Effective Date: November 1, 2018
Asana, Inc. (“Asana,” “we,” “our”) offers a variety of team productivity, collaboration, and organizational tools available online, including via a mobile application (collectively, the “Service”), and websites, including but not limited to www.asana.com, wavelength.com, blog.asana.com, community.asana.com (the “Websites”).
Asana has three different types of users depending on the Asana products used:
We refer to these three types of users collectively as “Users” or “you” for purposes of these User Terms of Service (the “Terms”). Regardless of what type of User you are, these Terms create a legal agreement directly between you and Asana and explain the rules governing use of the Service and Websites. By accessing or using the Service and Websites, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not access or use the Service and Websites.
IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE SERVICE AND WEBSITES 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.
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 Service and Websites. 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 Service and Websites after any such update constitutes your acceptance of such changes.
1.1 General. To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If Asana has previously prohibited you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites.
1.2 Location. These Terms are applicable to Users located in the United States only. If you are located outside of the United States, you will be presented with a different set of terms.
2.1 Account Registration and Confidentiality. To access the Service and Websites, you must register for an Asana account by creating a user name and password. 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. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Asana is entitled to rely on your instructions.
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. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Asana reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
The Service and Websites 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 are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites 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 Service and Websites. You acknowledge that the Service and Websites 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 Service and Websites during and after the term of these Terms and to comply with all 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 Service and Websites. You agree to notify Asana immediately upon becoming aware of any claim that the Service and Websites 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 Service and Websites 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 Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
4.1 User Content and Submissions on the Service. The Service allows 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 to the Service is subject to the following terms:
4.1.1 Free User Content. Free Users maintain ownership of the User Content that they submit to the Service (“Free User Content”). By submitting Free User Content, Free Users grant Asana a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free User Content, as permitted by Asana’s Privacy Policy, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Free User Content on the Service that violates these Terms or that is otherwise objectionable in Asana’s sole discretion.
4.1.2 Subscriber User Content on the Service. Content submitted to the Service by Subscribers (“Subscriber User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Customer Agreement, except with respect to Subscriber User Content submitted by students pursuant to a Customer Agreement with an educational institution (“Student Content”). Such Student Content is owned by the student and not the educational institution. 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, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of the Customer Agreement or these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement and our Law Enforcement Guidelines; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer.
4.2 Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Asana and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant Asana a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Asana marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
4.3 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Asana does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback 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 or Feedback you submit through the Service and/or Websites. 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.
5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Service and Websites only for your own internal use (or, for Subscribers, uses authorized by the Customer), and only in a manner that complies with all legal requirements that apply to you or your use of the Service and Websites, including the Asana Privacy Policy and these Terms. Asana may revoke this license at any time, in its sole discretion.
5.2 Acceptable Use. All Users must comply with the following rules regarding acceptable use of the Service and Websites. Disruption of the Service. You may not:
Misuse of the Service and Websites. You may not utilize the Service and Websites to carry out, promote or support:
User Content Standards Within the Service and Websites. You may not post any User Content on the Service or Websites that:
Violations of this Section 5. In addition to any other remedies that may be available to us, Asana reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Websites, upon notice and without liability for Asana should you fail to abide by the rules in this Section 5 or if, in Asana’s sole discretion, such action is necessary to prevent disruption of the Service or Websites for other users. If you are a Subscriber, Asana reserves the right to notify the Customer’s Account Administrator(s) or other Customer representative(s) of any violations of these Terms.
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.
THE SERVICE AND WEBSITES AND USER CONTENT, WHETHER PROVIDED BY ASANA, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICE AND WEBSITES 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 SERVICE AND WEBSITES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF USER CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICE AND WEBSITES OR THE SERVER(S) THAT MAKE THE SERVICE AND WEBSITES 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 SERVICE AND WEBSITES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICE AND WEBSITES, OR ANY LINK PROVIDED ON THE SERVICE AND WEBSITES, 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 SERVICE OR WEBSITES 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 SERVICE AND WEBSITES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE AND WEBSITES, 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 SERVICE AND WEBSITES. 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 or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.
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 7. 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 7 specifically do apply to you.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD ASANA AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, 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 SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THE TERMS OR ASANA’S PRIVACY POLICY, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. 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.
The Service and Websites 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.
Asana reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (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 Service and Websites.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
12.1 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 12 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.
12.2. 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.
12.3 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 12.7 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 JAMS Comprehensive Arbitration Rules & Procedures (“JAMS”). The JAMS 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.
12.4 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.
12.5 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 JAMS, along with a copy of these Terms and the filing fee required by JAMS; 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.
12.6 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.
12.7 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.
12.8 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 Service 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.
12.9 Changes to This Section. Asana will provide thirty (30) days’ notice of any changes to this section by posting on the Service and Websites. Amendments will become effective thirty (30) days after they are posted on the Service and Websites 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 Service and Websites.
12.10 Survival. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Service and Websites.
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.
14.1 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.
14.2 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.
14.3 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
14.4 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 Service and Websites and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14.5 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Asana and govern your use of the Service and Websites, 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 Service and Websites 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.
14.6 Notices. We may deliver notice to you by e-mail, posting a notice on the Service and Websites 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 Street, Suite 200, San Francisco, CA 94103; or (2) terms-questions@asana.com.
If you have any questions about these Terms, please contact us at terms-questions@asana.com.
Effective Date: November 1, 2018
Asana offers a variety of team productivity, collaboration, and organizational tools available online, including via a mobile application (collectively, the “Service”), and websites, including but not limited to www.asana.com, wavelength.com, blog.asana.com, community.asana.com (the “Websites”). As you use the Service and interact with the Websites, Asana collects and processes information from and about you in order to provide you with access to the Service, enhance your experience while using the Service, and interact with you. This Privacy Policy (the “Policy”) describes how Asana collects, uses, and discloses information collected through the Service and Websites, and what choices you have with respect to such information. The first section below explains which privacy terms are applicable to you depending on what type of user you are.
References to “Asana” throughout the Policy mean the Asana entity that acts as the data controller or data processor of your information, as explained in more detail below. If you do not agree with this Policy, do not access or use the Service, Websites, or any other part of Asana’s business.
If you have any questions about this Privacy Policy, please contact Asana at: 1550 Bryant Street, Suite 200, San Francisco, CA 94103 or by emailing us at privacy@asana.com.
This Privacy Policy contains the following sections:
Asana has three different types of users depending on the Asana products used. Please see the bullets below to determine which type of user you are, and then click the internal link to visit the privacy terms applicable to you. It is possible that you may use Asana in different ways. If so, please review all applicable privacy terms. Also, don’t forget to review Section V, which contains privacy terms applicable to all users.
A. Overview
Section II of this Policy applies only to Subscribers. If you are a Subscriber, the “Customer Agreement” governs the collection and processing of information collected from you through the Customer’s instance of the Service (e.g. a Customer’s organization or workspace, but for purposes of this Policy referred to as the “Workspace”), including all associated messages, attachments, files, tasks, projects and project names, team names, channels, conversations, and other content submitted through the Service (“Workspace Content”). In the event of a conflict between this Privacy Policy and the Customer Agreement, the Customer Agreement governs. Because the Customer controls the Workspace used by Subscribers, if you have any questions about the Customer’s specific Workspace settings and privacy practices, please contact the Customer whose Workspace you use. If you are a Subscriber located in the European Union, please note that the Customer is the data controller with respect to the processing of your Workspace Content pursuant to the EU General Data Protection Regulation (“GDPR”). When processing Workspace Content of EU data subjects governed by the Customer Agreement, Asana is the data processor, meaning that we collect and process such information solely on behalf of the Customer.
B. Collection and Use of Subscriber Information
This section explains the information we collect from Subscribers. We do not require Subscribers to provide us with information. However, certain information, such as account log-in data, is required to provide you with access to the Service, and other information may be collected automatically as you use the Service.
C. How Does Asana Use Subscriber Information?
This section explains how Asana uses information collected from Subscribers.
Maintain, provide, and improve the Service
Respond to your requests for information
Prevent or address technical or security issues and resolve support requests
Investigate in good faith alleged violations of our User Terms of Service
Comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines
Help us better understand user interests and needs, and customize the Service for our users
Engage in analysis, research, and reports regarding use of the Service
Protect the Service and our users
Communicate with you via email and through the Service about important notices and updates regarding the Service, such as to inform you about changes in the Service, our service offerings, and important services-related notices, such as about security and fraud. Because these communications are an important part of the Service, you may not opt out of them
In accordance with applicable legal obligations, communicate with you about promotions, offers, and news about Asana. You have the ability to unsubscribe from such promotional communications
Provide cross-device management of your account. For example, we may 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 Service. If you wish to opt out of the ability of one our service providers, Google Analytics, to locate you across devices in this way, you may install the Google Analytics Opt-out Browser Add-on by clicking here
D. Sharing of Subscriber Information
In accordance with the applicable Customer Agreement, we may share the information we collect from Subscribers as follows:
E. Aggregate De-Identified Data
We may aggregate and/or de-identify information collected through the Service 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 analytics, and may also share such data with any third parties, including partners, affiliates, services providers, and others.
