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Submitted URL: http://www.smartsheet.com/files/UserAgreement.pdf
Effective URL: https://www.smartsheet.com/legal/user-agreement
Submission: On July 30 via api from IE — Scanned from DE
Effective URL: https://www.smartsheet.com/legal/user-agreement
Submission: On July 30 via api from IE — Scanned from DE
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</form>Text Content
YOUR PRIVACY
Welcome to Smartsheet! We’re glad you’re here and want you to know that we
respect your privacy and your right to control how we collect, use, and share
your personal data. Please read our Privacy Notice to learn about our privacy
practices.
Manage my PreferencesReject AllAccept All
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SMARTSHEET USER AGREEMENT
* Terms of Service
* User Agreement
* Security Practices
* Supplement
* Service Level Agreement
* Privacy
* Smartsheet Privacy Notice
* General Privacy Notice
* General Privacy Notice Table
* Offerings Privacy Notice
* Offerings Privacy Notice Table
* U.S. State Privacy Notice
* Candidate Privacy Notice
* Cookie Notice
* Glossary
* Data Processing Addendum
* Business Associate Agreement
* Subprocessors
* Privacy FAQs
* Other Agreements
* Mobile End-User License Agreement
* Downloadable Software End User License Agreement
* Developer Agreement
* Smartsheet University
* Terms and Conditions
* Smartsheet Certified Candidate Agreement
* Policies
* Limits Policy
* Acceptable Use Policy
* Travel And Expense Policy
* Support Policy
* Miscellaneous
* Site Terms
* Report Abuse
* Responsible Disclosure
* Content Issues
* Intellectual Property
* Insurance Certificate
* Code of Business Conduct and Ethics
* Modern Slavery Act Statement
* UK Gender Pay Gap Report 2023
BY ACCEPTING ELECTRONICALLY, OR ENTERING INTO AN ORDER THAT INCORPORATES, THIS
USER AGREEMENT (“Agreement”), THE INDIVIDUAL OR LEGAL ENTITY (“Customer”) AGREES
THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN CUSTOMER’S ACCESS TO AND USE
OF SMARTSHEET INC. ("Smartsheet") SERVICES. THIS AGREEMENT IS EFFECTIVE AS OF
THE DATE OF SUCH ACCEPTANCE OR EXECUTION (“Effective Date”).
ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A LEGAL
ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO
THE TERMS AND CONDITIONS OF THE AGREEMENT.
CUSTOMER WILL NOT ACCESS OR USE THE SERVICES WITHOUT PRIOR WRITTEN CONSENT FROM
SMARTSHEET IF CUSTOMER IS, BECOMES, OR IS ACTING ON BEHALF OF A DIRECT
COMPETITOR TO SMARTSHEET OR ITS AFFILIATES.
1. Access and Use.
* 1.1 Right to Access and Use. Subject to the terms and conditions of this
Agreement and in consideration of the fees specified in any Order, Smartsheet
hereby grants Customer a worldwide, non-exclusive, non-transferable right to
access and use Smartsheet’s Services, and any other Smartsheet Properties
made available by Smartsheet to Customer for use with such Services, during
the Term and for Customer’s own business purposes. Users may exercise use and
access rights granted to Customer under this Agreement.
* 1.2 Restrictions. Customer will access and use the Smartsheet Properties
in compliance with this Agreement and applicable laws and regulations. Access
to and use of Smartsheet Properties is subject to the applicable restrictions
and limitations specified in an Order, Documentation, and Smartsheet’s
Policies published as of the Term’s start date. Without limiting the
foregoing, Customer will not: (a) commercially sell, resell, license,
sublicense, distribute, or frame the Smartsheet Properties; or (b) use
technology, processes, or other means to provide access to and use of
Smartsheet Properties to more than one individual under a set of User login
credentials. Customer will promptly notify Smartsheet of any known
unauthorized access to or use of Smartsheet Properties. Customer is
responsible for Users’ access to and use of the Smartsheet Properties. Any
restriction or limitation on, or representation or warranty regarding,
Customer’s access and use under this Agreement is deemed to apply to Users.
2. Processing of Customer Content.
* 2.1 Processing. Customer represents and warrants that it has all rights,
permissions, and consents necessary to: (a) submit all Customer Content to
the Services; and (b) grant Smartsheet the limited rights to process Customer
Content as set forth herein. Customer hereby grants Smartsheet a worldwide,
non-exclusive, non-transferable right to use and otherwise process Customer
Content on behalf of Customer under this Agreement: (w) to provide, support,
or optimize the Services; (x) as required by applicable law; (y) as requested
by Customer in writing or as permitted by Customer via a Service’s access
controls; or (z) as necessary to prevent or address technical problems with
the Services or violations of this Agreement. Smartsheet’s right to process
Customer Content will not excuse any obligation of Smartsheet relating to
Customer Content under this Agreement.
