The Service allows you to create tasks and associated information, text, files and other materials (together the “Content”) and to share that Content with others. You retain ownership of your Content, but by uploading it onto the Service, you are granting us a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.
We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for Asana.
You must provide accurate information when you create your Asana account.
You are responsible for safeguarding the password and for all activities that occur under your account. You should notify Asana immediately if you become aware of any breach of security or unauthorized use of your account.
You must comply with our Acceptable Use Policy at all times when using the Service.
You may never use another user’s account without permission.
You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
Our Service is not intended for use by persons under the age of 13. By using the Service you are representing to us that you are over the age of 13.
Your Use of Asana Software
As part of the Service, we provide downloadable client software (the “Software”) for your use in connection with the Service. This Software may update automatically and if such Software is designed for use on a specific mobile or desktop operating system, then a compatible system is required for use. So long as you comply with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service; provided, however, that this license does not constitute a sale of the Software or any copy thereof, and as between Asana and You, Asana retains all right, title and interest in the Software. If you are using our API to develop an application based on our Service, you will be subject to our API Terms.
Administrator Access to Your Content
When you sign up for our Service, you associate one or more email addresses with your account. If you use an email address provided to you by a third party entity of which you are a part (such as email@example.com or firstname.lastname@example.org) (each an “Entity”) you hereby grant that Entity and its administrator(s) permission to access, use, download, export, disclose, share, restrict and/or remove Content that you have associated with the email address that includes their domain. You acknowledge and understand that an Entity may elect to utilize one or more third party applications in connection with their teams’ use of the Service and that, by associating Content with an email address that includes an Entity’s domain, you are granting permission to have such Content shared with such third party application(s). You also acknowledge and understand that an Entity may restrict or terminate your access to Content associated with the email address that includes their domain. Please remember that you can associate more than one email address with your Asana account, so you may want to consider associating personal Content with a personal email address.
Your Use of Third Party Applications
We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.
You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.
Asana’s Intellectual Property Rights
The Service (excluding Content provided by users) constitutes Asana’s intellectual property and will remain the exclusive property of Asana and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Asana respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to our Copyright Agent using the process set forth in our DMCA Policy.
Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.
You agree to defend, indemnify and hold harmless Asana and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ASANA IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING ASANA’S API).
The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ASANA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT ASANA HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ASANA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO ASANA IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.
*Informal Efforts - *You agree that prior to filing any claim against Asana relating to or arising out of these Terms you will first contact us at email@example.com to provide us with an effort to resolve the issue in an informal manner.
Arbitration - If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).
*Arbitration Procedures and Fees- *The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in the United States county where you live or work, in San Francisco, CA, or in any other location we agree to. The AAA rules will govern payment of all arbitration fees. Asana will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Asana will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate - Either you or Asana may assert a claim, if it qualifies, in small claims court in San Francisco, CA or any United States county where you live or work. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.
No Class Actions - ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.
Judicial Forum - In the event that the agreement to arbitrate is found not to apply to your claim, then you and Asana agree that any judicial proceedings will be brought in the federal or state courts in San Francisco, CA and both parties consent to venue and personal jurisdiction there.
These Terms will be governed by the laws of the State of California, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
In connection with providing you the Service Asana may transfer, store and process your Content in the U.S. or in any other country in which Asana or its agents maintain facilities. By using the Service you consent to this transfer, processing and storage of your Content.
Entire Agreement; Severability; Waiver
These Terms constitute the entire agreement between you and Asana concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Asana’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email or via our blog, which is located at the URL blog.asana.com.
U.S. Government Agencies
If you are a U.S. Government agency utilizing Asana’s free Service in an official capacity, your use of the Service shall be subject to these Terms and this Amendment.
Our Collection and Use of Information
Information You Provide to Us
We collect personal information, such as your name and email address, when you register for an account on the Service. You may also provide us with optional information such as a photograph. Your user name, email address and any optional profile information that you elect to associate with your account is referred to herein as your “Profile Information.”
If you are a user of our paid premium service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address and phone number. We will share this payment information with the third party processing company as detailed below in “How We Share Your Information: With Trusted Service Providers and Business Partners.” We do not store your payment information.
We may use your email address to send you Service-related notices (including any notices required by law, in lieu of communication by postal mail). We may also use your email address to send you announcements and information about other products or services (including third party services) that you may be interested in (together, the “Marketing Messages”). You may opt-out of receiving Marketing Messages at any time by following the instructions provided in the Marketing Message. Through your account interface, you may also opt-out of receiving categories of Service-related notices that are not deemed by Asana to be integral to your use of the Service.
Even if you are not a registered user of our Service, if you email us we may retain a record of such email communication, including your email address, the content of your email, and our response.
If you choose to use our invitation service to invite a friend to the Service, we will ask you for that person’s contact information, which may include their email address or their social network identity, and automatically send an invitation. Asana stores the information you provide to send the invitation, to register your friend if your invitation is accepted, and to track the success of our invitation service.