F. Combined Information
We may combine the information that we collect through the Service with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy and the Customer Agreement.
G. Data Retention
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, or where the Customer Agreement requires or permits specific retention or deletion periods.
H. Data Subject Rights
Please contact your Workspace owner(s) or administrator(s) to exercise any data subject rights you have under applicable local laws, including your ability to access, delete, rectify, transfer, or object under the GDPR.
A. Overview
Section III of this Policy applies only to Free Users of the Service. If you are a Free User located in the European Union, Asana is the data controller with respect to the processing of your personal data pursuant to the GDPR.
B. Collection and Use of Free User Information
This section explains how we collect, process, and use the information collected from Free Users. We do not require Free Users to provide us with information. However, certain information, such as account log-in data, is required to provide you with access to the Service, and other information may be collected automatically as discussed below.
C. Use of Free User Information
Asana may use the information collected from Free Users to: - Maintain, provide, and improve the Service - Respond to your requests for information - Prevent or address technical or security issues and resolve support requests - Investigate in good faith alleged violations of our User Terms of Service - Comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines - Help us better understand user interests and needs, and customize the Service for our users - Engage in analysis, research, and reports regarding use of the Service - Protect the Service and our users - Communicate with you via email and through the Service about important notices and updates regarding the Service, such as to inform you about changes in the Service, our service offerings, and important services-related notices, such as about security and fraud. Because these communications are an important part of the Service, you may not opt out of them - In accordance with applicable legal obligations, communicate with you about promotions, offers, and news about Asana. You have the ability to unsubscribe from such promotional communications - Provide cross-device management of your account. For example, we may 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 Service. If you wish to opt out of the ability of one our service providers, Google Analytics, to locate you across devices in this way, you may install the Google Analytics Opt-out Browser Add-on by clicking here
D. Legal Bases for Use of Your Information
If you are located in the EU, please note that the legal bases under the EU General Data Protection Regulation (“GDPR”) for using the information we collect through your use of the Service as a Free User are as follows:
E. Sharing of Free User Information
We share the information we collect through the Service about Free Users with the following:
F. Aggregate De-Identified Data
We may aggregate and/or de-identify information collected through the Service 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.
G. Combined Information
For the purposes discussed in this Policy, we may combine the information that we collect through the Service with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy.
H. Data Retention
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.
I. Data Subject Rights
Local legal requirements (such as those in the EU) may afford you additional rights. If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “Asana Contact Info” section below at any time. Your local laws (such as those in the EU) may permit you to request that we:
We will consider all requests and provide our response within the time period stated by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.
A. Overview
Section IV of this Policy applies only to Site Visitors.
If you visit the Websites, regardless of whether you are also a user of the Service, the following rules apply to you. To eliminate any confusion, please note that the terms in this section apply only to use of Asana’s Websites, not to use of the Service.
If you are a Site Visitor located in the European Union, Asana is the data controller with respect to the processing of your personal data pursuant to the EU General Data Protection Regulation (“GDPR”).
B. Collection and Use of Site Visitor Information
Information Collected from Site Visitors
When you use the Websites, we collect the following information about you:
Cookies and Similar Technologies
To collect the Websites Usage Information discussed 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 Websites. 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 pages of the Websites 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 Websites 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).
Use of Information Collected from Site Visitors
We use the information collected from Site Visitors for a variety of purposes including to:
C. Legal Bases
If you are located in the EU, please note that the legal bases under the GDPR for using the information we collect through your use of the Websites as a Site Visitor are as follows:
D. Aggregate/De-Identified Data
We may aggregate and/or de-identify information collected through the Websites 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.
E. Combined Information
You agree that, for the purposes discussed in this Policy, we may combine the information that we collect through the Websites with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy. If, however, the collection of any information about you is governed by a Customer Agreement, information will only be combined and used in accordance with such Customer Agreement and the sections of this Policy applicable to Subscribers.
F. Website Analytics and Advertising
Online Advertising The Websites may integrate third-party advertising technologies that allow for the delivery of relevant content and advertising on the Websites, as well as on other websites you visit. The ads may be based on various factors such as the content of the page you are visiting, information you enter such as your age and gender, your searches, demographic data, and other information we collect from you. These ads may be based on your current activity or your activity over time and across other websites and online services and may be tailored to your interests.
Third parties, whose products or services are accessible or advertised via the Websites, may also place cookies or other tracking technologies on your computer, mobile phone, or other device to collect information about you as discussed above. We also allow other third parties (e.g., ad networks and ad servers such as Google Analytics, DoubleClick and others) to serve tailored ads to you on our Websites and other websites and to access their own cookies or other tracking technologies on your computer, mobile phone, or other device you use to access the Websites. We sometimes provide Site Visitor information (such as email addresses) to service providers, who may “match” this information in de-identified form to cookies (or mobile ad identifiers) and other proprietary IDs, in order to provide you with more relevant ads when you visit other websites.
We neither have access to, nor does this Policy govern, the use of cookies or other tracking technologies that may be placed on your device you use to access the Websites by such non-affiliated third parties. 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, the Digital Advertising Alliance’s Consumer Opt-Out link, or Your Online Choices 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, visit the Google Ads Settings page. We do not control these 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.
Please note that if you exercise the opt-out choices above, you will still see advertising when you use the Websites, but it will not be tailored to you based on your online behavior over time.
G. Sharing of Site Visitor Information
We share the information we collect through the Websites with the following:
H. Retention of 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.
I. Data Subject Rights
Local legal requirements (such as those in the EU) may afford you additional rights. If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “Asana Contact Info” section below at any time. Your local laws (such as those in the EU) may permit you to request that we:
We will consider all requests and provide our response within the time period stated by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.
J. Third Party Links And Services
The Websites may contain links to third-party websites and functionalities. If you choose to use these third party services, 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 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.
The following additional information about Asana’s privacy practices apply to all users of Asana (Subscribers, Free Users, and Site Visitors).
A. 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 data 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 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 data. 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 https://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. 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 data 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.
B. 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 Service or Websites, or advances in technology. We will make the revised Policy accessible through the Service and Websites, so you should review the Policy periodically. If we make a material change to the Policy, we will comply with applicable legal requirements regarding providing you with notice and/or consent.
C. How We Protect Your Information
Asana takes technical and organizational measures to protect your information 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.
D. Marketing Practices and Choices
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. 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 at 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 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.
E. 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 is located at 1550 Bryant Street, Suite 200, San Francisco, CA 94103. If you wish to contact us or have any questions about or complaints in relation to this Policy, please contact us at privacy@asana.com.
Last Updated: November 30, 2018
This Subscriber Agreement (the “Agreement”) is entered into by and between Asana, Inc. (“Asana”) and the organization agreeing to the terms of this Agreement (“Customer”). This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority bind that organization to this Agreement. This Agreement applies to you if you are a new Customer on or after November 30, 2018.
1.1 Provision of the Service. Asana shall make the Service purchased under an Order Form available to Customer and its End Users pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. Asana may update the content, functionality, and user interface of the Service from time to time in its sole discretion.
1.2 Access Rights. Customer has a non-exclusive, non-sublicenseable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service pursuant to this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes subject to the limitations set forth in the Order Form.
1.3 Usage Restrictions. Customer shall not (a) make the Service available to, or use any Service for the benefit of, anyone other than Customer and its Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or Asana’s Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose, whether by termination of employment or other change in job status or function); or (g) access or use the Service: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).
1.4 Protection of Customer Data. Asana shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. If Customer Data includes personal data defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”) and/or if such Customer Data is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Asana Data Processing Addendum shall apply to such personal data and be incorporated into this Agreement upon the execution and submission of the Data Processing Addendum by Customer to Asana in accordance with its terms. Asana’s Data Processing Addendum may be accessed at https://asana.com/terms#data-processing.
1.5 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify an End User to be the billing owner and, depending on the Subscription, one or more End Users to be administrators (each an “Administrator”) to manage its account, and Asana is entitled to rely on communications from an Administrator when servicing Customer’s account. Depending on the version purchased by Customer, Customer’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data. Customer is responsible for maintaining the security of End User accounts and passwords.
1.6 Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Asana so that Asana and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. Customer shall promptly notify Asana if it becomes aware of any unauthorized use of or access to Customer’s account or the Service.
1.7 Suspension. Asana may request that Customer suspend the account of any End User who (a) violates this Agreement or Asana’s User Terms of Service; or (b) 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.
