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NAVIGATION INSTRUCTIONS

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TERMS & POLICIES

User Terms of ServicePrivacy PolicySubscriber AgreementCookies NoticeDMCA
PolicyAPI TermsLaw Enforcement GuidelinesAmendment to Subscriber
AgreementSubprocessorsData Processing AddendumPrivacy CommitmentDeveloper
Sandbox Terms

ASANA USER TERMS OF SERVICE

Effective Date: November 1, 2018

Asana has three different types of users depending on the Asana products used:

* We call users of the Websites “Site Visitors.”
* We call users who use the free version of the Asana Service “Free Users.”
While Free Users can access and use the Service, they have access to a more
limited set of Service features and functionality than Subscribers.
* We call users who use the Service as part of a paid Asana subscription plan
(regardless of the subscription tier) “Subscribers.” The Service features and
functionalities available to Subscribers are determined by the subscription
tier and the specific terms agreed to between Asana and the organization
(e.g., your employer or another entity or person, called the “Customer”) that
entered into a separate agreement that governs delivery, access, and use of
the Service (the “Customer Agreement”).

We refer to these three types of users collectively as “Users” or “you” for
purposes of these User Terms of Service (the “Terms”). Regardless of what type
of User you are, these Terms create a legal agreement directly between you and
Asana and explain the rules governing use of the Service and Websites. By
accessing or using the Service and Websites, you acknowledge and agree that you
have read, understand, and agree to be bound by these Terms and our Privacy
Policy. If you do not agree to these Terms, please do not access or use the
Service and Websites.

IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE SERVICE AND WEBSITES
PROVIDED BY ASANA ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS
ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER”
SECTION BELOW.

We may, from time to time, modify these Terms. Please check this page
periodically for updates. If you do not agree to, or cannot comply with, the
modified Terms, you must stop using the Service and Websites. The updated Terms
will take effect upon their posting and will apply on a going-forward basis,
unless otherwise provided in a notice to you, and except as provided in the
Mandatory Arbitration and Class Action Waiver section of these Terms. Your
continued use of the Service and Websites after any such update constitutes your
acceptance of such changes.

1. ELIGIBILITY AND SCOPE

1.2 Location. These Terms are applicable to Users located in the United States
only. If you are located outside of the United States, you will be presented
with a different set of terms.

2. ACCOUNT REGISTRATION AND USE

2.1 Account Registration and Confidentiality. To access the Service and
Websites, you must register for an Asana account by creating a user name and
password. You agree to provide us with accurate, complete, and current
registration information about yourself. It is your responsibility to ensure
that your password remains confidential and secure. By registering, you agree
that you are fully responsible for all activities that occur under your user
name and password. We may assume that any communications we receive under your
account have been made by you. If you are a billing owner, an administrator, or
if you have confirmed in writing that you have the authority to make decisions
on behalf of a Customer (“Account Administrator”), you represent and warrant
that you are authorized to make decisions on behalf of the Customer and agree
that Asana is entitled to rely on your instructions.

2.2 Unauthorized Account Use. You are responsible for notifying us at
terms-questions@asana.com if you become aware of any unauthorized use of or
access to your account. You understand and agree that we may require you to
provide information that may be used to confirm your identity and help ensure
the security of your account. Asana will not be liable for any loss, damages,
liability, expenses or attorneys’ fees that you may incur as a result of someone
else using your password or account, either with or without your knowledge
and/or authorization, and regardless of whether you have or have not advised us
of such unauthorized use. You will be liable for losses, damages, liability,
expenses and attorneys’ fees incurred by Asana or a third party due to someone
else using your account. In the event that the Account Administrator or Customer
loses access to an account or otherwise requests information about an account,
Asana reserves the right to request from the Account Administrator or Customer
any verification it deems necessary before restoring access to or providing
information about such account in its sole discretion.

3. OUR PROPRIETARY RIGHTS

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

4. USER CONTENT AND FEEDBACK

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

4.1.1 Free User Content. Free Users maintain ownership of the User Content that
they submit to the Service (“Free User Content”). By submitting Free User
Content, Free Users grant Asana a license to access, use, copy, reproduce,
process, adapt, publish, transmit, and display that Free User Content, as
permitted by Asana’s Privacy Policy, including if required to do so by law or in
good faith to comply with legal process. We reserve the right to remove any Free
User Content on the Service that violates these Terms or that is otherwise
objectionable in Asana’s sole discretion.