Your use of the Service will involve you uploading or inputting various content into the Service; including but not limited to: tasks, attachments, project names, team names, and conversations (together, the “Content”).
You control how your Content is shared with others via your settings on the Service.
Asana may view your Content only as necessary (i) to maintain, provide and improve the Service; (ii) to resolve a support request from you; (iii) if we have a good faith belief, or have received a complaint alleging, that such Content is in violation of our Acceptable Use Guidelines; (iv) as reasonably necessary to allow Asana to comply with or avoid the violation of applicable law or regulation; or (v) to comply with a valid legal subpoena or request that meets the requirements of our Law Enforcement Guidelines. We may also analyze the Content in aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.
Information We Collect Automatically
When you use the Service, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (“IP”) address, browser type and settings, referring / exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages, pages viewed, mobile carrier, date and time stamp information and other such information. Log files help us to monitor, analyze, improve and maintain the Service and to diagnose and fix any Service-related issues.
When you access the Service using a mobile device, we collect specific device information contained in your mobile device’s “device identifier.” This device identifier includes information such as the type of device you are using, its operating system, and mobile network information, which may include your mobile phone number. We may associate this device identifier with your Service account and will use data associated with your device identifier to customize our Services to your device and to analyze any device-related issues.
We may collect and process information about the location of the device from which you are accessing the Service. Location data may convey information about how you browse the Service and may be used in conjunction with personally identifiable information. You can disable location based services in settings associated with the Service; however please be aware that some features of the Service may not function properly if location services are turned off.
Asana uses technologies like cookies, pixel tags and web beacons to provide, monitor, analyze, promote and improve the Service. For example, a cookie is used to remember your user name when you return to the Service and to improve our understanding of how you interact with the Service. You can block cookies on your web browser; however please be aware that some features of the Service may not function properly if the ability to accept cookies is disabled.
We do not currently recognize or respond to browser-initiated Do Not Track signals that provide a method to opt out of the collection of information about online activities over time and across third-party websites or online services as there is no consistent industry standard for compliance.
How We Share Your Information
We may share the information we collect from you with third parties as detailed below.
As Directed By You
We will display your Profile information on your profile page and elsewhere on the Service in accordance with the preferences you set in your account. You can review and revise your Profile information at any time.
We will display your Content within the Service as directed by you.
With Trusted Service Providers and Business Partners
We may utilize trusted third party service providers to assist us in delivering, improving, protecting and promoting our Service. For example, we may use third parties to help host our Service, send out email updates, perform analyses related to the operation of our Service, or process payments. We may also store personal information in locations outside the direct control of Asana (for instance, on servers or databases co-located with hosting providers).
With Law Enforcement or In Order to Protect Our Rights
We may disclose your information (including your personally identifiable information) in response to a lawful request by public authorities, including to meet national security or law enforcement requirements. All such requests shall be required to meet our Law Enforcement Guidelines. We may also disclose your information to our legal counsel, governmental authorities or law enforcement if we believe that it is reasonably necessary to do so in order to comply with a law or regulation; to protect the safety of any person; to address fraud, security or technical issues; or to protect Asana’s rights or property.
In an Aggregate and Non-Personally Identifiable Manner.
We may disclose aggregate non-personally identifiable information (such as aggregate and anonymous usage data, platform types, etc.) about the overall use of our Service publicly or with interested third parties to help them understand, or to help us improve, the Service.
In Connection With a Sale or Change of Control
How We Protect Your Information
The security of your information is important to us. When you enter sensitive information (such as a credit card number) as part of our service, we encrypt the transmission of that information using industry-standard encryption.
Asana uses commercially reasonable and industry-standard physical, managerial, and technical safeguards to preserve the integrity and security of your information. For example, we continuously and regularly back up your data to help prevent data loss and aid in data recovery. We also guard against common web attack vectors, host data in secure SAS 70 audited data centers, and implement firewalls and access restrictions on our servers to secure our network and better protect your information.
Although we allow you control over where you share your Content and what information is included in your Profile and take reasonable steps to maintain the security if the information associated with your account, please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other users with whom you share your Content and we are not responsible for third party circumvention of any privacy settings or security measures on the Service.
Your Choices About Your Information
You may, of course, decline to submit personally identifiable information through the Service, in which case Asana may not be able to provide certain services to you. You have a right to access information we hold about you. You may update or correct your account information at any time by logging in to your account. For questions or inquiries regarding the correction or deletion of your personally identifiable information on the Service you may contact us at firstname.lastname@example.org.
Information you provide in comments to our blogs are public and may be read, collected, and used by others who view those blogs. Your posts will remain even after you cancel your Service account.
EU-US Privacy Shield Framework
Asana has further committed to refer unresolved privacy complaints under the EU-US Privacy Shield Principles to BBB EU Privacy Shield, a non-profit alternative dispute resolution provider located in the United States and operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Asana, please visit the BBB EU Privacy Shield web site at www.bbb.org/EU-privacy-shield/for-eu-consumers/ for more information and to file a complaint.
Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield Panel.
Asana is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC) with respect to its compliance with the provisions of the EU-US Privacy Shield.
US-Swiss Safe Harbor
Asana has further committed to refer unresolved privacy complaints under the U.S.-Swiss Safe Harbor to an independent dispute resolution mechanism operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgement of your complaint, or if your complaint is not satisfactorily addressed, please visit www.bbb.org/us/safe-harbor-complaints; for more information and to file a complaint.
Our Service is not directed to persons under 13. Asana does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for an account on the Service. If we become aware that we have collected personal information from a child under age 13 without verification of parental consent, we take steps to remove that information. If you believe that we might have any information from or about a child under 13, please contact us at email@example.com.
International Data Transfer
Links to Other Web Sites
Do Not Track Signals
Some browsers have a “do not track” feature that lets you tell websites that you do not want to have your online activities tracked. We currently do not respond to “do not track” signals.
This Premium Subscriber Agreement (the “Subscriber Agreement”) is between Asana, Inc., a Delaware corporation (“Asana”) and the organization agreeing to these terms (“Customer”). This Subscriber Agreement governs Customer’s access to Asana’s collaborative workplace management service (the “Service”) and its associated applications and website . By clicking “I Agree,” attaching this Subscriber Agreement to a purchase order or similar order form, or using the Service as a paid subscriber, Customer agrees to the terms of this Subscriber Agreement. If an individual is entering into this Subscriber Agreement on behalf of an organization such organization shall be deemed the Customer hereunder and such individual hereby represents and warrants that he has the power and authority required to bind such organization to this Subscriber Agreement.
The Service and Associated Software. Customer and users of the Service under Customer’s account (the “End Users”) may access and use the Services in accordance with this Subscriber Agreement and Asana’s Acceptable Use Policy. Asana may update or modify the Services from time to time. If, in Asana’s reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, Asana will inform Customer via the email address associated with Customer’s account no less than twenty (20) days prior to such change. We provide certain downloadable client software applications (the “Software”) for use in connection with the Service. This Software is updated automatically and, if such Software is designed for use on a mobile device, then a compatible mobile device is required for use. The license being granted to Customer hereunder does not constitute a sale of the Software or any copy thereof, and as between Asana and Customer, Asana retains all right, title, and interest in the Software.
Asana will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of Customer Data that are designed to protect the integrity of Customer Data and to guard against the unauthorized or unlawful access to, use of or processing of such Customer Data. For purposes hereof, the term “Customer Data” shall mean the structured data and any files or attachments submitted to the Service by Customer, as well as the account and contact information submitted to the Service by Customer and its End Users.
Asana will use reasonable efforts, consistent with standard industry practices, to ensure that the Service and Software do not contain any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service or Software.
Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. Asana shall not be held liable for any actions on the part of Customer’s Administrator(s).
End User Conduct; Compliance. Customer is responsible for use of the Service by its End Users and for their compliance with Asana’s Acceptable Use Policy. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use and disclose the content posted by the End Users on the Service; and (ii) to allow Asana to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 13 and Customer will ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify Asana if it becomes aware of any unauthorized access to Customer’s account or the Service.
Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; or (ii) disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
Suspension. Asana may request that Customer suspend the account of any End User who: (i) violates this Subscriber Agreement or Asana’s Acceptable Use Policy; or (ii) is using the Service in a manner that Asana reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for Asana. If Customer fails to promptly suspend or terminate such End User’s account, Asana reserves the right to do so.
Customer’s Use of Third Party Services. Asana does not warrant or support any third party service (e.g., a service that utilizes the Asana API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such third party or its service.
Intellectual Property Rights.
Limited License to Use Customer Content. Customer hereby grants to Asana a limited, non-exclusive and non-transferable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit and display content submitted to the Service by the End Users (the “Customer Content”) for the limited purpose of (i) providing the Service and associated customer support to Customer; (ii) displaying the Customer Content to the End Users; and (iii) analyzing and improving the Service.
Reservation of Rights. Except as expressly set forth herein, this Subscriber Agreement does not (i) grant Asana any rights or interest in or to the Customer Content or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any Asana Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
Use of Customer Suggestions. Asana may incorporate into the Service any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of Asana. Asana may also share and publish aggregate, anonymized data about the use of our Service by our customers.
Asana Customer List. Asana may include Customer’s name in a list of Asana’s Customers online and in print and electronic marketing materials.
Fees and Payment. Fees are non-refundable except as required by law or as explicitly set forth herein. Customer will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, Customer authorizes Asana to charge such fees using Customer’s selected payment method. By default, customer accounts are set to auto-renew and Asana may automatically charge Customer for such renewal on or after the renewal date associated with Customer’s account unless Customer has cancelled the Service prior to its renewal date. Asana may revise fee rates for the Service from time to time and will provide Customer’s designated administrator(s) with email notice of any changes in fees at least thirty (30) days prior to Customer’s Service renewal date. Customer is responsible for providing complete and accurate billing information to Asana. Asana may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all taxes (excluding taxes on Asana’s net income) and Asana will charge tax when required to do so by law.