1.8 Customer’s Use of Third Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Asana API in connection with Customer’s use of the Service (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third Party Services is solely the responsibility of Customer and the applicable third party provider. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Services with the Service. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, Asana shall not be responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of the third party provider or its service.
1.9 Trial Subscriptions. Customer may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) Asana shall have the right to terminate a Trial at any time and for any reason; (b) Asana is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) Asana shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A SUBSCRIPTION AT THE END OF THE TRIAL AND THAT ASANA MAY CHARGE CUSTOMER FOR THE APPLICABLE SUBSCRIPTION FEES UNLESS CUSTOMER HAS NOTIFIED ASANA IN WRITING OF ITS DECISION TO OPT OUT DURING THE TRIAL.
2.1 By Asana. Asana warrants that during the applicable Subscription Term (a) the Service shall perform materially in accordance with the applicable Documentation; and (b) Asana shall not materially decrease the functionality of the Service.
2.2 By Customer. Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from End Users for the submission and processing of personal data through the Service; and (c) the transfer and processing of Customer Data under the Agreement is lawful.
2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, SERVICE, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ASANA AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ASANA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ASANA IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.
3.1 Subscription Fees. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of End Users and version of the Service purchased. Customer shall pay all fees when due and is responsible for providing complete and accurate billing information to Asana. 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. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. The number of End Users purchased under a Subscription cannot be decreased during the applicable Subscription Term. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. Asana reserves the right to suspend Customer’s account, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue. Suspension shall not relieve Customer’s obligation to pay amounts due.
3.2 Auto-renewal. Customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”). Customer authorizes Asana to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. Customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Customer can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term, but will not be issued a refund for the most recently (or any previously) charged fees.
3.3 Calculation. Subscription fees are based on annual or monthly periods (or pro rata portions thereof, calculated on a daily basis) that begin on the Subscription start date and each annual or monthly anniversary thereof. Subscriptions to the Service are sold on a tiered basis based on the number of End Users. Customer shall purchase a Subscription to the Service for each End User, and the initial number of End Users and tier is reflected in the applicable Order Form. Customer may add End Users to its Subscription at any time on written notice to Asana (email notice acceptable). Asana reserves the right to calculate the total number of End Users periodically and, if the number of End Users exceeds Customer’s current Subscription, then Asana reserves the right to invoice Customer for the applicable tier on a pro rata basis for the remaining period in Customer’s Subscription Term, so that all End User Subscription Terms coincide and are co-terminus. Asana reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Customer with notice pursuant to Section 11.4 below) of any such changes at least twenty (20) days prior. Asana may charge Customer the then-current pricing for the applicable Subscription if the number of End Users is modified and/or if Customer changes its Subscription plan.
3.4 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Asana’s net income, Customer shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Service be subject to withholding tax by any government, Customer shall reimburse Asana for such withholding tax.
3.5 Future Features and Functionality. Customer agrees that any purchases under this Agreement are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by Asana regarding future features or functionality. Asana may release Improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Service.
4 Term and Termination. This Agreement commences on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 1.3 (“Usage Restrictions”); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement shall immediately terminate, and Asana may immediately deactivate Customer’s account(s) associated with the Agreement. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Asana. The following sections shall survive expiration or termination of this Agreement: Sections 1.3 (“Usage Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes”), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”), 10 (“Use Outside the United States of America”), 11 (“Miscellaneous”), and 12 (“Definitions”).
5.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is not generally known to the public and at the 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 specifically includes, but is not limited to, the Service, any Order Form(s) entered into by the parties, Customer Data, Results, 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 (a) is or becomes publicly available without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
5.2 Protection of Confidential Information. Except as otherwise expressly permitted under this 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. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing 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. Either party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.
5.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of this Section 5 may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 5 by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 5 in addition to any other remedy to which the disclosing party is entitled at law or in equity.
5.4 Compelled Disclosure. The receiving party may access and 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 such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
5.5 Sensitive/Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).
6.1 By Customer. Customer owns all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related Intellectual Property Rights. Customer grants Asana and its authorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit, and display Customer Data: (a) to maintain, provide, and improve the Service and perform under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that an End User is in violation of this Agreement or the Asana User Terms of Service; or (d) at Customer’s direction or request or as permitted in writing by Customer.
6.2 By Asana. Asana owns and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to its Confidential Information, Results, and the Service, including any enhancements, customizations, or modifications thereto. Where Customer purchases Professional Services hereunder, Asana grants to Customer a non-sublicensable, non-exclusive license to use any reports and other materials developed by Asana as a result of the Professional Services (“Results”) solely in conjunction with Customer’s authorized use of the Service and in accordance with this Agreement.
6.3 Suggestions. Asana welcomes feedback from its customers about the Service and Professional Services. If Customer (including any End User) provides Asana with any feedback or suggestions regarding the Service or Professional Services (“Feedback”), Asana may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to Customer or any End User provided that Asana shall not identify Customer or any End User as the source of such Feedback.
7.1 By Customer. Customer shall defend Asana, its Affiliates, and their employees, officers, and directors (together, the “Asana Indemnified Parties”) from and against third party claims, actions, and demands arising from allegations that Customer Data, unauthorized use of the Service by Customer or its End Users, or Asana’s processing of data pursuant to Customer’s instructions infringes a third party’s Intellectual Property Right or privacy right (each, a “Claim Against Asana”), and Customer shall indemnify and hold the Asana Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Asana Indemnified Parties as a result of, or for any amounts paid by the Asana Indemnified Parties under a Customer-approved settlement of, a Claim Against Asana.
7.2 By Asana. Asana shall defend Customer, its Affiliates, and their employees, officers, and directors (together the “Customer Indemnified Parties”) from and against third party claims, actions, and demands alleging that Customer’s authorized use of the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of that third party (each, a “Claim Against Customer”), and Asana shall indemnify and hold the Customer Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Customer Indemnified Parties as a result of, or for any amounts paid by the Customer Indemnified Parties under an Asana-approved settlement of, a Claim Against Customer; provided, however, in no event will Asana have any obligations or liability under this Section 7.2 to the extent a Claim Against Customer arises from: (a) Customer or any End User’s use of the Service other than as permitted under this Agreement; or (b) use of the Service in a modified form or in combination with products, services, content, or data not furnished to Customer by Asana.
7.3 Potential Infringement. If the Service becomes, or in Asana’s reasonable judgment is likely to become, the subject of a claim of infringement, then Asana may in its sole discretion: (a) obtain the right, at Asana’s expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) 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, in which case Asana’s sole liability (in addition to its obligations under Section 7.2) shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. Sections 7.2 and 7.3 state Asana’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.
7.4 Indemnification Process. The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and shall promptly provide the indemnifying party with all information and assistance reasonably requested and otherwise 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 under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.
8.1 Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8.3 The provisions of this Section 8 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
9 Export Compliance. The Service may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list. Customer shall not permit any End User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and its End Users shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
10 Use Outside the United States of America. The Service is controlled and operated by Asana from its offices in the United States of America. Except as explicitly set forth herein, Asana makes no representations that the Services are appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws. Asana may offer services in other jurisdictions that are subject to different terms and conditions. In such instances, the terms and conditions governing those non-U.S. services shall take precedence over any conflicting provisions in this Agreement.
11.1 Prior Versions. If you were an existing Customer prior to November 30, 2018, the prior version of this Agreement you agreed to when subscribing to the Service will continue to apply to you until you are otherwise notified in accordance with the terms of that agreement.
11.2 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
11.3 Informal Dispute Resolution and Arbitration. 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 directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, the parties agree that any and all disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their 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. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of Section 11.3 mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Customer may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Asana. The notice must be sent within thirty (30) days of the Effective Date of this Agreement between Customer and Asana. If Customer opts out of arbitration, Asana also will not be bound to arbitrate. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief as set forth in Section 5.3 (“Equitable Relief”) above and to stop unauthorized use of the Service or infringement of Intellectual Property Rights. Disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.
11.4 Notice. Asana may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the Asana website or through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Other notices must be sent via email, first class, airmail, or overnight courier to the addresses of the parties provided herein or via an Order Form and are deemed given when received. Notices to Asana must be sent to Asana Legal at legal@asana.com with a copy to Asana, Inc., 1550 Bryant Street, Suite 200, San Francisco, CA 94103, Attn: Legal Dept.
11.5 Publicity. Asana may include Customer’s name and logo in Asana’s online customer list and in print and electronic marketing materials.
11.6 Beta Access. Customer may be invited to participate in review and testing of pre-release versions of new and beneficial tools and Service enhancements which may be identified to Customer as “alpha,” “beta,” “preview,” “pre-release,” “early access,” or “evaluation” product or services (collectively, the “Beta Tests” and such pre-release functionality, the “Beta Product”). Customer acknowledges and understands that its participation in Beta Tests is not required and is at Customer’s own risk, and that Beta Products are made available on an “as is” basis without warranties (express or implied) of any kind, and may be discontinued or modified at any time. Beta Products are for evaluation and testing purposes, not for production use, not supported, not subject to availability or security obligations, and may be subject to additional terms. Asana shall have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products, including without limitation Customer’s assessment of any Beta Product, are Confidential Information of Asana.