* 2.2 Security. Smartsheet has implemented and will maintain information
security practices and safeguards as described in the Security Practices
(available on the Site), which include physical, organizational, and
technical measures designed to secure and preserve the integrity and
confidentiality of the Services and Customer Content and to protect against
information security threats. Smartsheet may update the Security Practices
from time to time, on condition that the update does not materially reduce
the overall level of security or commitments as described therein.
* 2.3 Privacy. Unless otherwise agreed by the parties in writing, the terms
and conditions of the Data Processing Addendum (available on the Site, "DPA")
published as of the Term’s start date govern Smartsheet’s processing of
personal data contained within Customer Content.
* 2.4 Use of Third Parties. Smartsheet may engage third parties to act on
Smartsheet’s behalf in connection with Smartsheet’s provision of the
Services, on condition that: (a) such third parties are subject to applicable
confidentiality and data security obligations that are substantially as
protective as those set forth in this Agreement; and (b) Smartsheet is
responsible for such third parties’ acts and omissions in relation to
Smartsheet’s obligations under this Agreement. Unless otherwise agreed by the
parties in writing, third parties engaged to process Customer Content on
behalf of Smartsheet are identified on the Smartsheet Subprocessors page
(available on the Site).
3. Intellectual Property and Proprietary Rights.
* 3.1 Smartsheet. As between the parties, all right, title, and interest in
and to Smartsheet Properties and Smartsheet’s Confidential Information is
owned by Smartsheet notwithstanding any other provision of this Agreement.
Except as expressly set forth in this Agreement, Smartsheet does not convey
any right, title, or interest in or to Smartsheet Properties or Smartsheet’s
Confidential Information.
* 3.2 Customer. As between the parties, Customer retains all its right,
title, and interest in and to Customer Content and Customer’s Confidential
Information, and all intellectual property and proprietary rights therein.
Except as expressly set forth in this Agreement, Smartsheet acquires no
right, title, or interest from Customer in or to Customer Content or
Customer’s Confidential Information.
* 3.3 Feedback. Customer grants Smartsheet a worldwide, irrevocable,
perpetual, sublicensable, transferable, non-exclusive license to use and
incorporate into Smartsheet’s products and services any feedback or
suggestions for enhancement or remediation that Customer or a User provides
to Smartsheet (“Feedback”), without any obligation of compensation.
Smartsheet acknowledges that Feedback is provided “as-is” and without
representations or warranties, either express or implied, including any
warranties of merchantability or fitness for a particular purpose.
4. Ancillary Services; Third Party Products.
* 4.1 Professional Services. Smartsheet and Customer may enter into an
Order under this Agreement for the provision of Professional Services.
Professional Services are separate from the online Services even if
purchased under the same Order.
* 4.2 Smartsheet API. Smartsheet may make an application programming
interface or other similar development tools available for use with an online
Service which establishes an interface with such Service (“Smartsheet API”).
Unless Customer and Smartsheet have entered into Smartsheet's separate
developer agreement and Smartsheet has provided Customer with an application
ID for authentication purposes, Customer will not use or enable a third party
to use any Smartsheet API to access Smartsheet assets or accounts not
otherwise controlled by Customer.
* 4.3 Free Services. Smartsheet may make a Service available with a clear
and conspicuous written notice specifying that the Service is provided free
of charge, on a trial basis, or to be used at your own risk (“Free
Services”). Notwithstanding any other provision of this Agreement: (a) Free
Services are made available without any support, maintenance, warranty,
commitment to availability, security, or accuracy; or other related
obligation of any kind under this Agreement, unless otherwise required by
applicable law; (b) Free Services may not include or permit access to all
features and functionality available to paying customers; (c) Smartsheet may
terminate the use of a Free Service at any time unless otherwise agreed by
the parties in writing, and Smartsheet will not be liable for such
termination; (d) data, information, and content submitted to a Free Service
may be permanently lost, and Smartsheet will not be liable for such loss; and
(e) if Customer has not provided a billing address to Smartsheet in
connection with its access to and use of Free Services, Customer agrees to
receive all written notices under this Agreement via email.
* 4.4 Third Party Products. If Customer separately procures or Smartsheet
resells to Customer any services, applications, or online content provided or
controlled by a third party for use with the Services (“Third Party
Products”), such use is subject to the end-user license or use agreement that
Customer establishes with or accepts from the third party and any such resale
payment owed to Smartsheet is subject to Section 9 (Commercial) of this
Agreement. Smartsheet makes no representations or warranties regarding any
Smartsheet Properties’ compatibility or integration with a Third Party
Product, including any updates thereto. Third Party Products are not Services
and, as between the parties, Smartsheet has no liability with respect to
Customer’s procurement or use of Third Party Products.