4.1.2 Subscriber User Content on the Service. Content submitted to the Service
by Subscribers (“Subscriber User Content”) is owned and controlled by the
Customer as set forth in the introduction to these Terms and the Customer
Agreement, except with respect to Subscriber User Content submitted by students
pursuant to a Customer Agreement with an educational institution (“Student
Content”). Such Student Content is owned by the student and not the educational
institution. Asana maintains a limited, non-exclusive and non-transferrable
(except in connection with the sale or transfer of its business) license to
access, use, copy, reproduce, process, adapt, publish, transmit, host, and
display Subscriber User Content for the following limited purposes: (i) to
maintain, provide and improve the Service; (ii) to prevent or address technical
or security issues and resolve support requests; (iii) to investigate when we
have a good faith belief, or have received a complaint alleging, that such
Subscriber User Content is in violation of the Customer Agreement or these
Terms; (iv) to comply with a valid legal subpoena, request, or other lawful
process that meets the requirements of the Customer Agreement and our Law
Enforcement Guidelines; and (v) as otherwise set forth in our Customer Agreement
or as expressly permitted in writing by the Customer.

4.2 Feedback on the Websites. The Websites may have certain features that allow
you to submit comments, information, and other materials (collectively,
“Feedback”) to Asana and share such Feedback with other users, or the public. By
submitting Feedback through the Websites, you grant Asana a license to access,
use, copy, reproduce, process, adapt, publish, transmit, host, and display that
Feedback for any purpose (including in testimonials or other Asana marketing
materials and where required to do so by law or in good faith to comply with
legal process.). We reserve the right to remove any Feedback posted in public
forums for any reason at our sole discretion.

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

5. LICENSE AND ACCEPTABLE USE

5.1 Your License. Subject to your compliance with these Terms, we grant you a
limited, non-exclusive, non-sublicensable, non-transferable, and revocable
license to access and use the Service and Websites only for your own internal
use (or, for Subscribers, uses authorized by the Customer), and only in a manner
that complies with all legal requirements that apply to you or your use of the
Service and Websites, including the Asana Privacy Policy and these Terms. Asana
may revoke this license at any time, in its sole discretion.

5.2 Acceptable Use. All Users must comply with the following rules regarding
acceptable use of the Service and Websites. Disruption of the Service. You may
not:

* access, tamper with, or use non-public areas of the Service and Websites,
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 Service and Websites by any means other than Asana’s
publicly supported interfaces (for example, “scraping”);
* attempt to disrupt or overwhelm our infrastructure by intentionally imposing
unreasonable requests or burdens on our resources (e.g. using “bots” or other
automated systems to send requests to our servers at a rate beyond what could
be sent by a human user during the same period of time); or
* 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 and Websites, or by scripting the creation of User
Content in such a manner as to interfere with or create an undue burden on
the Service and Websites.

Misuse of the Service and Websites. You may not utilize the Service and Websites
to carry out, promote or support:

* any unlawful or fraudulent activities;
* the impersonation of another person or entity or the misrepresentation of an
affiliation with a person or entity in a manner that does or is intended to
mislead, confuse, or deceive others;
* activities that are defamatory, libelous or threatening, constitute hate
speech, harassment, or stalking;
* the publishing or posting of other people’s private or personal information
without their express authorization and permission;
* the sending of unsolicited communications, promotions advertisements, or
spam;
* the publishing of or linking to malicious content intended to damage or
disrupt another user’s browser or computer; or
* the promotion or advertisement of products or services other than your own
without appropriate authorization.

User Content Standards Within the Service and Websites. You may not post any
User Content on the Service or Websites that:

* violates any applicable law, any third party’s intellectual property rights,
or anyone’s right of privacy or publicity;
* is deceptive, fraudulent, illegal, obscene, pornographic (including child
pornography, which, upon becoming aware of, we will remove and report to law
enforcement, including the National Center for Missing and Exploited
children), defamatory, libelous or threatening, constitutes hate speech,
harassment, or stalking;
* contains any personal information of minors;
* contains any sensitive personal information, such as financial information,
payment card numbers, social security numbers, or health information without
Asana’s prior written consent granted as part of a Customer Agreement;
* contains viruses, bots, worms, or similar harmful materials; or
* contains any information that you do not have a right to make available under
law or any contractual or fiduciary duty.