If Customer requires the use of a purchase order or purchase order number, Customer (a) must provide the purchase order number at the time of purchase; and (b) agrees that, except for any amendments to this Subscriber Agreement that are clearly marked as such on the face of the Purchase Order, any terms and conditions on a Customer purchase order that conflict with this Subscriber Agreement will not apply and are null and void.
Term and Termination. This Subscriber Agreement will remain in effect until Customer terminates its subscription to the Service or until this Subscriber Agreement is otherwise terminated as provided for herein. Customer may terminate this Subscriber Agreement at any time. In addition, either party may terminate this Subscriber Agreement if: (a) the other party is in material breach and fails to cure such breach within twenty (20) days following receipt of written notice from the non-breaching party; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. In the event that this Subscriber Agreement is terminated, (i) the rights granted to Customer pursuant to this Subscriber Agreement (except as specifically set forth in this section) will cease immediately; and (ii) any premium features provided to Customer will cease to be provided. The following sections will survive expiration or termination of this Subscriber Agreement: Sections 4(b) and (c), 6-9, and 11.
Confidentiality. During the course of their performance under this Subscriber Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; employee, customer and supplier information; sales and marketing information. With respect to the Customer, Confidential Information also includes the Customer Content.
Obligations. Except as otherwise expressly permitted under this Services Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Asana may disclose Customer’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Asana’s obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. Customer may disclose Asana’s Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
Exclusions. The obligations set forth in Section 7(b) above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
By Customer. Customer hereby agrees to indemnify, defend and hold harmless Asana, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “Asana Affiliates”), from and against any and all liabilities, damages, obligations, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (together, the “Losses”) arising from or as a result of any claim by a third party against Asana or the Asana Affiliates regarding: (i) use of or access to the Service by Customer or its End Users in violation of this Subscriber Agreement or our Acceptable Use Policy; or (ii) any data or Customer Content transmitted or received through Customer’s account.
By Asana. Asana hereby agrees to indemnify, defend and hold harmless Customer and its employees, contractors, agents, officers and directors (together the “Customer Affiliates”), from and against any and all Losses arising from or as a result of any claim by a third party against Customer or the Customer Affiliates to the extent based on an allegation that the Service or Asana’s technology used to provide the Service infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Asana have any obligations or liability under this section arising from: (i) use of the Service in a modified form or in combination with materials not furnished by Asana; (ii) use of any third party app developed using Asana’s API; or (iii) any content, information, or data provided by Customer, End Users, or other third parties. THIS INDEMNITY IS CUSTOMER’S ONLY REMEDY UNDER THIS SUBSCRIBER AGREEMENT FOR ANY VIOLATION BY ASANA OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Infringement Claims. If the Service becomes, or in Asana’s reasonable judgment is likely to become, the subject of a claim of infringement, then Asana may: (i) obtain the right, at Asana’s expense, for Customer to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Service so that it is no longer infringing. If Asana, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Asana may suspend or terminate Customer’s use of the Service and provide Customer with a pro rata refund of prepaid fees.
Process. The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defense of any claim; provided, however, that: (i) the indemnified party may join in the defense at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN CONNECTION WITH THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE UNDER THIS SUBSCRIBER AGREEMENT FOR (I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; OR (II) LOSS OF USE, DATA, BUSINESS REVENUES, PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), GOODWILL, OR OTHER INTANGIBLE LOSSES. UNDER NO CIRCUMSTANCES WILL ASANA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR CUSTOMER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN BY ANY THIRD PARTY. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EXCEPT IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL ASANA BE LIABLE TO CUSTOMER FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CUSTOMER TO ASANA HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Hosting of the Service; Export Restrictions. The Service is controlled and operated from facilities in the United States. Asana makes no representations that the Service is appropriate or available for use in other locations. Customers who access or use the Service from other jurisdictions (or who allow their End Users to do so) do so of their own volition and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If Customer is located outside of the United States, Customer agrees that Asana may transfer, store and process Customer Content in locations other than Customer’s country. Asana complies with the U.S. – E.U. Safe Harbor Framework and the U.S. – Swiss Safe Harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. To learn more about the Safe Harbor program and to view Asana’s Safe Harbor certification, please visit http://export.gov/safeharbor.
The export and re-export of Content via the Service may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Service may not be used in any country that is subject to an embargo by the United States and Customer may not use the Service in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Service is not made available for use by persons or entities blocked or denied by the United States government.
Modifications. Asana may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) business days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or Asana’s obligations unless affirmatively agreed to by Customer in advance. If, in Asana’s sole and reasonable discretion, the modifications being proposed are material, Asana will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or Asana’s obligations hereunder, Customer agrees to be bound by such modifications.