5. Confidentiality.
* 5.1 Confidential Information. “Confidential Information” means all
non-public, proprietary, business, technical, legal, or financial information
disclosed or learned in connection with this Agreement that the Disclosing
Party has identified as confidential at the time of disclosure or that, based
on the nature of the information or circumstances surrounding its disclosure,
the Receiving Party would clearly understand as confidential. Confidential
Information of Smartsheet includes Smartsheet Properties and Confidential
Information of Customer includes Customer Content. Notwithstanding the
foregoing definition, Confidential Information does not include: (a)
information that was generally known to the public at the time disclosed to
the Receiving Party; (b) information that becomes generally known to the
public (other than through a breach of Section 5 (Confidentiality) by the
Receiving Party) after disclosure to the Receiving Party; (c) information
that was in the Receiving Party’s possession free of any obligation of
confidentiality prior to disclosure by the Disclosing Party; (d) information
that is rightfully received by the Receiving Party from a third party without
any restriction on disclosure; or (e) information that was independently
developed by the Receiving Party without reference to or use of Disclosing
Party’s Confidential Information. The disclosure of Confidential Information
by the Disclosing Party to the Receiving Party does not grant or convey any
right of ownership in or to such Confidential Information.
* 5.2 Obligations. The Receiving Party will: (a) not use the Disclosing
Party’s Confidential Information for any purpose except as expressly
permitted under this Agreement; (b) not disclose, give access to, or
distribute any of the Disclosing Party’s Confidential Information to any
third party, except to the extent expressly authorized in this Agreement or a
separate written agreement signed by the Disclosing Party; and (c) take
reasonable security precautions (which are at least as protective as the
precautions it takes to preserve its own Confidential Information of a
similar nature) to safeguard the Disclosing Party’s Confidential Information.
The Receiving Party will promptly notify the Disclosing Party in writing upon
discovery of any unauthorized disclosure or use of the Disclosing Party’s
Confidential Information, or any other breach of Section 5, by it or its
employees, directors, Affiliates, advisors, agents, contractors, and other
representatives (“Representatives”). The Receiving Party’s obligations set
forth in Section 5 will remain in effect during the Term and for three (3)
years after termination of this Agreement.
* 5.3 Permitted Disclosures. The Receiving Party may disclose Confidential
Information to its Representatives who need to know such information to
exercise the Receiving Party’s respective rights and obligations hereunder,
on condition that each such Representative is bound to protect the
Confidential Information by confidentiality obligations substantially as
protective as those set forth in this Agreement. The Receiving Party is
responsible for its Representatives’ disclosure or use of the Disclosing
Party’s Confidential Information in violation of Section 5 (Confidentiality).
The Receiving Party may disclose Confidential Information to the extent
required by law or legal process, on condition that the Receiving Party
(unless prohibited by law or legal process): (a) gives the Disclosing Party
prior written notice of such disclosure to afford the Disclosing Party a
reasonable opportunity to appear, object, and obtain a protective order or
other appropriate relief regarding such disclosure; (b) uses diligent efforts
to limit disclosure to that which is legally required; and (c) reasonably
cooperates with the Disclosing Party, at the Disclosing Party’s expense, in
its efforts to obtain a protective order or other legally available means of
protection.
* 5.4 Return and Deletion. Upon written request by the Disclosing Party to
return or delete Confidential Information, the Receiving Party will, without
undue delay: (a) either return or, as appropriate, destroy all tangible
documents and media in its possession or control that contain the Disclosing
Party’s Confidential Information; (b) delete electronically stored
Confidential Information of the Disclosing Party in its possession or
control; and (c) certify its compliance with this Section 5.4 in writing.
Notwithstanding the foregoing: (x) the Receiving Party may retain
Confidential Information of the Disclosing Party that is contained in an
archived computer system backup made in accordance with the Receiving Party's
legal and financial compliance obligations or security and disaster recovery
procedures, on condition that such retained Confidential Information remains
subject to Section 5 (Confidentiality); and (y) Smartsheet will return and
delete Customer Content as set forth in Section 10.4 (Return and Deletion of
Customer Content).
* 5.5 Remedies. The Receiving Party acknowledges that any actual or
threatened breach of Section 5 (Confidentiality) may cause irreparable,
non-monetary injury to the Disclosing Party, the extent of which may be
difficult to ascertain. Accordingly, the Disclosing Party is entitled to (but
not required to) seek injunctive relief to prevent or mitigate any breaches
of Section 5 with respect to the Disclosing Party’s Confidential Information
or any damages that may otherwise result from those breaches.
6. Representations and Warranties.
* 6.1 Authority and Compliance Warranty. Smartsheet represents and warrants
that it has the necessary authority to enter into this Agreement. Smartsheet
represents and warrants that it will comply with United States laws and
regulations: (a) to the extent such laws and regulations apply to
Smartsheet’s provision of the Services under this Agreement; and (b) without
regard to Customer’s particular use of the Services or the applicability of
any laws or regulations specific to Customer or its industry.