11.7 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Without limiting this Section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
11.8 Force Majeure. Asana shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond Asana’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks (each a “Force Majeure Event”). Asana shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). Asana shall promptly notify Customer and make reasonable efforts to mitigate the effects of the Force Majeure Event.
11.9 Severability; No Waiver. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. No waiver of any term of this 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 Agreement shall not constitute a waiver of such right or provision.
11.10 Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement and all Order Forms under this Agreement upon written notice without the other party’s consent to an 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 not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
11.11 U.S. Government Agencies. If Customer is a U.S. Government agency utilizing Asana’s Service in an official capacity, Customer’s use of the Service shall be subject to this Subscriber Agreement and the Amendment to Asana Subscriber Agreement Applicable to U.S. Government Customers.
11.12 Modifications. Asana may revise this Agreement from time to time by posting the modified version on its website. If, in Asana’s sole discretion, the modifications proposed are material, Asana shall provide Customer with notice in accordance with Section 11.4 at least twenty (20) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement.
11.13 Entire Agreement. This Agreement, including all attachments, exhibits, addendums, and any Order Form(s) hereunder, 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. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the provisions of the Agreement and any Order Form, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process, web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
12.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
12.2 “Customer Data” means information submitted by an End User through the Service, including all associated messages, attachments, files, tasks, project names, team names, channels, conversations, and other similar content.
12.3 “Documentation” means Asana’s then-current online user guides, as updated from time to time, and made accessible from within the “Help” feature of the Service.
12.4 “End User” means an individual who is authorized by Customer to use the Service under Customer’s account. End Users may include, without limitation, Customer’s or its Affiliates’ employees, consultants, contractors and agents.
12.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
12.6 “Improvements” means new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Service made generally available by Asana at no additional charge.
12.7 “Order Form” means an ordering document or an online order set forth in the Service interface entered into between Customer and Asana (or Affiliates of either party) specifying the Service or Professional Services (if any) to be provided under this Agreement.
12.8 “Professional Services” means the customer success services provided by Asana, as specified in the applicable Order Form.
12.9 “Service” means Asana’s collaboration work management software as a service platform, including any Improvements, as described in the applicable Order Form.
12.10 “Subscription” means the access to the Service purchased by Customer on a per End User basis.
12.11 “Subscription Term” means the period identified in the Order Form during which Customer’s End Users are permitted to use or access the Service pursuant to the terms set forth in this Agreement.
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:
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.
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.
For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.
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.
For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.
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.
Last Updated: June 7, 2018
In connection with our provision of the Services, Asana and its affiliates may engage third parties (each a “Subprocessor”) to process your Personal Data. In certain circumstances an affiliate of Asana may even be a Subprocessor. As a condition of permitting a Subprocessor to process your Personal Data, Asana (and its affiliates as applicable) will enter into a written agreement with each Subprocessor containing data protection obligations at least as protective as the technical and organizational measures Asana has put into place to protect your Personal Data from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. All terms capitalized above, but not defined have the meaning set forth in Asana’s User Terms of Service, Privacy Policy, and/or your applicable customer agreement with Asana.
| Entity Name | Subprocessing Activity | Entity Country |
|---|---|---|
| Amazon Web Services, Inc. | Cloud Service Provider | United States |
| Google, Inc. | Cloud Service Provider | United States |
| Recurly, Inc. | Payment Processor | United States |
| Looker Data Sciences, Inc. | Analytics Services | United States |
| Zendesk, Inc. | Cloud Customer Support | United States |
| Entity Name | Entity Country |
|---|---|
| Asana Software Ireland Limited | Ireland |
As Asana continues to grow, we may decide to work with new Subprocessors and will provide you with notice when that happens as required under your applicable agreement with Asana.
The General Data Protection Regulation (“GDPR”) is a European law establishing protections for the personal data of EU residents that came into force on May 25, 2018. Under the GDPR, organizations that collect, maintain, use, or otherwise process EU residents’ personal data (regardless of the organization’s location) must implement certain privacy and security safeguards for that data. Asana has established a comprehensive GDPR compliance program and is committed to partnering with its customers and vendors on GDPR compliance efforts. Some significant steps Asana has taken to align its practices with the GDPR include:
Under the GDPR, “data controllers” (i.e. entities that determine the purposes and means of processing data) are required to enter into agreements with other entities that process data on their behalf (called “data processors”). Asana offers its customers who are controllers of EU personal data the option to enter into a robust data processing agreement under which Asana commits to process and safeguard personal data in accordance with GDPR requirements. This includes Asana’s commitment to process personal data consistent with the instructions of the data controller.
As with prior EU data protection laws, the GDPR requires organizations to use a recognized legal mechanism to transfer data from the EU to other countries that do not have a similar data protection framework, including the United States. To comply with this requirement, Asana is certified under the EU-US Privacy Shield framework, which requires it to maintain certain safeguards for personal data transferred to the United States. Additionally, Asana offers customers who are data controllers of EU personal data the option to enter into EU Model Contractual Clauses with us upon request.
The GDPR gives individual data subjects in certain circumstances the rights to, among other things, access, delete, and make corrections to their data. Asana is committed to facilitating data subject requests consistent with the GDPR, as further described in our Privacy Policy.
At its core, the GDPR is focused on transparency, fairness, and accountability. Accordingly, the law requires organizations to maintain documentation about their privacy practices and their decisions about how they handle individuals’ personal data. Asana shares the GDPR’s commitment to these principles, and has included within its ongoing GDPR compliance program documentation about its data collection and processing activities, and the various policies and guidelines it follows pursuant to the GDPR. You can learn more about how Asana collects, uses, and discloses personal data by visiting Asana’s Privacy Policy.
The GDPR requires organizations to use appropriate technical and organizational measures to protect the security, confidentiality, and integrity of personal data. Security continues to be a priority for Asana: we are now SOC 2 Type 1 certified (read more about our certification here) and have implemented a variety of safeguards to protect the security of our platform, including encrypting web connections to protect data transmissions, replicating our databases to support reliability of the platform, and controlling access to our facilities and office network. Asana also offers customers the ability to use additional security controls to further enhance the security of their teams’ data. For more information, please see our Security Statement.
The GDPR’s requirements are comprehensive, but the law and regulatory guidance will evolve. As data protection authorities in Europe interpret the GDPR’s requirements and issue guidance, we will continue to follow these developments closely and evaluate our program for any changes or enhancements as needed. We value communication with our customers. If you have any questions about our GDPR compliance efforts, or if you are a data controller customer with questions about how we can help support your own GDPR compliance efforts, please contact us at privacy@asana.com.
Effective Date: November 1, 2018
Asana, Inc. (“Asana,” “we,” “our”) offers a variety of team productivity, collaboration, and organizational tools available online, including via a mobile application (collectively, the “Service”), and websites, including but not limited to www.asana.com, wavelength.com, blog.asana.com, community.asana.com (the “Websites”). Asana, Inc. is located at 1550 Bryant Street, Suite 200, San Francisco, CA 94103. If you have any questions about these User Terms of Service (the “Terms”), please email us at terms-questions@asana.com. Asana has three different types of users depending on the Asana products used:
We refer to these three types of users collectively as “Users” or “you” for purposes of these Terms. Regardless of what type of User you are, these Terms create a legal agreement directly between you and Asana and explain the rules governing use of the Service and Websites. By accessing or using the Service and Websites, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not access or use the Service and Websites. We may, from time to time, modify these Terms. Please check this page periodically for updates. We will comply with applicable local legal obligations to provide you with notice of changes to these Terms. Your continued use of the Service and Websites after any such update constitutes your acceptance of such changes.
1.1 General. To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If Asana has previously prohibited you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites. 1.2 Location. These Terms are applicable to Users outside of the United States. If you are located in the United States, the terms available at https://asana.com/terms#terms-of-service apply to you.
2.1 Account Registration and Confidentiality. To access the Service and Websites, you must register for an Asana account by creating a user name and password. 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. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Asana is entitled to rely on your instructions.
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. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Asana reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
The Service and Websites 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 are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under U.S. and global 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 Service and Websites. You acknowledge that the Service and Websites 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 notify Asana immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
4.1 User Content and Submissions on the Service. The Service allows 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 to the Service is subject to the following terms:
4.1.1 Free User Content. Free Users maintain ownership of the User Content that they submit to the Service (“Free User Content”). By submitting Free User Content, Free Users grant Asana a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free User Content, as permitted by Asana’s Privacy Policy, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Free User Content on the Service that violates these Terms or that is otherwise objectionable in Asana’s sole discretion.
