting fees. Customer assumes all liability for any breaches of this License Agreement by a Third Party Host.
3.1 Mutual Warranties. Each party represents and warrants that it (i) will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this License Agreement and (ii) has validly entered in this License Agreement and has the legal power to do so.
3.2 By Asana.
3.2.1 Licensed Software Limited Warranty. Subject to compliance with this License Agreement, Asana warrants that the Licensed Software, as delivered by Asana, and when used in accordance with this License Agreement, will materially conform to the Documentation for a period of ninety (90) days from the date of delivery to Customer (the “Warranty Period”). If the Licensed Software does not comply with this warranty and such non-compliance is reported in writing to Asana within the Warranty Period, Asana, at its sole and reasonable discretion will: (i) repair the Licensed Software, (ii) replace the Licensed Software with software of substantially equivalent functionality; or (iii) terminate the Order Form with respect to the affected Licensed Software and refund any prepaid, unused fees attributable thereto paid by Customer or the Authorized Reseller to Asana for such non-compliant Licensed Software on a pro-rata basis, measured from the effective date of termination. The above warranty does not apply to defects resulting from accident, abuse, unauthorized modification, or Customer's failure to install Updates. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY.
3.2.2 WARRANTY DISCLAIMERS. EXCEPT AS SET FORTH IN SECTION 3.2.1 (LIMITED LICENSED SOFTWARE WARRANTY), TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND SUPPORT SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE WARRANTIES SET FORTH IN SECTION 3.2.1 (LIMITED LICENSED SOFTWARE WARRANTY) ARE THE EXCLUSIVE WARRANTIES FOR THE LICENSED SOFTWARE AND SUPPORT SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ASANA MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE LICENSED SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OR USE OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. ASANA MAKES BETA, TRIAL, PROOF OF CONCEPT, AND “SANDBOX” VERSIONS OF THE LICENSED SOFTWARE AVAILABLE AS-IS WITHOUT WARRANTIES OF ANY KIND, AND THE LIMITED WARRANTY SET FORTH IN SECTION 3.2.1 (LIMITED LICENSED SOFTWARE WARRANTY), DOES NOT APPLY TO SUCH VERSIONS.
4.1 Payment. Customer will pay all undisputed amounts due under the applicable Order Form within thirty (30) days of invoice date, which shall be the same date the invoice email is received by Customer. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Asana with notice and detail of the dispute no later than the invoice due date. Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in this License Agreement. Customer is responsible for providing complete and accurate billing information to Asana, including the purchase order number at the time of purchase if Customer requires one. Asana reserves the right to suspend Customer’s account in the event that Customer’s account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. Suspension will not relieve Customer’s obligation to pay amounts due. For transactions where Customer is permitted to make payment via credit card, Customer agrees that, if eligible, Asana may update Customer's payment information through the use of account refresher services provided by third party payment processors.
4.2 Subscriptions. Unless otherwise specified in an Order Form, Subscription fees are based on annual periods (or pro rata portions of annual periods). Subscriptions are sold in set increments based on the units of measurement and subscription size identified in the Order Form.
4.3 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Asana’s net income, Customer will be responsible for all applicable taxes in connection with this License Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If any withholding is required by law, Customer will pay Asana any additional amounts necessary to ensure that the net amount that Asana receives, after any such withholding, equals the amount Asana would have received if no withholding had been applied. Upon request, Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Asana’s failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 4.3 (Taxes). If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Asana without undue delay upon execution of the applicable Order Form.
4.4 Auto-renewal to Subscription. Unless otherwise stated in the applicable Order Form, Customer agrees that its Subscription(s) will automatically renew at the end of the then-current Subscription Term (the “Renewal Date”) for a renewal period equal to the prior Subscription Term, at Asana's then-current rates. Customer authorizes Asana to automatically charge Customer for the applicable fees on or after the Renewal Date unless either Party notifies the other of its intent not to renew the Subscription at least thirty (30) days prior to the Renewal Date.
5.1 Term. This License Agreement commences on the Effective Date and will remain in effect until expiration or termination in accordance with its terms. Any Order Form executed hereunder remains governed by this License Agreement for its then-current Subscription Term, irrespective of any earlier termination or expiration of this License Agreement. Termination or expiration of this License Agreement does not automatically terminate any applicable Order Form unless expressly stated otherwise therein.
5.2 Termination. Either party may terminate this License Agreement and/or any Order Form: (a) upon thirty (30) days written notice if the other party is in material breach of this License Agreement and fails to cure such breach within the notice period, (b) with immediate effect upon receipt of notice in the event of a breach of Section 2.4 (License Restrictions); or (c) with immediate effect if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.