* 6.2 Limited Warranty for Subscription Services. Smartsheet represents and
warrants that the Subscription Services will operate during the applicable
Term substantially as described in the applicable Documentation. Upon receipt
of Customer’s written notice of an alleged failure to comply with this
warranty, Smartsheet will use commercially reasonable efforts to cure or
correct the failure. If Smartsheet has not cured or corrected the failure
within thirty (30) days following its receipt of such notice, then Customer
may terminate the applicable Subscription Services and Smartsheet will issue
a refund of prepaid fees covering the terminated portion of such Subscription
Services. Notwithstanding the foregoing, this warranty will not apply to any
failure due to a defect in or modification of a Subscription Service that is
caused or made by Customer, any User, or any person acting at Customer’s
direction. This Section 6.2 sets forth Customer’s exclusive rights and
remedies and Smartsheet’s sole liability in connection with this warranty.
* 6.3 Limited Warranty for Professional Services. Smartsheet represents and
warrants that Professional Services will be provided in a competent and
workmanlike manner in accordance with the applicable Order. Upon receipt of
Customer’s written notice of an alleged failure to comply with this warranty
no later than thirty (30) days following the completion of Professional
Services, Smartsheet will either: (a) use commercially reasonable efforts to
cure or correct the failure; or (b) terminate such Professional Services and
issue a refund of prepaid fees covering the terminated portion of the
Professional Services. This Section 6.3 sets forth Customer’s exclusive
rights and remedies and Smartsheet’s sole liability in connection with this
warranty.
* 6.4 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY
STATED IN THIS AGREEMENT, SMARTSHEET MAKES NO REPRESENTATIONS AND DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SMARTSHEET SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE
WITH LAWS, NON-INFRINGEMENT, AND ACCURACY, AND SMARTSHEET DOES NOT WARRANT
THAT THE SERVICES OR THIRD-PARTY APPLICATIONS AND SERVICES WILL BE ERROR-FREE
OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
7. Third Party Claims.
* 7.1 By Smartsheet. Smartsheet will defend Customer and its respective
officers, directors, and employees (“Customer Parties”) from and against any
claims, demands, proceedings, investigations, or suits brought by a third
party alleging that Customer’s use of the Services or Customizations in
accordance with this Agreement infringes any third party intellectual
property rights (each, a “Claim Against Customer”). Smartsheet will indemnify
Customer Parties for any finally awarded damages or settlement amount
approved by Smartsheet in writing to the extent arising from a Claim Against
Customer, and any reasonable attorneys’ fees of Customer associated with
providing written notice of a Claim Against Customer to Smartsheet.
Notwithstanding the foregoing, Smartsheet has no obligation or liability
under this Section 7.1 to the extent any Claim Against Customer arises from:
(a) Customer’s use of the Services or Customizations in combination with
technology or services not provided by Smartsheet if the Services or
Customizations or use thereof would not infringe without such combination;
(b) Customer Content; (c) Smartsheet’s compliance with designs,
specifications, or instructions provided in writing by Customer if such
infringement would not have occurred but for such designs, specifications, or
instructions; or (d) use of the Services or Customizations by Customer after
notice by Smartsheet to discontinue use. If Customer is enjoined or otherwise
prohibited from using any of the Services or Customizations or a portion
thereof based on a Claim Against Customer, then Smartsheet will, at
Smartsheet’s sole expense and option, either: (x) obtain for Customer the
right to use the allegedly infringing portions of the Service or
Customizations; (y) modify the allegedly infringing portion of the Service or
Customizations so as to render it non-infringing without substantially
diminishing or impairing its functionality; or (z) replace the allegedly
infringing portions of the Service or Customizations with non-infringing
items of substantially similar functionality. If Smartsheet determines that
the foregoing remedies are not commercially reasonable or possible, then
Smartsheet will terminate the applicable Order and issue a refund of prepaid
fees covering the terminated portion of the applicable Service.
* 7.2 By Customer. To the extent permitted by applicable law, Customer will
defend Smartsheet and Smartsheet’s Affiliates providing the Services, and
their respective officers, directors, and employees (“Smartsheet Parties”)
from and against any claims, demands, proceedings, investigations, or suits
brought by a third party arising out of Customer Content or Customer’s use of
Smartsheet Properties in violation of applicable law (each, a “Claim Against
Smartsheet”). Customer will indemnify Smartsheet Parties for any finally
awarded damages or settlement amount approved by Customer in writing to the
extent arising from a Claim Against Smartsheet, and any reasonable attorneys’
fees of Smartsheet associated with providing written notice of a Claim
Against Smartsheet.