Governing Law; Dispute Resolution. This Subscriber Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Claims relating to this Agreement or the Service will be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under it Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration will be held in San Francisco, California. Notwithstanding these arbitration provisions, either party may bring suit in the federal or state courts located in San Francisco, California solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of intellectual property rights and both Asana and Customer agree to personal jurisdiction there. All disputes will be resolved on an individual basis and customer may not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions, and consolidations with other arbitrators are not allowed under this Subscriber Agreement.
Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under this Subscriber Agreement.
Force Majeure. Except for payment obligations, neither Asana nor Customer will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
Assignment. Neither this Subscriber Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this Subscriber Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign this Subscriber Agreement will be null and void.
Entire Agreement. This Subscriber Agreement, together with any Customer purchase order or order form associated herewith (as limited by Section 6), constitutes the entire agreement of the parties concerning the subject matter hereof and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter hereof. If a court of competent jurisdiction deems any provision of this Subscriber Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions hereof, which shall remain in full force and effect.
No Waiver. No waiver of any term of this Subscriber Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Subscriber Agreement shall not constitute a waiver of such right or provision.
All users of the Asana Service are expected to comply with this Acceptable Use Policy. Failure to do so may result in suspension or termination of your account. If you have agreed to Asana’s Terms of Service or Subscriber Agreement on behalf of your organization, then this Acceptable Use Policy will apply to all users of the Service under your account (the “End Users”).
Acceptable Use of the Service
No Misuse of the Service. You agree not to misuse the Service. For example, you may not:
use the Service for any unlawful purpose or for promotion of illegal activities;
impersonate another person through the Service or otherwise misrepresent an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
publish or post other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
send unsolicited communications, promotions advertisements, or spam;
publish or link to malicious content intended to damage or disrupt another user’s browser or computer;
access, tamper with, or use non-public areas of the Service, Asana’s computer systems, or the technical delivery systems of Asana’s providers;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
access or search the Services by any means other than Asana’s publicly supported interfaces (for example, “scraping”);
forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service; or
promote or advertise products or services other than your own without appropriate authorization.
Content Standards. You may not post any Content on the Service that:
May create a risk of harm, loss, or physical or mental injury to any other person or the risk of loss or damage to any property;
violates of any applicable law, any intellectual property rights, or anyone’s right of privacy or publicity;
is defamatory, libelous or threatening or that constitutes hate speech; or
contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
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:
Identify the copyrighted work that you claim has been infringed;
Identify the material that is claimed to be infringing and where it is located on the Service;
Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, e-mail address;
Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent at:
1550 Bryant St., 8th floor
San Francisco, CA 94103
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.
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.
License Grants and Restrictions.
API License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to (i) access and use the Asana APIs to receive modify and use user content (the “User Content”) from the Asana service (the “Asana Service”) subject to the permissions of the relevant users accounts; (ii) display the User Content on your website or native application for mobile devices (“Your Application”); and (iii) to use the APIs or User Content to develop, test, and support Your Application, and to distribute Your Application to end users and to allow such end users to access your integration of the APIs within Your Application. You may not install or use the APIs for any other purpose without Asana’s prior written consent.
Trademark License Grant. Subject to your compliance with these API Terms, we grant you a non-exclusive, revocable, non-transferable and non-sublicensable license to reproduce and display the Asana name and logo (the “Asana Marks”) in accordance with Asana’s trademark guidelines and solely to promote or advertise your integration of the APIs in Your Application.
Obtain the explicit consent of the user before collecting, posting or sharing any User Content obtained through the Asana APIs on a user’s behalf. Mere authorization of your application by the user does not constitute consent.
Comply with any requirements or restrictions imposed on usage of User Content by the owner of such content. Although the Asana APIs can be used to provide you with access to User Content, neither Asana’s provision of the Asana APIs to you nor your use of the Asana APIs overrides any requirements or restrictions placed on such User Content by the user.
Provide users with clear and readily accessible information regarding , how you collect, use, store and disclose their data .
Obtain the consent of a user prior to deleting or destroying any of the content associated with their Asana account.
Provide attribution to Asana as the source of data in accordance with the following guidelines:
Display an Asana Mark so it is clear to the user that the data is from Asana.
Comply at all times with trademark guidelines provided by Asana when using or displaying the Asana Marks.
You (and Your App) May Not:
Access, store, or share private user content or passwords.
Make requests that exceed our rate limits or use the APIs in a manner that impacts the stability of Asana’s servers or impacts the behavior of other applications using the APIs.
Use “nofollow” on your links to Asana. All links back to Asana should be followable.
Use fraudulent information to register for a Developer Account.
Request or publish information impersonating an Asana user, misrepresent any user or other third party in requesting or publishing information.
Create or disclose metrics about, or perform any statistical analysis of, the Asana APIs.
Display Asana’s Marks or User Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Asana, other than your permitted use of the APIs under the terms of this API Agreement.
Display the User Content on any site that disparages Asana or its products or services, or infringes any Asana intellectual property or other rights. i) Copy, sell, rent, lease, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the Asana APIs.