5.3 Effect of Termination. Upon expiration or termination of this License Agreement and/or the applicable Order Form for any reason, all Subscriptions and any other rights granted to Customer under such terminated Order Form will immediately terminate, and Customer will immediately cease to use, and destroy all copies in its possession of, all Licensed Software. Upon termination of an applicable Order Form by Customer pursuant to Section 5.2, Asana will refund to Customer a prorated amount of prepaid, unused fees applicable to the remaining portion of the then-current Subscription Term measured from the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Asana for the Licensed Software in the period prior to the effective date of termination. Any terms that by their nature extend beyond the License Agreement termination remain in effect until fulfilled and apply to successors and assignees. Except where an exclusive remedy is specified, the exercise by either party of any remedy under this License Agreement, including termination, will be without prejudice to any other remedies it may have under this License Agreement, by applicable law or otherwise.
6.1 Definition of Confidential Information. During the course of performance under this License Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes this License Agreement, the Licensed Software, Order Form(s), Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (c) developed independently by the receiving party; or (d) already in the possession of the receiving party without obligation of confidentiality.
6.2 Protection of Confidential Information. The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party’s Confidential Information as it uses with its own similar information that it does not wish to disclose, publish, or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, Affiliates, consultants, subcontractors, or advisors who have a need to know such Confidential Information for the purpose of performing under this License 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 License Agreement. If the parties entered into a non-disclosure agreement prior to executing this License Agreement, the terms of this Section 6 (Confidentiality) will control in the event of any conflict or inconsistency.
6.3 Equitable Relief. In the event of a breach of this Section 6 (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.
6.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.
7.1 Asana Ownership. As between the parties, Asana and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Licensed Software. Customer’s use of the Licensed Software will not affect Asana’s ownership or license rights in the Licensed Software. Except for the rights expressly granted in Section 2.2 (License Grant), Asana reserves all rights in the Licensed Software and does not grant Customer or its End Users any intellectual property rights to the Licensed Software, including any enhancements, modifications or derivatives thereof.
7.2 Feedback. If Customer submits any feedback to Asana regarding the Licensed Software, Asana may use such feedback for any purpose without any compensation or obligation to Customer provided such use does not violate Section 6 (Confidentiality).
8.1 Asana Indemnity.
8.1.1 Asana will (a) defend Customer and its Affiliates and their respective officers, directors, and employees against any third party claims, actions, demands or suits to the extent arising out of or alleging the Licensed Software as provided to Customer under this License Agreement and used by the Customer in accordance with the terms of this License Agreement infringes, misappropriates or violates such third party’s copyright, trademark or U.S. patent rights intellectual property rights (“IP Claim”) and (b) with relation to the IP Claim, pay amounts finally awarded by a court against Customer or included in a settlement approved by Asana. To obtain such defense and payment by Asana, Customer must promptly (i) notify Asana in writing of the claim, (ii) supply information requested by Asana, and (iii) allow Asana to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.
8.1.2 Asana may, in its sole discretion and at no cost to Customer, (i) modify the Licensed Software so that it is no longer claimed to infringe or misappropriate, (ii) terminate this License Agreement and refund any prepaid fees paid by Customer or the Authorized Reseller to Asana for such License, on a prorated basis for the unused period of the Subscription Term measured from the effective date of termination, or (iii) obtain a license for Customer’s continued use of the Licensed Software in accordance with this License Agreement.
8.1.3 Asana has no responsibility or indemnity obligation for an IP claim (a) based on non-Asana products and services, items not provided by Asana, or any violation of law or third party rights caused by Customer Data or other Customer materials or (b) if the infringement would not have occurred but for (i) Customer’s use of the Licensed Software in a manner not expressly permitted by this License Agreement, (ii) modification to the Licensed Software by Customer or any party other than Asana, (iii) Customer’s failure to use any modifications or Updates that have been provided by Asana, or (iv) combination, operation or use of the Licensed Software with software, data, services or business processes other than the Licensed Software.
8.2 This Section states Asana’s entire obligation and exclusive remedy regarding the third party claims described in this Section 8.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS LICENSE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, FOR (I) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, BUSINESS INTERRUPTION, CORRUPTION OF DATA, OR LOSS OF PROFITS, USE, DATA, PRODUCTION, REVENUES, CONTRACTS, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER (IN ANY SUCH CASE) ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT OR RELATING TO THE LICENSED SOFTWARE OR SUPPORT SERVICES, AND WHETHER OR NOT THE PARTY OR ITS SUPPLIERS HAVE BEEN ADVISED THAT SUCH DAMAGES OR LOSSES MIGHT OCCUR; OR (II) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, COVER OR PUNITIVE DAMAGES.