* 7.3 Conditions. A party’s obligations to defend a Claim Against Customer
or a Claim Against Smartsheet (each, a “Claim”) and indemnify under Section 7
(Third Party Claims) are conditioned on the other party: (a) providing timely
written notice of the Claim to the defending party; (b) giving the defending
party the right to fully control the defense and settlement of the Claim
provided, however, that any settlement unconditionally releases Customer
Parties or Smartsheet Parties subject to the Claim of all liability and does
not, without the other party’s prior written consent, make any admissions on
behalf of or include payment of any amounts by the other party; and (c) at
the defending party’s expense and request, cooperating as necessary to defend
the Claim. Subject to the foregoing, the party seeking defense of a Claim may
join in the defense at its sole expense with its own counsel. Section 7 sets
forth the defending party’s sole liability, and the other party’s exclusive
remedy, for any type of Claim described in Section 7.
8. Limitations of Liability.
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST
PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,
INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH
ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF
LIABILITY, ARISING UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN GIVEN ADVANCE
NOTICE OF SUCH POSSIBLE DAMAGES OR IF A PARTY’S REMEDY OTHERWISE FAILS OF ITS
ESSENTIAL PURPOSE.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY AND OBLIGATIONS
UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO SMARTSHEET
UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE
TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE
OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
THE FOREGOING EXCLUSIONS AND LIMITS IN THIS SECTION 8 DO NOT APPLY TO LIABILITY
OR OBLIGATIONS ARISING UNDER SECTIONS 1.2 (RESTRICTIONS) OR 7 (THIRD PARTY
CLAIMS), INFRINGEMENT OR MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S
INTELLECTUAL PROPERTY RIGHTS, OR CUSTOMER’S OBLIGATION TO PAY FOR SERVICES OR
TAXES UNDER THIS AGREEMENT.
9. Commercial.
* 9.1 Fees and Expenses. All Orders are non-cancelable and Service fees are
non-refundable. Smartsheet will invoice online Service fees on an annual
basis in advance. Online Service fees may also accrue during the Term based
on Customer’s provision of Users or their use of the online Services and will
be invoiced according to the applicable Order and Documentation. Smartsheet
will invoice Professional Service fees on a time and materials basis monthly
in arrears. Customer will reimburse Smartsheet for reasonable, out-of-pocket
expenses incurred by Smartsheet while providing Professional Services in
accordance with Smartsheet’s Travel and Expense Policy. Except as prohibited
by law, Smartsheet may charge Customer a late fee of one and one-half percent
(1.5%) per month on past due amounts and a recovery fee equal to the total
expense attributable to engaging a third party to collect such past due
amounts.
* 9.2 Payment. Unless otherwise agreed by the parties in writing, all
amounts due under this Agreement or an Order will be paid by Customer in
United States dollars net thirty (30) days from the date of the invoice.
Customer will remit payments by only electronic means (including by wire, ACH
or, for amounts less than $25,000 USD, by credit card), with a notation to
applicable invoice numbers. Customer will promptly notify Smartsheet in
writing of any changes to its billing information. Smartsheet reserves the
right to correct any billing errors or mistakes that Smartsheet identifies in
an invoice or after a payment is received. Smartsheet may accept payment in
any amount without prejudice to Smartsheet’s right to recover the balance of
the amount due under an Order or to pursue any other right or remedy. Amounts
due to Smartsheet from Customer will not be withheld or offset against
amounts due or alleged to be due to Customer from Smartsheet. If Customer
requires a purchase order, vendor registration form, or other documentation,
such requirement will in no way relieve or excuse Customer from timely paying
any amounts due hereunder.
* 9.3 Pricing. Smartsheet may increase the unit price for a Service’s
Renewal Term by issuing written notice to Customer prior to the start date of
such Renewal Term. If the number of units of a Service purchased by Customer
for the Renewal Term is equal to or greater than the total number of units
purchased or otherwise provisioned or used during the Term, then Smartsheet
must provide the unit price increase notice at least forty-five (45) days
prior to the start date of the Renewal Term. If a Service automatically
renews under this Agreement, the annualized price for each unit of a Service
for the Renewal Term will be the annualized price for such Service unit
during the Term, as may be increased by notice issued by Smartsheet pursuant
to this Section 9.3. Credits and promotional or one-time pricing for the Term
do not apply to the Renewal Term.
* 9.4 Taxes. Other than income taxes imposed on Smartsheet, Customer will
bear all taxes, duties, VAT, and all other governmental charges
(collectively, “Taxes”) resulting from this Agreement. If Customer is exempt
from any applicable Taxes, Customer will provide evidence reasonably
satisfactory to Smartsheet of Customer’s tax-exempt status and, after receipt
of such evidence, Smartsheet will not charge Customer any Taxes from which it
is exempt. If it is determined that payments due under this Agreement are
subject to withholding Taxes, Customer will notify Smartsheet prior to
deducting any such Taxes. Customer will: (a) only withhold amounts required
under law; (b) make timely payment to the proper taxing authority of such
withheld amount; and (c) provide Smartsheet with proof of such payment within
thirty (30) days following that payment.