Sell, rent, lease, share, transfer, assign, or sublicense any User Content or other information or data obtained through the Asana APIs, directly or indirectly, to or with any third party, including any data broker, ad network, ad exchange, or other advertising or monetization-related party.
Use the User Content in any advertisements or for purposes of targeting advertisements (whether such advertisements appear in Your Application or elsewhere).
Attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use the APIs.
Use the APIs for any application that constitutes, promotes or is used primarily for the purpose of dealing in:
1. spyware or any other malicious programs or code;
2. activities that violate any law or regulation, or any rights of any person, including but not limited to intellectual property rights;
3. activities that, in Asana’s sole judgment, are offensive or might harm Asana’s business or its reputation.
Usage Limitations. Asana may limit the maximum User Content that may be accessed, the rate at which such User Content may be accessed, and/or the number of network calls that Your Application may make via the Asana APIs. Asana may change such usage limits at any time, and/or may utilize technical measures to prevent over-usage and/or stop usage of the Asana APIs by an application after any usage limitations are exceeded.
Fees and Payment. The Asana APIs are currently provided for free, but Asana reserves the right to charge fees for the future use of or access to the Asana APIs. If we do charge a fee for use of the Asana APIs or any developer tools and features, you do not have any obligation to continue to use our developer resources.
Termination. Your license to utilize the Asana APIs and the Asana Marks shall continue until it is terminated by either party as set forth herein. You may terminate this license at any time by discontinuing use of the Asana APIs and closing your developer account. Asana may suspend or terminate your use of all or any of the Asana APIs at any time and for any reason or no reason at all upon notice to you, which notice may be delivered via email or in writing. Upon termination of your license for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Asana APIs, User Content and Asana Marks.
Disclaimer of Any Warranty. Some of the Asana APIs may be experimental and not tested in any manner. Asana does not represent or warrant that any Asana APIs are free of inaccuracies, errors, bugs or interruptions, or are reliable, accurate, complete or otherwise valid. The Asana APIs are provided “as is” with no warranty, express or implied, of any kind and Asana expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement. Your use of the Asana APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any Asana APIs including, but not limited to, any damage to your computer system or loss of data.
Limitation of Liability. Asana shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the Asana APIs, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not Asana has been advised of the possibility of such damages. Under no circumstances shall Asana be liable to you for any amount. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in Sections 5-7 may not apply to you.
Release and Waiver. To the maximum extent permitted by applicable law, you hereby release and waive all claims against Asana, and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Asana APIs, the User Content or the Asana Marks. If you are a California resident, you waive your rights under California Civil Code 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits that you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Asana and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from any and all third party claims arising from or in any way related to your use of the Asana APIs, including any liability or expense arising from all claims, losses, damages, liabilities, costs and fees (including reasonable attorneys’ fees) of every kind and nature.
Remedies. You acknowledge that your breach of this API Agreement may cause irreparable harm to Asana, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Asana may be legally entitled, Asana shall have the right to seek immediate injunctive relief in the event of a breach of this API Agreement by you or any of your officers, employees, consultants or other agents.
Relationship of the Parties. You and Asana shall be and act independently and not as partners, joint venturers, agents, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of Asana, express or implied, and you shall not attempt to bind Asana to any contract.
Severability. If any provision of these API Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.
Governing Law. These API Terms and the relationship between you and Asana shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Asana agree to submit to the personal jurisdiction of the courts located within the city and county of San Francisco, CA.
No Waiver. Asana’s failure to exercise or enforce any right or provision of these API Terms shall not constitute a waiver of such right or provision.
U.S. Legal Process Requirements.
We disclose user information solely in accordance with our published Terms of Service and applicable U.S. law, including the federal Stored Communications Act (“SCA”), 18 U.S.C. Sections 2701-2712. In accordance with U.S. law:
A jurisdictionally valid subpoena, issued in connection with an official criminal investigation, is required to compel the disclosure of basic user records, which may include name, length of service, credit card information (including billing address), email address(es), and an IP address, if available.
A court order is required to compel the disclosure of certain records or other information related to a user account (not including contents of communications), which may include message headers and IP addresses, in addition to the basic user records identified above.
A search warrant properly issued under the procedures described in the Federal Rules of Criminal Procedure or equivalent state warrant procedures, based on a showing of probable cause, is required to compel the disclosure of the stored contents of any account, which may include messages, attachments, or other content of communications within a user’s account.
International Legal Requirements.
In the case of requests from law enforcement outside of the U.S., a Mutual Legal Assistance Treaty (MLAT) request or letter rogatory may be required to compel the disclosure of the contents of an account.
Account Preservation Requests.
We will take reasonable steps to preserve account records in connection with official criminal investigations for a period of 90 days pending our receipt of a formal legal request for user data. You may request the preservation of records via email, fax or mail as indicated below.
Information Required in Connection With Your Request.
Your Contact Information.