9.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S OR ITS SUPPLIERS’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, REGARDLESS OF THEORY OF LIABILITY, IS LIMITED TO THE TOTAL AMOUNT OF THE FEES ACTUALLY PAID OR PAYABLE, WHICHEVER IS GREATER, TO ASANA BY CUSTOMER OR THE AUTHORIZED RESELLER DURING THE APPLICABLE SUBSCRIPTION TERM FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM. NOTHING IN THIS SECTION WILL EXCLUDE OR LIMIT: (I) CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER; (II) CUSTOMER’S LIABILITY FOR BREACH OF SECTION 2.4 (LICENSE RESTRICTIONS); (III) ASANA’S OR CUSTOMER’S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION); OR (IV) ANY LIABILITY WHICH CANNOT BE EXCLUDED BY LAW. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY STATED REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
Customer acknowledges and agrees that it will comply with all applicable export controls and trade sanctions laws, regulations and/or any other relevant restrictions in Customer’s use of the Licensed Software, including that Customer will not permit access to or use of any Licensed Software in any country where such access or use is subject to a trade embargo or prohibition, and that Customer will not use Licensed Software in support of any controlled technology, industry, or goods or services without having a valid governmental license, authority, or permission to engage in such conduct. Customer represents that it is not named on any governmental or quasi-governmental denied party or debarment list that would restrict access to, or use or delivery of, the Licensed Software, including without limitation lists maintained by the U.S. Department of Commerce, U.S. Department of State, U.S. Department of Treasury, or other agency.
11.1 Governing Law; Venue. Both parties agree to (i) the application of the laws of the State of California, United States, without regard to conflict of law principles and (ii) the exclusive jurisdiction and venue in the state or Federal courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the License Agreement.
11.2 Notices. Asana may give general notices related to the Licensed Software that apply to all Licensed Software customers by email. Other notices sent by either party under the License Agreement must be in writing and sent to the business mailing or email address specified in writing by a party, such as in the Order Form as applicable. Notices are deemed given when received.
11.3 Publicity. Asana may include Customer’s name and logo in Asana’s online customer list and in print and electronic marketing materials.
11.4 Access to Non-Production Versions of the Service. Customer may be provided with access to beta, trial, pilot, proof of concept, or sandbox versions of the Licensed Software or features within the Licensed Software (collectively, the “Non-Production Versions of the SaaS Service”). Customer acknowledges and understands that its use of the Non-Production Versions of the Licensed Software is not required and is at Customer’s own risk, and that Non-Production Versions of the Licensed Software are made available on an “as is” basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to different and additional terms (to the extent of a conflict between this License Agreement and such other terms, such other terms control). Non-Production Versions of the Licensed Software are not for production use, not supported, and not subject to availability or security obligations. Asana will have no liability for any harm or damage arising out of or in connection with Non-Production Versions of the Licensed Software.
11.5 Relationship of the Parties. Asana is an independent contractor, not Customer’s agent, joint venturer, partner, or fiduciary. No right or cause of action for any third party is created by the License Agreement or any transaction under it.
11.6 Force Majeure. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.
11.7 Severability; No Waiver. If any provision of the License Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. No failure or delay by a party in exercising any right, power or privilege under this License Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this License Agreement.
11.8 Assignment. Neither party may assign the License Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the License Agreement to its Affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.9 Commercial Software. The Licensed Software is considered “commercial computer software” and “commercial computer software documentation” for the purposes of FAR 12.212 and DFARS 227.7202, as amended, or equivalent provisions of agencies that are exempt from the FAR or that are U.S. state or local government agencies. Any use, modification, reproduction, release, performance, display, or disclosure of the Licensed Software by the U.S. Government and U.S. state and local government agencies will be governed solely by this License Agreement, and except as otherwise explicitly stated in this License Agreement, all provisions of this License Agreement shall apply to the U.S. Government and U.S. state and local government agencies. If Customer is a federal, state, or other governmental instrumentality, organization, agency, institution, or subdivision, the limitations of liability and Customer’s indemnity obligations herein shall apply only in the manner and to the extent permitted by applicable law.
11.10 Channel Partners. This License Agreement applies to all Subscriptions acquired through Asana’s authorized distributors, resellers or digital marketplaces (each a “Channel Partner”), except (a) all references to the Order Form herein shall refer to the ordering document entered into between Customer and Channel Partner (or Affiliates of either party) specifying the Licensed Software to be provided pursuant to this License Agreement, (b) Sections 4.1-4.4 (Payment) shall not apply to the extent the Channel Partner is responsible for billing the Customer,, and (c) Customer is required to submit any warranty claims to the Channel Partner, who will be solely responsible for managing such claims between Customer and Asana. Notwithstanding subsection (b) above, a breach by Customer of a payment obligation with any Channel Partner for any Subscription will be deemed to be a material breach of this License Agreement. In addition, if Customer fails to pay a digital marketplace for any Subscription or fails to pay amounts directly invoiced by Asana (including overage fees under subsection (c), Asana retains the right to directly enforce payment obligations and collections. Any terms agreed between Customer and a Channel Partner that are in addition to this License Agreement are solely between Customer and the Channel Partner, and will not be binding on Asana.
11.11 Entire Agreement. Each Order Form governed by this License Agreement, including all attachments, exhibits, and addendums, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous representations, understandings and agreements, whether written or oral, with respect to its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions of any purchase order or other business form used by Customer shall be incorporated into, supersede, supplement, or otherwise apply to this License Agreement or Asana, and all such terms or conditions shall be null and void.