* 9.5 Affiliates. Smartsheet and Customer’s Affiliates may enter into an
Order for the purchase of Services under this Agreement. Each Order is a
separate contract between Smartsheet and the Affiliate entering into such
Order, and such Affiliate will be deemed “Customer” as used in this Agreement
with respect to such Order.
* 9.6 Resellers. Certain Services may be available for purchase through a
reseller authorized by Smartsheet (“Reseller”). Any agreement between
Customer and Reseller is not binding on Smartsheet and will not modify any of
the terms of this Agreement. Customer’s access to and use of the online
Services purchased through a Reseller is subject to Smartsheet’s receipt of
the fees under the Order between Reseller and Smartsheet that is applicable
to Customer’s purchase. Upon written notice, the billing of fees may be
assigned to Smartsheet, such that Customer will pay Smartsheet directly.
10. Term and Termination.
* 10.1 Term. Until terminated as set forth herein, this Agreement will
remain in effect as long as an Order is in effect and an Order will remain in
effect for the Term of the online Services or completion of the Professional
Services under such Order. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN ORDER
OR IF A PARTY PROVIDES THE OTHER PARTY WRITTEN NOTICE OF NON-RENEWAL AT LEAST
THIRTY (30) DAYS PRIOR TO THE END DATE OF THE TERM, THE TOTAL NUMBER OF UNITS
PURCHASED OR OTHERWISE PROVISIONED OR USED DURING THE TERM FOR EACH
SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR
RENEWAL TERMS UNDER THIS AGREEMENT AND THE APPLICABLE ORDER. For the
avoidance of doubt, any purchase or provision of non-subscription or one-time
Services will not automatically renew.
* 10.2 Termination. Either party may terminate this Agreement in its
entirety: (a) on thirty (30) days’ prior written notice to the other party if
at the time of such notice there are no Orders in effect; or (b) by written
notice to the other party if the other party breaches any material obligation
(except with respect to Professional Services) under this Agreement or an
Order and does not cure such breach within thirty (30) days after receiving
notice of the breach. Either party may terminate a Professional Service by
written notice to the other party if the other party breaches any material
obligation related to the Professional Services and does not cure such breach
within thirty (30) days after receiving notice of the breach.
* 10.3 Effect of Termination. Upon termination of this Agreement for any
reason: (a) all Services and Orders under this Agreement will terminate; and
(b) all rights and obligations of the parties hereunder will cease, except as
set forth in Section 10.6 (Survival). If Customer terminates this Agreement
or a Service for Smartsheet’s uncured breach pursuant to Section 10.2
(Termination), Smartsheet will issue a refund of prepaid fees covering the
terminated portion of each Services’ respective Term. If Smartsheet
terminates this Agreement or a Service for Customer’s uncured breach pursuant
to Section 10.2, Customer will pay any outstanding amounts payable under this
Agreement for the Term applicable to any terminated Service. Professional
Services specific to an online Service will terminate upon the termination of
such online Service and Customer will pay for Professional Services rendered
through, or payable as of, the effective date of such termination.
* 10.4 Return and Deletion of Customer Content. At any time during the
Term, Customer may download a backup copy of Customer Content (with file
attachments in their native formats and all other Customer Content in an
industry standard export format) from an online Service by using a
self-service feature, or may request such backup copy by written notice to
Smartsheet if such feature is not available. Upon Customer’s written request
at the time of termination or expiration of any Term, Customer will be
permitted read-only access to an online Service for thirty (30) days
following such date of termination or expiration for the sole purpose of
downloading a backup copy of Customer Content. Within one hundred eighty
(180) days following termination or expiration of any Term, Smartsheet will
delete and render Customer Content unrecoverable and, upon Customer’s written
request, certify such process in writing. Notwithstanding the foregoing,
Smartsheet may retain copies of Customer Content as part of records,
documents, or broader data sets in accordance with Smartsheet’s legal and
financial compliance obligations, on condition that Smartsheet continues to
comply with all the requirements of the Agreement in relation to any such
retained Customer Content.
* 10.5 Suspension. Smartsheet may suspend Customer’s access to any Service
immediately if: (a) Customer fails to make a payment for more than fifteen
(15) days following its due date; or (b) Customer has, or Smartsheet
reasonably suspects based on documented evidence that Customer has, breached
Section 1.2 (Restrictions) or misappropriated or infringed Smartsheet’s
intellectual property or proprietary rights.
* 10.6 Survival. The following Sections will survive termination or
expiration of this Agreement: 2.1 (Processing); 3 (Intellectual Property and
Proprietary Rights); 4.3 (Free Services); 5 (Confidentiality); 7 (Third Party
Claims); 8 (Limitations of Liability); 9 (Commercial); 10.4 (Return and
Deletion of Customer Content); 10.6 (Survival); and, to the extent necessary
to effectuate the foregoing, 11 (General).