Requesting Agency’s name
Requesting Agent’s name
Requesting Agent’s badge/identification number
Requesting Agent’s Agency-issued Email address
Requesting Agent’s telephone number, including extension
Requesting Agent’s mailing address (PO Box not acceptable)
Requested response date (please allow at least 3 weeks for processing)
Data Request Information
Full (first and last) name of the Asana User
Email address(es) associated with the User’s account
A clear and specific description of the data being requested (we will be unable to process overly broad or vague requests)
We will search for and disclose data that is specified with particularity in an appropriate form of legal process and which we are reasonably able to locate and retrieve.
Asana’s policy is to notify users of requests for their information, which includes a copy of the request, prior to disclosure so that they may have an opportunity to challenge such request unless: (a) we are prohibited from doing so by law or court order; (b) there are exceptional circumstances, such as an emergency involving the risk of bodily injury or death to a person or group of people or potential harm to minors; or (c) prior notice would be counterproductive (for example, if we believe that the account in question has been hijacked).
Law enforcement officials who believe that notification would jeopardize an investigation should obtain a proper court order or other appropriate process establishing that notice is prohibited. Please note that Officer authored affidavits, cover letters or similar statements are not sufficient to preclude notice to our users.
Please note that in situations where a data request draws attention to an ongoing violation of our Terms of Service we may, in order to protect our service and its Users, take action to prevent any further abuse, including actions that could notify the User(s) who are the subject of your data request that we are aware of their misconduct.
Submitting Your Request.
A data request may be served by fax to (415) 484-7702, by certified mail, express courier, or in person at our corporate headquarters at the following address:
Asana, Inc., 1550 Bryant Street, 8th Floor, San Francisco, CA 94103
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 https://asana.com/terms#subscriber-agreement are appropriate to accommodate the Agency’s legal status, its public mission, and other special circumstances. Therefore, the Subscriber Agreement is modified by this Amendment as follows.
A. Government entity: As it relates to the Agency’s usage of the Service, the word “Customer” in the Subscriber Agreement shall mean the Agency itself and shall not apply to, nor bind (i) the individual(s) who utilize the Asana Service on the Agency’s behalf, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency. Asana will look solely to the Agency to enforce any violation or breach of the Subscriber Agreement by such individuals, subject to federal law.
B. Advertisements: Asana agrees not to serve or display any third-party commercial advertisements or solicitations on any pages within the Asana site that display content uploaded by or under the control of the Agency.
C. Taxes: With reference to Section 5 of the Subscriber Agreement, the Parties understand that the Federal Acquisition Regulation (FAR) 29.302 (48 CFR, Chapter 1, Part 29, Subpart 29.302 – Application of State and local taxes to the Government) states that “Generally, purchases and leases made by the Federal Government are immune from State and local taxation.” Therefore, Asana will include no tax in Agency billings unless the tax has been determined by the Agency to be proper for payment.
D. Indemnification, Liability, Statute of Limitations: Any provisions in the Subscriber Agreement related to indemnification by the customer, damages, attorneys fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. Liability of either party for any breach of the Subscriber Agreement as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment, shall be determined under the Federal Tort Claims Act, Contract Disputes Act, or other governing federal authority. Federal Statute of Limitations provisions shall apply to any claim, demand, suit or proceeding arising from the Subscriber Agreement or this Amendment.
E. Governing law and Forum: The Subscriber Agreement and this Amendment shall be governed by, and interpreted and enforced in accordance with, applicable federal laws of the United States of America without reference to conflict of laws. To the extent permitted by federal law, the laws of the State of California including its choice of law rules will apply in the absence of applicable federal law. Any arbitration, mediation or other dispute resolution provision in the Subscriber Agreement is hereby waived. The forum for purposes of resolving claims and disputes will be determined in accordance with federal law.
F. No automatic renewal: With respect to Section 5 of the Subscriber Agreement, Asana agrees to waive the provision allowing Asana to automatically charge the Agency upon a renewal date associated with Customer’s account. Asana agrees to remove the auto-renew default setting for any Agency whose account details page designates an email address that ends in .gov, .mil, or .fed.us. Instead, Asana will notify the Agency to allow the Agency to determine if funds are available and if the Service will be needed for a renewal period.
G. Continuity of service during dispute: With respect to Section 6 of the Subscriber Agreement, Asana agrees to waive the language that would otherwise permit Asana to terminate the Premium Subscription contract in the event of an alleged breach of the Agreement by the Agency. Instead, recourse against the United States for any alleged breach of the Agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the Contract Disputes Act, as applicable. During the resolution of the dispute the Contractor, Asana, shall proceed diligently with performance of the contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Agency Contracting Officer.
H. Limitation of liability: The Parties agree that nothing in the limitation of liability provision in Section 10 or elsewhere in the Subscriber Agreement in any way grants Asana a waiver from, release of, or limitation of, liability pertaining to any past, current or future violation of federal law.