4.1.2 Subscriber User Content on the Service. Content submitted to the Service by Subscribers (“Subscriber User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Customer Agreement, except with respect to Subscriber User Content submitted by students pursuant to a Customer Agreement with an educational institution (“Student Content”). Such Student Content is owned by the student and not the educational institution. 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, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of the Customer Agreement or these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process that meets the requirements of the Customer Agreement and our Law Enforcement Guidelines; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer.
4.2 Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Asana and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant Asana a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Asana marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
4.3 User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Asana does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback 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 or Feedback you submit through the Service and/or Websites. 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.
5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Service and Websites only for your own internal use (or, for Subscribers, uses authorized by the Customer), and only in a manner that complies with all legal requirements that apply to you or your use of the Service and Websites, including the Asana Privacy Policy and these Terms. Asana may revoke this license at any time, in its sole discretion.
5.2 Acceptable Use. All Users must comply with the following rules regarding acceptable use of the Service and Websites.
Disruption of the Service. You may not:
Misuse of the Service and Websites. You may not utilize the Service and Websites to carry out, promote or support:
User Content Standards Within the Service and Websites. You may not post any User Content on the Service or Websites that:
Violations of this Section 5. In addition to any other remedies that may be available to us, Asana reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Websites, upon notice and without liability for Asana should you fail to abide by the rules in this Section 5 or if, in Asana’s sole discretion, such action is necessary to prevent disruption of the Service or Websites for other users. If you are a Subscriber, Asana reserves the right to notify the Customer’s Account Administrator(s) or other Customer representative(s) of any violations of these Terms.
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.
If we fail to comply with these Terms, we are responsible for loss or damage that you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was an order that was accepted. We also only provide the Service and Websites for your internal use. We have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity based on your use of or reliance on the Service and Websites. We do not exclude or limit in any way our liability to you where it would be unlawful for us to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation and for breach of your legal rights in relation to the Service and Websites.
The information presented on or through the Service and Websites is made available solely for general information purposes. We do not confirm the accuracy, completeness or usefulness of this information. Any reliance that you place on such information is strictly at your own risk.
You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Websites for any reconstruction of any lost data.
The Service and Websites 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.
Asana reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (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 Service and Websites.
Please note that these Terms, and their subject matter and formation, are governed by the laws of Ireland. However, if you are a consumer and resident of any other European country you will benefit from, and if you are a consumer and resident of any country in APAC or the UAE you may benefit from, any mandatory provisions of, and legal rights available to you under, the laws of that country. Nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions and legal rights.
You can contact Asana at dispute-notice@asana.com if you have any complaints or disputes about the Services. You and Asana shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and Asana arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the courts of Ireland. However, if you are a resident of any other European country, APAC country or the UAE, you may also bring proceedings in that country.
12.1. No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
12.2. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.3. Miscellaneous. The section titles in these Terms are for convenience only and have no legal or contractual effect.
12.4 Notices. We may deliver notice to you by e-mail, posting a notice on the Service and Websites 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 Street, Suite 200, San Francisco, CA 94103; or (2) terms-questions@asana.com.
Effective Date: November 1, 2018
Asana offers a variety of team productivity, collaboration, and organizational tools available online, including via a mobile application (collectively, the “Service”), and websites, including but not limited to www.asana.com, wavelength.com, blog.asana.com, community.asana.com (the “Websites”). As you use the Service and interact with the Websites, Asana collects and processes information from and about you in order to provide you with access to the Service, enhance your experience while using the Service, and interact with you. This Privacy Policy (the “Policy”) describes how Asana collects, uses, and discloses information collected through the Service and Websites, and what choices you have with respect to such information. The first section below explains which privacy terms are applicable to you depending on what type of user you are.
References to “Asana” throughout the Policy mean the Asana entity that acts as the data controller or data processor of your information, as explained in more detail below. If you do not agree with this Policy, do not access or use the Service, Websites, or any other part of Asana’s business.
If you have any questions about this Privacy Policy, please contact Asana at: 1550 Bryant Street, Suite 200, San Francisco, CA 94103 or by emailing us at privacy@asana.com.
This Privacy Policy contains the following sections:
Asana has three different types of users depending on the Asana products used. Please see the bullets below to determine which type of user you are, and then click the internal link to visit the privacy terms applicable to you. It is possible that you may use Asana in different ways. If so, please review all applicable privacy terms. Also, don’t forget to review Section V, which contains privacy terms applicable to all users.
A. Overview
Section II of this Policy applies only to Subscribers. If you are a Subscriber, the “Customer Agreement” governs the collection and processing of information collected from you through the Customer’s instance of the Service (e.g. a Customer’s organization or workspace, but for purposes of this Policy referred to as the “Workspace”), including all associated messages, attachments, files, tasks, projects and project names, team names, channels, conversations, and other content submitted through the Service (“Workspace Content”). In the event of a conflict between this Privacy Policy and the Customer Agreement, the Customer Agreement governs. Because the Customer controls the Workspace used by Subscribers, if you have any questions about the Customer’s specific Workspace settings and privacy practices, please contact the Customer whose Workspace you use. If you are a Subscriber located in the European Union, please note that the Customer is the data controller with respect to the processing of your Workspace Content pursuant to the EU General Data Protection Regulation (“GDPR”). When processing Workspace Content of EU data subjects governed by the Customer Agreement, Asana is the data processor, meaning that we collect and process such information solely on behalf of the Customer.
B. Collection and Use of Subscriber Information
This section explains the information we collect from Subscribers. We do not require Subscribers to provide us with information. However, certain information, such as account log-in data, is required to provide you with access to the Service, and other information may be collected automatically as you use the Service.
C. How Does Asana Use Subscriber Information?
This section explains how Asana uses information collected from Subscribers.
D. Sharing of Subscriber Information
In accordance with the applicable Customer Agreement, we may share the information we collect from Subscribers as follows:
E. Aggregate De-Identified Data
We may aggregate and/or de-identify information collected through the Service 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 analytics, and may also share such data with any third parties, including partners, affiliates, services providers, and others.
F. Combined Information
We may combine the information that we collect through the Service with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy and the Customer Agreement.
G. Data Retention
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, or where the Customer Agreement requires or permits specific retention or deletion periods.
H. Data Subject Rights
Please contact your Workspace owner(s) or administrator(s) to exercise any data subject rights you have under applicable local laws, including your ability to access, delete, rectify, transfer, or object under the GDPR.
A. Overview
Section III of this Policy applies only to Free Users of the Service. If you are a Free User located in the European Union, Asana is the data controller with respect to the processing of your personal data pursuant to the GDPR.
B. Collection and Use of Free User Information
This section explains how we collect, process, and use the information collected from Free Users. We do not require Free Users to provide us with information. However, certain information, such as account log-in data, is required to provide you with access to the Service, and other information may be collected automatically as discussed below.
C. Use of Free User Information
Asana may use the information collected from Free Users to: - Maintain, provide, and improve the Service - Respond to your requests for information - Prevent or address technical or security issues and resolve support requests - Investigate in good faith alleged violations of our User Terms of Service - Comply with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines - Help us better understand user interests and needs, and customize the Service for our users - Engage in analysis, research, and reports regarding use of the Service - Protect the Service and our users - Communicate with you via email and through the Service about important notices and updates regarding the Service, such as to inform you about changes in the Service, our service offerings, and important services-related notices, such as about security and fraud. Because these communications are an important part of the Service, you may not opt out of them - In accordance with applicable legal obligations, communicate with you about promotions, offers, and news about Asana. You have the ability to unsubscribe from such promotional communications - Provide cross-device management of your account. For example, we may 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 Service. If you wish to opt out of the ability of one our service providers, Google Analytics, to locate you across devices in this way, you may install the Google Analytics Opt-out Browser Add-on by clicking here
D. Legal Bases for Use of Your Information
If you are located in the EU, please note that the legal bases under the EU General Data Protection Regulation (“GDPR”) for using the information we collect through your use of the Service as a Free User are as follows:
E. Sharing of Free User Information
We share the information we collect through the Service about Free Users with the following:
F. Aggregate De-Identified Data
We may aggregate and/or de-identify information collected through the Service 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.
G. Combined Information
For the purposes discussed in this Policy, we may combine the information that we collect through the Service with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy.
H. Data Retention
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.
I. Data Subject Rights
Local legal requirements (such as those in the EU) may afford you additional rights. If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “Asana Contact Info” section below at any time. Your local laws (such as those in the EU) may permit you to request that we:
We will consider all requests and provide our response within the time period stated by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.
A. Overview
Section IV of this Policy applies only to Site Visitors. If you visit the Websites, regardless of whether you are also a user of the Service, the following rules apply to you. To eliminate any confusion, please note that the terms in this section apply only to use of Asana’s Websites, not to use of the Service. If you are a Site Visitor located in the European Union, Asana is the data controller with respect to the processing of your personal data pursuant to the EU General Data Protection Regulation (“GDPR”).