11. General.
* 11.1 Insurance. Smartsheet will procure and maintain at its expense
commercially reasonable insurance coverage during the Term, evidenced by
Smartsheet’s certificate of insurance (available on the Site).
* 11.2 Publicity. Unless Customer has notified Smartsheet to the contrary in
writing, Smartsheet may disclose Customer as a customer of Smartsheet or the
named Services used by Customer or may use Customer’s name and logo on the
Site or in Smartsheet’s promotional materials.
* 11.3 United States Government Rights. The Services provided by Smartsheet
are “commercial items” consisting in part of “commercial computer software”
and “computer software documentation,” as such terms are used in the Federal
Acquisition Regulation (FAR) and the Defense Federal Acquisition Regulation
Supplement (DFARS). In accordance with FAR 12.211 (Technical data) and FAR
12.212 (Computer software), and DFARS 227.7102 (Commercial items, components,
or processes) and DFARS 227.7202 (Commercial computer software and commercial
computer software documentation), as applicable, the rights of the United
States government to use, modify, reproduce, release, perform, display, or
disclose computer software, computer software documentation, and technical
data furnished in connection with the Services will be pursuant to the terms
of this Agreement. This United States government rights clause is in lieu of,
and supersedes, any other FAR, DFARS, or other clause or provision that
addresses government rights in computer software, computer software
documentation, or technical data.
* 11.4 Export Compliance. Each party will comply with applicable export
controls administered by the United States government, the member states of
the European Union, and other foreign jurisdictions (collectively, “Export
Control Regulations”). Without limiting the foregoing: (a) Customer
acknowledges that the Services, Documentation, and Customizations may be
subject to Export Control Regulations; (b) Customer will not access or use
any Service, Documentation, or Customization in violation of any applicable
embargo restrictions; and (c) Customer is responsible for complying with
Export Control Regulations and any other local laws and regulations which may
impact Customer’s right to export, access, or use the Services,
Documentation, and Customizations.
* 11.5 Notices. Except for written notices expressly required by law or this
Agreement to be sent via internationally recognized delivery service or
certified United States mail (“Certified Mail”), all written notices may be
sent electronically via email. Notices sent via email will be deemed given
one (1) business day after being sent, and notices sent by Certified Mail
will be deemed given five (5) business days after being sent. Notices must be
addressed as follows: if to Smartsheet, Attn: Legal, 500 108th Ave NE, Suite
200, Bellevue, WA 98004, and legal@smartsheet.com; and, if to Customer, Attn:
Legal at the billing address on record with Smartsheet that was provided by
Customer, and Customer's then-current SysAdmin(s) email address. Upon
completing the form available at www.smartsheet.com/notification-requests,
Smartsheet will provide to Customer during the Term written notification of
material changes to this Agreement.
* 11.6 Assignment. Either party may assign this Agreement and any Orders in
connection with a merger or similar transaction or to a company acquiring
substantially all its assets, equity, or business, without any requirement to
obtain permission for such assignment; otherwise, neither party may assign
this Agreement or any Orders to a third party without the advance written
consent of the other party. Subject to the foregoing and notwithstanding any
prohibitions on transferability under this Agreement, the assigning party
will notice the other party of any permitted assignment and this Agreement
and any Orders will bind and inure to the benefit of the parties, their
successors, and their permitted assigns.
* 11.7 Force Majeure. A party is not liable for delay or default under this
Agreement if such delay or default is caused by conditions beyond its
reasonable control and the party suffering from any such conditions uses
reasonable efforts to mitigate against the effects of such conditions.
* 11.8 Amendment; Waiver. Unless otherwise expressly stated herein, this
Agreement and any Orders may be modified only by a written agreement executed
by an authorized representative of each party. The waiver of any breach of
this Agreement or of any Order will be effective only if in writing, and no
such waiver will operate or be construed as a waiver of any subsequent
breach.
* 11.9 Enforceability. If any provision of this Agreement or any Order is
held to be unenforceable, then that provision is to be construed either by
modifying it to the minimum extent necessary to make it enforceable (if
permitted by law) or disregarding it (if not permitted by law), and the rest
of this Agreement or the relevant Order is to remain in effect as written.
Notwithstanding the foregoing, if modifying or disregarding the unenforceable
provision would result in failure of an essential purpose of this Agreement
or any Order, the entire Agreement or the relevant Order will be considered
null and void.
* 11.10 Governing Law. This Agreement and any Orders are governed by the laws
of the State of Washington, without regard to its conflicts of law rules, and
each party hereby consents to exclusive jurisdiction and venue in the state
and federal courts located in Seattle, Washington, for any dispute arising
out of this Agreement or any Orders.