I. No endorsement: With reference to Section 4(d) of the Subscriber Agreement, Asana agrees that the Agency’s name, seals, logos, trademarks, service marks, trade names, and the fact that the Agency has a presence on the Asana site and uses its Services, shall not be used by Asana in such a manner as to state or imply (in the judgment of a reasonable person) that Asana’s products or services are endorsed, sponsored or recommended by the Agency or by any other element of the Federal Government, or are considered by the Agency or the Federal Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Agency, Asana agrees not to display any Agency or Government names, seals, trademarks, logos, service marks, and trade names on Asana’s homepage or elsewhere on the Asana Site unless permission to do so has been granted by the Agency or by other relevant federal government authority. Asana may list the Agency’s name in a publicly available customer list on its homepage or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third-party customer.
J. Assignment: As indicated in Section 11(e) of the Subscriber Agreement, neither party may assign its obligations under the Subscriber Agreement as modified by this Amendment to any third party without prior written consent of the other. However, if Agency is using Asana’s free services only, Asana or its subsidiaries may, without the Agency’s consent, assign the Subscriber Agreement as modified by this Amendment to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of its assets. Any transfer of Asana assets related to the Agency’s paid subscription contract requires review and consent by the Agency, under the procedures found in the FAR Subpart 42.13 (48 CFR Chapter 1, Part 42, Subpart 42.12 - Novation).
K. Precedence; Further Amendments: If there is any conflict between this Amendment and the Subscriber Agreement, or between this Amendment and other terms, rules or policies on the Asana site or related to its Service, this Amendment shall prevail. This Amendment constitutes a mutually agreed upon amendment to the Subscriber Agreement; language in the Subscriber Agreement in Section 11(e) indicating it alone is the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties.
L. Posting of Amendment: This Amendment shall be posted with the Asana’s online Subscriber Agreement either by incorporation of its text or via an integral link.
Amendment to Asana Terms for Free Service
Applicable to U.S. Government Customers
Last Updated: July 23, 2015
This is a supplemental agreement (“Amendment”) between Asana and U.S. Government users (“You” or the “Agency”) and applies to the Agency’s use of Asana’s free services, software and websites (the “Service”) under the Terms of Service found at https://asana.com/terms (“Terms”).
The reason for this Amendment is that the Agency, a U.S. Government entity, is obligated to follow Federal laws, regulations, and practices, among which are those relating to ethics, advertising and endorsements, limitations on indemnification, fiscal law constraints, governing law and jurisdiction, and dispute resolution.
Asana and Agency (the “Parties”) agree that modifications to the Terms are appropriate to accommodate the Agency’s legal status, its public mission, and other special circumstances. Therefore, the Terms are modified by this Amendment as follows.
Government entity: As it relates to the Agency’s use of the Service, the words “you” and “your” in the Terms shall mean the Agency itself and shall not apply to, nor bind (i) the individual(s) who utilize the Service on the Agency’s behalf, or (ii) any individual user(s) who happen(s) 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 Terms by such individuals, subject to Federal law.
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.
Indemnification, Liability, Statute of Limitations: Any provisions in the Terms related to indemnification by you and any provisions related to damages, attorneys fees, filing deadlines, defense of lawsuits, collection expenses, and settlement are hereby waived. Instead, liability of either party for any breach of the Terms as modified by this Amendment, or any claim, demand, suit or proceeding arising from the Terms as modified by 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 Terms or this Amendment.
Governing law and Forum: The Terms and this Amendment shall be governed by, and be interpreted and enforced in accordance with, applicable Federal laws of the United States 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. Any arbitration, mediation or other dispute resolution provision in the Terms is hereby waived. Instead, the forum for purposes of resolving claims and disputes will be determined in accordance with Federal law. Agency agrees, however, prior to filing any claim against Asana, to first contact the company at firstname.lastname@example.org (https://asana.com) to provide Asana an opportunity to resolve the issue in an informal manner.
Limitation of liability: The Parties agree that nothing in the Limitation of Liability section of the Terms or elsewhere in the Terms 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.
No endorsement: 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 the Service, 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 services, software and websites 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 products or services from other sources. Except on 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 websites 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 user or subscriber.
Assignment: If the Agency is using Asana’s free services only, Asana or its subsidiaries may, without the Agency’s consent, assign these Terms and any rights and licenses granted hereunder 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. However, the Parties agree that 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 Federal Acquisition Regulation (FAR) Subpart 42.13 (48 CFR Chapter 1, Part 42, Subpart 42.12 - Novation).
Precedence; Further Amendments: If there is any conflict between this Amendment and the Terms, or between this Amendment and other terms, rules or policies on the Asana websites or related to its Service, this Amendment shall prevail. This Amendment constitutes a mutually agreed upon amendment to the Terms; language in Terms in the section entitled Entire Agreement indicating the Terms alone are the entire agreement between the Parties is waived. Any further amendment must be agreed to in writing by both Parties.
Posting of Amendment: This Amendment shall be posted with the Asana’s online Terms of Service either by incorporation of its text or via an integral link. A related Amendment applicable to Agencies who are customers of Asana’s paid subscriber services is available at https://asana.com/terms/government-customers.
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