B. Collection and Use of Site Visitor Information
Information Collected from Site Visitors
When you use the Websites, we collect the following information about you:
Cookies and Similar Technologies
To collect the Websites Usage Information discussed 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 Websites. 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 pages of the Websites 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 Websites 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).
Use of Information Collected from Site Visitors
We use the information collected from Site Visitors for a variety of purposes including to:
C. Legal Bases
If you are located in the EU, please note that the legal bases under the GDPR for using the information we collect through your use of the Websites as a Site Visitor are as follows:
D. Aggregate/De-Identified Data
We may aggregate and/or de-identify information collected through the Websites 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.
E. Combined Information
You agree that, for the purposes discussed in this Policy, we may combine the information that we collect through the Websites with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Policy. If, however, the collection of any information about you is governed by a Customer Agreement, information will only be combined and used in accordance with such Customer Agreement and the sections of this Policy applicable to Subscribers.
F. Website Analytics and Advertising
Website Analytics
We may use third-party web analytics services on our Websites to collect and analyze usage information through cookies and similar tools; engage in auditing, research, or reporting; and provide 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.
Online Advertising
The Websites may integrate third-party advertising technologies that allow for the delivery of relevant content and advertising on the Websites, as well as on other websites you visit. The ads may be based on various factors such as the content of the page you are visiting, information you enter such as your age and gender, your searches, demographic data, and other information we collect from you. These ads may be based on your current activity or your activity over time and across other websites and online services and may be tailored to your interests.
Third parties, whose products or services are accessible or advertised via the Websites, may also place cookies or other tracking technologies on your computer, mobile phone, or other device to collect information about you as discussed above. We also allow other third parties (e.g., ad networks and ad servers such as Google Analytics, DoubleClick and others) to serve tailored ads to you on our Websites and other websites and to access their own cookies or other tracking technologies on your computer, mobile phone, or other device you use to access the Websites. We sometimes provide Site Visitor information (such as email addresses) to service providers, who may “match” this information in de-identified form to cookies (or mobile ad identifiers) and other proprietary IDs, in order to provide you with more relevant ads when you visit other websites.
We neither have access to, nor does this Policy govern, the use of cookies or other tracking technologies that may be placed on your device you use to access the Websites by such non-affiliated third parties. 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, the Digital Advertising Alliance’s Consumer Opt-Out link, or Your Online Choices 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, visit the Google Ads Settings page. We do not control these 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.
Please note that if you exercise the opt-out choices above, you will still see advertising when you use the Websites, but it will not be tailored to you based on your online behavior over time.
G. Sharing of Site Visitor Information
We share the information we collect through the Websites with the following:
H. Retention of 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.
I. Data Subject Rights
Local legal requirements (such as those in the EU) may afford you additional rights. If you would like further information in relation to your legal rights under applicable law or would like to exercise any of them, please contact us using the information in the “Asana Contact Info” section below at any time. Your local laws (such as those in the EU) may permit you to request that we:
We will consider all requests and provide our response within the time period stated by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.
J. Third Party Links And Services
The Websites may contain links to third-party websites and functionalities. If you choose to use these third party services, 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 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.
The following additional information about Asana’s privacy practices apply to all users of Asana (Subscribers, Free Users, and Site Visitors).
A. 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 data 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 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 data. 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 https://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. 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 data 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.
B. 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 Service or Websites, or advances in technology. We will make the revised Policy accessible through the Service and Websites, so you should review the Policy periodically. If we make a material change to the Policy, we will comply with applicable legal requirements regarding providing you with notice and/or consent.
C. How We Protect Your Information
Asana takes technical and organizational measures to protect your information 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.
D. Marketing Practices and Choices
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. 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 at 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 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.
E. 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 is located at 1550 Bryant Street, Suite 200, San Francisco, CA 94103. If you wish to contact us or have any questions about or complaints in relation to this Policy, please contact us at privacy@asana.com.
Last Updated: November 30, 2018
This Subscriber Agreement (the “Agreement”) is entered into by and between Asana, Inc. (“Asana”) and the organization agreeing to the terms of this Agreement (“Customer”). This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating this Agreement; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority bind that organization to this Agreement. This Agreement applies to you if you are a new Customer on or after November 30, 2018.
1.1 Provision of the Service. Asana shall make the Service purchased under an Order Form available to Customer and its End Users pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version of the Service ordered by Customer. Asana may update the content, functionality, and user interface of the Service from time to time in its sole discretion.
1.2 Access Rights. Customer has a non-exclusive, non-sublicenseable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service pursuant to this Agreement during the applicable Subscription Term, solely for Customer’s internal business purposes subject to the limitations set forth in the Order Form.
1.3 Usage Restrictions. Customer shall not (a) make the Service available to, or use any Service for the benefit of, anyone other than Customer and its Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time share, or similarly exploit the Service; (c) reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) access the Service, the Documentation, or Asana’s Confidential Information to build a competitive product or service; (e) alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service; (f) allow End User Subscriptions to be shared or used by more than one individual End User (except that End User Subscriptions may be reassigned to new End Users replacing individuals who no longer use the Service for any purpose, whether by termination of employment or other change in job status or function); or (g) access or use the Service: (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iv) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).
1.4 Protection of Customer Data. Asana shall implement and maintain administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. If Customer Data includes personal data defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”) and/or if such Customer Data is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Asana Data Processing Addendum shall apply to such personal data and be incorporated into this Agreement upon the execution and submission of the Data Processing Addendum by Customer to Asana in accordance with its terms. Asana’s Data Processing Addendum may be accessed at https://asana.com/terms#data-processing.
1.5 Administration of Customer’s Account. Customer acknowledges that it retains administrative control over to whom it grants access to Customer Data hosted in the Service. Customer may specify an End User to be the billing owner and, depending on the Subscription, one or more End Users to be administrators (each an “Administrator”) to manage its account, and Asana is entitled to rely on communications from an Administrator when servicing Customer’s account. Depending on the version purchased by Customer, Customer’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data. Customer is responsible for maintaining the security of End User accounts and passwords.
1.6 Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Asana so that Asana and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. Customer shall promptly notify Asana if it becomes aware of any unauthorized use of or access to Customer’s account or the Service.
1.7 Suspension. Asana may request that Customer suspend the account of any End User who (a) violates this Agreement or Asana’s User Terms of Service; or (b) 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.
1.8 Customer’s Use of Third Party Services. Customer may install or enable third party services for use with the Service, such as online applications, offline software products, or services that utilize the Asana API in connection with Customer’s use of the Service (“Third Party Services”). Any acquisition and use by Customer or its End Users of such Third Party Services is solely the responsibility of Customer and the applicable third party provider. Customer acknowledges that providers of such Third Party Services may have access to Customer Data in connection with the interoperation and support of such Third Party Services with the Service. To the extent Customer authorizes the access or transmission of Customer Data through a Third Party Service, Asana shall not be responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of the third party provider or its service.
1.9 Trial Subscriptions. Customer may access a version of the Service on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) Asana shall have the right to terminate a Trial at any time and for any reason; (b) Asana is providing the Service “as is” and makes no warranties (express or implied) of any kind with respect to the Service during the Trial; and (c) Asana shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A SUBSCRIPTION AT THE END OF THE TRIAL AND THAT ASANA MAY CHARGE CUSTOMER FOR THE APPLICABLE SUBSCRIPTION FEES UNLESS CUSTOMER HAS NOTIFIED ASANA IN WRITING OF ITS DECISION TO OPT OUT DURING THE TRIAL.
2.1 By Asana. Asana warrants that during the applicable Subscription Term (a) the Service shall perform materially in accordance with the applicable Documentation; and (b) Asana shall not materially decrease the functionality of the Service.
2.2 By Customer. Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from End Users for the submission and processing of personal data through the Service; and (c) the transfer and processing of Customer Data under the Agreement is lawful.
2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, SERVICE, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ASANA AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ASANA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ASANA IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING SERVICE PROVIDERS.
3.1 Subscription Fees. Customer’s Subscription fees are set forth in the applicable Order Form and are based on the number of End Users and version of the Service purchased. Customer shall pay all fees when due and is responsible for providing complete and accurate billing information to Asana. 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. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. The number of End Users purchased under a Subscription cannot be decreased during the applicable Subscription Term. If Customer requires the use of a purchase order or purchase order number, Customer shall provide the purchase order number at the time of purchase. Where Customer designates use of a third-party payment processor network (such as a payment agent, for example), Customer shall be responsible for payment of all fees and charges associated with use of such network. Asana reserves the right to suspend Customer’s account, in addition to all of its other available rights and remedies, in the event that Customer’s account becomes overdue. Suspension shall not relieve Customer’s obligation to pay amounts due.