* 11.11 Entire Agreement; Conflict. This Agreement and any Orders represent
the entire agreement between Smartsheet and Customer with respect to the
Services. In the event of any conflict between this Agreement and any Order,
this Agreement will govern and control unless the Order expressly and
specifically overrides terms or conditions of this Agreement. Provisions of
the Smartsheet Supplement (available on the Site) may apply and supplement or
amend the terms or conditions of this Agreement based on Customer’s regional
location, entity type, or use of certain online Services. Downloadable
Smartsheet software expressly governed by a separate end-user license
agreement presented at the time of download or use is not governed by this
Agreement. With respect to any Services, terms and conditions included in the
following items, whether submitted or executed before or after the Term start
date, are null and void: (a) a Customer purchase order or similar document;
(b) a Customer vendor registration form or online portal; and (c) any other
contemporaneous or prior agreements or commitments regarding the Services or
the other subject matter of this Agreement. Any non-English translation of
this Agreement is provided for convenience only and in the event of any
ambiguity or conflict between translations, the English version is
authoritative and controls.
* 11.12 Smartsheet as Data Controller. Notwithstanding any other provision
of this Agreement, technical, statistical, learned, or other usage data, and
payment, billing, profile, or other account information, is processed by
Smartsheet as data controller and is not Customer Content. In accordance with
applicable data protection laws, Smartsheet will notify individual Users of
its publicly posted Privacy Notice (available on the Site) and will process
personal data of a User collected by Smartsheet (including usage data and
account information) as a data controller pursuant to the Privacy Notice.
* 11.13 Revisions. Smartsheet reserves the right to revise this Agreement
during the Term by publishing a revised version on the Site (“Updated
Agreement”). After the date of publication, Customer’s continued use of the
Services will constitute acceptance of the Updated Agreement unless Customer
provides written notice to Smartsheet of Customer’s objection to the Updated
Agreement within five (5) days of such publication date, in which case the
Updated Agreement will apply at the start of the Renewal Term.
12. Definitions. Capitalized terms used but not otherwise defined in this
Agreement have the following meanings:
* “Affiliate” means any person or entity that owns or controls, is owned or
controlled by, or is under common control or ownership with, a party to this
Agreement, where “control” is defined as the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of an entity, whether through ownership of voting securities, by
contract, or otherwise.
* “Customer Content” means any data, images, files, or other content that is
submitted to the online Services by Users, or is output that is derived or
created therefrom and viewable by Users within such Services.
* “Customizations” means all software, code, materials, ideas, deliverables,
and items that are conceived, made, discovered, written, or created by
Smartsheet personnel in connection with Professional Services under an Order.
* “Disclosing Party” means the party disclosing Confidential Information to the
Receiving Party.
* “Documentation” means documentation provided by Smartsheet on the Site that
is uniformly available and applicable to all Smartsheet customers and relates
to the then-current operation and use of the Services, including help
articles, product manuals, operating instructions, and release notes, each as
updated by Smartsheet from time to time.
* “Order” means a mutually executed ordering document or SOW between Smartsheet
and Customer, or online order placed by Customer and issued or otherwise
approved in writing by Smartsheet, that incorporates this Agreement by
reference and specifies the Services that Customer is authorized to access
and use and their cost.
* “Policies” means the Limits Policy, Acceptable Use Policy, Support Policy,
and Travel and Expense Policy available on the Site and as updated by
Smartsheet from time to time.
* “Professional Services” means implementation, configuration, integration,
training, advisory, and other professional services related to online
Services that are provided or controlled by Smartsheet.
* “Receiving Party” means the party receiving or accessing Confidential
Information of the Disclosing Party.
* “Renewal Term” means the period of authorized access and use that immediately
follows the Term for a Service.
* “Service” means the Professional Services or the Subscription Services or any
other online service or application provided or controlled by Smartsheet for
use with the Subscription Services.
* “Site” means Smartsheet’s website at www.smartsheet.com and any website
linked from such website that is owned or controlled by Smartsheet, including
but not limited to www.smartsheet.com/legal and help.smartsheet.com.
* “Smartsheet Properties” means Services, Documentation, and Customizations,
and all technology, software, data, methodologies, improvements, and
documentation used by Smartsheet to provide or made available in connection
with Services, Documentation, and Customizations, and all intellectual
property and proprietary rights in and to the foregoing.
* “SOW” means an executed statement of work or similar document issued or
otherwise approved in writing by Smartsheet that incorporates this Agreement
by reference and specifies the scope of the Professional Services for
Customer.
* “Subscription Services” means the subscription-based online services and
applications that are provisioned or controlled by Smartsheet.
* “SysAdmin” means a User designated by Customer with administrative rights
within and control over Customer’s online Services.
* “Term” means the then-current period of authorized access and use of a
Service specified on an Order or under this Agreement.
* “User” means any individual permitted or invited by Customer or another User
to access and use online Services available to Customer under an Order and
the terms of this Agreement.
Last Updated: June 24, 2024
ARCHIVED VERSIONS
These are the legacy versions of the Smartsheet User Agreement and are provided
for informational purposes only.
VIEW ARCHIVE LIST
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