3.2 Auto-renewal. Customer agrees that its Subscription will automatically renew on an annual or monthly basis depending on Customer’s Subscription (the “Renewal Date”). Customer authorizes Asana to automatically charge Customer for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with this Agreement. If Customer wishes to reduce the number of End Users in its Subscription, it must do so prior to the Renewal Date. Customer must cancel its Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. Customer can cancel its Subscription anytime online by going into its account settings and following the instructions provided. If Customer chooses to cancel its Subscription during the Subscription Term, Customer may use the Service until the end of Customer’s then-current Subscription Term, but will not be issued a refund for the most recently (or any previously) charged fees.
3.3 Calculation. Subscription fees are based on annual or monthly periods (or pro rata portions thereof, calculated on a daily basis) that begin on the Subscription start date and each annual or monthly anniversary thereof. Subscriptions to the Service are sold on a tiered basis based on the number of End Users. Customer shall purchase a Subscription to the Service for each End User, and the initial number of End Users and tier is reflected in the applicable Order Form. Customer may add End Users to its Subscription at any time on written notice to Asana (email notice acceptable). Asana reserves the right to calculate the total number of End Users periodically and, if the number of End Users exceeds Customer’s current Subscription, then Asana reserves the right to invoice Customer for the applicable tier on a pro rata basis for the remaining period in Customer’s Subscription Term, so that all End User Subscription Terms coincide and are co-terminus. Asana reserves the right to revise fee rates and/or the billable amount structure for the Service at any time and will provide Customer with notice pursuant to Section 11.4 below) of any such changes at least twenty (20) days prior. Asana may charge Customer the then-current pricing for the applicable Subscription if the number of End Users is modified and/or if Customer changes its Subscription plan.
3.4 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Asana’s net income, Customer shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Service be subject to withholding tax by any government, Customer shall reimburse Asana for such withholding tax.
3.5 Future Features and Functionality. Customer agrees that any purchases under this Agreement are not contingent on the delivery of any future feature or functionality or dependent on any oral or written public or private comments made by Asana regarding future features or functionality. Asana may release Improvements and other features and functionality in its discretion. Some features and functionality may be available only with certain versions of the Service.
4 Term and Termination. This Agreement commences on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with this Agreement have expired or been terminated. Either party may terminate this Agreement if the other party: (a) is in material breach of this Agreement and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 1.3 (“Usage Restrictions”); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement shall immediately terminate, and Asana may immediately deactivate Customer’s account(s) associated with the Agreement. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Asana. The following sections shall survive expiration or termination of this Agreement: Sections 1.3 (“Usage Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes”), 4 (“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”), 10 (“Use Outside the United States of America”), 11 (“Miscellaneous”), and 12 (“Definitions”).
5.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is not generally known to the public and at the 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 specifically includes, but is not limited to, the Service, any Order Form(s) entered into by the parties, Customer Data, Results, 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 (a) is or becomes publicly available without breach of this Agreement by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
5.2 Protection of Confidential Information. Except as otherwise expressly permitted under this 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. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing 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. Either party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.
5.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of this Section 5 may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Section 5 by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 5 in addition to any other remedy to which the disclosing party is entitled at law or in equity.
5.4 Compelled Disclosure. The receiving party may access and 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 such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
5.5 Sensitive/Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).
6.1 By Customer. Customer owns all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related Intellectual Property Rights. Customer grants Asana and its authorized third party service providers a worldwide, non-exclusive license to host, copy, access, process, transmit, and display Customer Data: (a) to maintain, provide, and improve the Service and perform under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that an End User is in violation of this Agreement or the Asana User Terms of Service; or (d) at Customer’s direction or request or as permitted in writing by Customer.
6.2 By Asana. Asana owns and will continue to own all right, title, and interest, including all related Intellectual Property Rights, in and to its Confidential Information, Results, and the Service, including any enhancements, customizations, or modifications thereto. Where Customer purchases Professional Services hereunder, Asana grants to Customer a non-sublicensable, non-exclusive license to use any reports and other materials developed by Asana as a result of the Professional Services (“Results”) solely in conjunction with Customer’s authorized use of the Service and in accordance with this Agreement.
6.3 Suggestions. Asana welcomes feedback from its customers about the Service and Professional Services. If Customer (including any End User) provides Asana with any feedback or suggestions regarding the Service or Professional Services (“Feedback”), Asana may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to Customer or any End User provided that Asana shall not identify Customer or any End User as the source of such Feedback.
7.1 By Customer. Customer shall defend Asana, its Affiliates, and their employees, officers, and directors (together, the “Asana Indemnified Parties”) from and against third party claims, actions, and demands arising from allegations that Customer Data, unauthorized use of the Service by Customer or its End Users, or Asana’s processing of data pursuant to Customer’s instructions infringes a third party’s Intellectual Property Right or privacy right (each, a “Claim Against Asana”), and Customer shall indemnify and hold the Asana Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Asana Indemnified Parties as a result of, or for any amounts paid by the Asana Indemnified Parties under a Customer-approved settlement of, a Claim Against Asana.
7.2 By Asana. Asana shall defend Customer, its Affiliates, and their employees, officers, and directors (together the “Customer Indemnified Parties”) from and against third party claims, actions, and demands alleging that Customer’s authorized use of the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of that third party (each, a “Claim Against Customer”), and Asana shall indemnify and hold the Customer Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Customer Indemnified Parties as a result of, or for any amounts paid by the Customer Indemnified Parties under an Asana-approved settlement of, a Claim Against Customer; provided, however, in no event will Asana have any obligations or liability under this Section 7.2 to the extent a Claim Against Customer arises from: (a) Customer or any End User’s use of the Service other than as permitted under this Agreement; or (b) use of the Service in a modified form or in combination with products, services, content, or data not furnished to Customer by Asana.
7.3 Potential Infringement. If the Service becomes, or in Asana’s reasonable judgment is likely to become, the subject of a claim of infringement, then Asana may in its sole discretion: (a) obtain the right, at Asana’s expense, for Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) 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, in which case Asana’s sole liability (in addition to its obligations under Section 7.2) shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. Sections 7.2 and 7.3 state Asana’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.
7.4 Indemnification Process. The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and shall promptly provide the indemnifying party with all information and assistance reasonably requested and otherwise 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 under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party shall have full control and authority over the defense of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.
8.1 Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8.3 The provisions of this Section 8 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
9 Export Compliance. The Service may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its End Users are named on any U.S. government denied-party list. Customer shall not permit any End User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and its End Users shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
10 Use Outside the United States of America. The Service is controlled and operated by Asana from its offices in the United States of America. Except as explicitly set forth herein, Asana makes no representations that the Services are appropriate for use in other jurisdictions. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with local laws. Asana may offer services in other jurisdictions that are subject to different terms and conditions. In such instances, the terms and conditions governing those non-U.S. services shall take precedence over any conflicting provisions in this Agreement.
11.1 Prior Versions. If you were an existing Customer prior to November 30, 2018, the prior version of this Agreement you agreed to when subscribing to the Service will continue to apply to you until you are otherwise notified in accordance with the terms of that agreement.
11.2 Governing Law; Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
11.3 Informal Dispute Resolution and Arbitration. 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 directly through consultation with each other before initiating a lawsuit or arbitration. If, after good faith negotiations the parties are unable to resolve the dispute, the parties agree that any and all disputes arising out of or in any way relating to this Agreement, including without limitation its existence, validity or termination, shall be resolved according to California law and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS shall appoint an arbitrator experienced in the enterprise software industry. The place of the arbitration will be San Francisco, California unless otherwise agreed upon by the parties. The arbitration will be conducted in English. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. Judgment upon any such award may be enforced in any court of competent jurisdiction. The parties further agree that the arbitration shall be conducted in their 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. If any court or arbitrator determines that the class action waiver set forth herein is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the portions of Section 11.3 mandating arbitration shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Customer may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to Asana. The notice must be sent within thirty (30) days of the Effective Date of this Agreement between Customer and Asana. If Customer opts out of arbitration, Asana also will not be bound to arbitrate. Notwithstanding the foregoing, either party shall be entitled to seek injunctive relief as set forth in Section 5.3 (“Equitable Relief”) above and to stop unauthorized use of the Service or infringement of Intellectual Property Rights. Disputes, claims, or controversies concerning either party’s Intellectual Property Rights or claims of piracy or unauthorized use of the Service shall not be subject to arbitration. The parties further agree that the prevailing party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.
11.4 Notice. Asana may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the Asana website or through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Other notices must be sent via email, first class, airmail, or overnight courier to the addresses of the parties provided herein or via an Order Form and are deemed given when received. Notices to Asana must be sent to Asana Legal at legal@asana.com with a copy to Asana, Inc., 1550 Bryant Street, Suite 200, San Francisco, CA 94103, Attn: Legal Dept.
11.5 Publicity. Asana may include Customer’s name and logo in Asana’s online customer list and in print and electronic marketing materials.
11.6 Beta Access. Customer may be invited to participate in review and testing of pre-release versions of new and beneficial tools and Service enhancements which may be identified to Customer as “alpha,” “beta,” “preview,” “pre-release,” “early access,” or “evaluation” product or services (collectively, the “Beta Tests” and such pre-release functionality, the “Beta Product”). Customer acknowledges and understands that its participation in Beta Tests is not required and is at Customer’s own risk, and that Beta Products are made available on an “as is” basis without warranties (express or implied) of any kind, and may be discontinued or modified at any time. Beta Products are for evaluation and testing purposes, not for production use, not supported, not subject to availability or security obligations, and may be subject to additional terms. Asana shall have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products, including without limitation Customer’s assessment of any Beta Product, are Confidential Information of Asana.
11.7 Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Agreement. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Without limiting this Section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under this Agreement.
11.8 Force Majeure. Asana shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond Asana’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures in third-party hosting services, and denial of service attacks (each a “Force Majeure Event”). Asana shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). Asana shall promptly notify Customer and make reasonable efforts to mitigate the effects of the Force Majeure Event.
11.9 Severability; No Waiver. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties. No waiver of any term of this 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 Agreement shall not constitute a waiver of such right or provision.
11.10 Assignment. Neither this Agreement nor any of the rights and licenses granted under this Agreement may be transferred or assigned by either party without the other party’s express written consent (not to be unreasonably withheld or delayed); provided, however, that either party may assign this Agreement and all Order Forms under this Agreement upon written notice without the other party’s consent to an 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 not involving a direct competitor of the non-assigning party. Any other attempt to transfer or assign this Agreement will be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
11.11 U.S. Government Agencies. If Customer is a U.S. Government agency utilizing Asana’s Service in an official capacity, Customer’s use of the Service shall be subject to this Subscriber Agreement and the Amendment to Asana Subscriber Agreement Applicable to U.S. Government Customers.
11.12 Modifications. Asana may revise this Agreement from time to time by posting the modified version on its website. If, in Asana’s sole discretion, the modifications proposed are material, Asana shall provide Customer with notice in accordance with Section 11.4 at least twenty (20) days prior to the effective date of the modifications being made. By continuing to access or use the Service after the posted effective date of modifications to this Agreement, Customer agrees to be bound by the revised version of the Agreement.
11.13 Entire Agreement. This Agreement, including all attachments, exhibits, addendums, and any Order Form(s) hereunder, 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. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this agreement, express or implied, except for the representations and warranties set forth in this Agreement. To the extent of any conflict or inconsistency between the provisions of the Agreement and any Order Form, the Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process, web portal, or any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
12.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
12.2 “Customer Data” means information submitted by an End User through the Service, including all associated messages, attachments, files, tasks, project names, team names, channels, conversations, and other similar content.
12.3 “Documentation” means Asana’s then-current online user guides, as updated from time to time, and made accessible from within the “Help” feature of the Service.
12.4 “End User” means an individual who is authorized by Customer to use the Service under Customer’s account. End Users may include, without limitation, Customer’s or its Affiliates’ employees, consultants, contractors and agents.
12.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
12.6 “Improvements” means new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Service made generally available by Asana at no additional charge.
12.7 “Order Form” means an ordering document or an online order set forth in the Service interface entered into between Customer and Asana (or Affiliates of either party) specifying the Service or Professional Services (if any) to be provided under this Agreement.
12.8 “Professional Services” means the customer success services provided by Asana, as specified in the applicable Order Form.
12.9 “Service” means Asana’s collaboration work management software as a service platform, including any Improvements, as described in the applicable Order Form.
12.10 “Subscription” means the access to the Service purchased by Customer on a per End User basis.
12.11 “Subscription Term” means the period identified in the Order Form during which Customer’s End Users are permitted to use or access the Service pursuant to the terms set forth in this Agreement.
Last Updated: March 2, 2017
All users of the Asana Service are expected to comply with this Acceptable Use Policy.
Disruption of the Service. You may not:
Misuse of the Service. You may not utilize the Service to carry out, promote or support:
Content Standards Within the Service. You may not post any Content on the Service that:
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.
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.
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:
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.
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.
For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.
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.
For questions about these or any Asana terms or policies, email us at terms-questions@asana.com.
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.
Last Updated: June 7, 2018
In connection with our provision of the Services, Asana and its affiliates may engage third parties (each a “Subprocessor”) to process your Personal Data. In certain circumstances an affiliate of Asana may even be a Subprocessor. As a condition of permitting a Subprocessor to process your Personal Data, Asana (and its affiliates as applicable) will enter into a written agreement with each Subprocessor containing data protection obligations at least as protective as the technical and organizational measures Asana has put into place to protect your Personal Data from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access. All terms capitalized above, but not defined have the meaning set forth in Asana’s User Terms of Service, Privacy Policy, and/or your applicable customer agreement with Asana.
| Entity Name | Subprocessing Activity | Entity Country |
|---|---|---|
| Amazon Web Services, Inc. | Cloud Service Provider | United States |
| Google, Inc. | Cloud Service Provider | United States |
| Recurly, Inc. | Payment Processor | United States |
| Looker Data Sciences, Inc. | Analytics Services | United States |
| Zendesk, Inc. | Cloud Customer Support | United States |
| Entity Name | Entity Country |
|---|---|
| Asana Software Ireland Limited | Ireland |
As Asana continues to grow, we may decide to work with new Subprocessors and will provide you with notice when that happens as required under your applicable agreement with Asana.
The General Data Protection Regulation (“GDPR”) is a European law establishing protections for the personal data of EU residents that came into force on May 25, 2018. Under the GDPR, organizations that collect, maintain, use, or otherwise process EU residents’ personal data (regardless of the organization’s location) must implement certain privacy and security safeguards for that data. Asana has established a comprehensive GDPR compliance program and is committed to partnering with its customers and vendors on GDPR compliance efforts. Some significant steps Asana has taken to align its practices with the GDPR include:
Under the GDPR, “data controllers” (i.e. entities that determine the purposes and means of processing data) are required to enter into agreements with other entities that process data on their behalf (called “data processors”). Asana offers its customers who are controllers of EU personal data the option to enter into a robust data processing agreement under which Asana commits to process and safeguard personal data in accordance with GDPR requirements. This includes Asana’s commitment to process personal data consistent with the instructions of the data controller.
As with prior EU data protection laws, the GDPR requires organizations to use a recognized legal mechanism to transfer data from the EU to other countries that do not have a similar data protection framework, including the United States. To comply with this requirement, Asana is certified under the EU-US Privacy Shield framework, which requires it to maintain certain safeguards for personal data transferred to the United States. Additionally, Asana offers customers who are data controllers of EU personal data the option to enter into EU Model Contractual Clauses with us upon request.
The GDPR gives individual data subjects in certain circumstances the rights to, among other things, access, delete, and make corrections to their data. Asana is committed to facilitating data subject requests consistent with the GDPR, as further described in our Privacy Policy.
At its core, the GDPR is focused on transparency, fairness, and accountability. Accordingly, the law requires organizations to maintain documentation about their privacy practices and their decisions about how they handle individuals’ personal data. Asana shares the GDPR’s commitment to these principles, and has included within its ongoing GDPR compliance program documentation about its data collection and processing activities, and the various policies and guidelines it follows pursuant to the GDPR. You can learn more about how Asana collects, uses, and discloses personal data by visiting Asana’s Privacy Policy.
The GDPR requires organizations to use appropriate technical and organizational measures to protect the security, confidentiality, and integrity of personal data. Security continues to be a priority for Asana: we are now SOC 2 Type 1 certified (read more about our certification here) and have implemented a variety of safeguards to protect the security of our platform, including encrypting web connections to protect data transmissions, replicating our databases to support reliability of the platform, and controlling access to our facilities and office network. Asana also offers customers the ability to use additional security controls to further enhance the security of their teams’ data. For more information, please see our Security Statement.
The GDPR’s requirements are comprehensive, but the law and regulatory guidance will evolve. As data protection authorities in Europe interpret the GDPR’s requirements and issue guidance, we will continue to follow these developments closely and evaluate our program for any changes or enhancements as needed. We value communication with our customers. If you have any questions about our GDPR compliance efforts, or if you are a data controller customer with questions about how we can help support your own GDPR compliance efforts, please contact us at privacy@asana.com.
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Please use your work email address so we can connect you with your team in Asana.
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Please use your work email address, so we can connect you with your team in Asana.
By signing up, I agree to the Asana Privacy Policy and Terms of Service.
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Teams report that Asana Premium increases their team’s efficiency by 45%. Try it free for 30 days to get access to more powerful features that help you hit your goals.
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