Violations of this Section 5. In addition to any other remedies that may be
available to us, Asana reserves the right to take any remedial action it deems
necessary, including immediately suspending or terminating your account or your
access to the Service or Websites, upon notice and without liability for Asana
should you fail to abide by the rules in this Section 5 or if, in Asana’s sole
discretion, such action is necessary to prevent disruption of the Service or
Websites for other users. If you are a Subscriber, Asana reserves the right to
notify the Customer’s Account Administrator(s) or other Customer
representative(s) of any violations of these Terms.

6. PRIVACY

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

7. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

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

8. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of liability for incidental or consequential damages
such as above in Section 7. Accordingly, some of the above limitations may not
apply to you. If you are a New Jersey resident, or a resident of another state
that permits the exclusion of these warranties and liabilities, then the
limitations in Section 7 specifically do apply to you.

9. INDEMNITY

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

10. THIRD-PARTY LINKS AND SERVICE AND WEBSITES

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

11. MODIFICATION

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

12. MANDATORY ARBITRATION AND CLASS ACTION WAIVER

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

12.1 Application. You and Asana agree that these Terms affect interstate
commerce and that the Federal Arbitration Act governs the interpretation and
enforcement of these arbitration provisions. This Section 12 is intended to be
interpreted broadly and governs any and all disputes between us including but
not limited to claims arising out of or relating to any aspect of the
relationship between us, whether based in contract, tort, statute, fraud,
misrepresentation or any other legal theory; claims that arose before these
Terms or any prior agreement (including, but not limited to, claims related to
advertising); and claims that may arise after the termination of these Terms.
The only disputes excluded from this broad prohibition are the litigation of
certain intellectual property and small court claims, as provided below.

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

12.3 Binding Arbitration. If the parties do not reach an agreed-upon solution
within a period of thirty (30) days from the time informal dispute resolution is
initiated under the Initial Dispute Resolution provision above, then either
party may initiate binding arbitration as the sole means to resolve claims,
(except as provided in section 12.7 below) subject to the terms set forth below.
Specifically, all claims arising out of or relating to these Terms (including
the Terms’ formation, performance, and breach), the parties’ relationship with
each other, and/or your use of Asana shall be finally settled by binding
arbitration administered by the JAMS Comprehensive Arbitration Rules &
Procedures (“JAMS”). The JAMS rules will govern payment of all arbitration fees.
Asana will pay all arbitration fees for claims less than $75,000. If you receive
an arbitration award that is more favorable than any offer we make to resolve
the claim, we will pay you $1,000 in addition to the award. Asana will not seek
its attorneys’ fees and costs in arbitration unless the arbitrator determines
that your claim is frivolous.

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

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

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

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

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

12.8 30-Day Right to Opt Out. You have the right to opt out and not be bound by
the arbitration and class action waiver provisions set forth above by sending
written notice of your decision to opt out to dispute-notice@asana.com with the
subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be
sent within the later of 30 days of your first use of the Service or within 30
days of changes to this section being announced on the Site. Otherwise you shall
be bound to arbitrate disputes in accordance with the terms of these paragraphs.
If you opt out of these arbitration provisions, Asana also will not be bound by
them.

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

12.10 Survival. This Mandatory Arbitration and Class Action Waiver section shall
survive any termination of your use of the Service and Websites.

13. CONTROLLING LAW AND SEVERABILITY

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

14. GENERAL TERMS

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

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

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

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

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

14.6 Notices. We may deliver notice to you by e-mail, posting a notice on the
Service and Websites or any other method we choose and such notice will be
effective on dispatch. If you give notice to us, it will be effective when
received and you must use the following physical or email address: (1) Asana,
Inc. 633 Folsom Street Suite 100, San Francisco, CA 94107-3600; or (2)
terms-questions@asana.com.

15. QUESTIONS

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

ASANA SUBPROCESSORS

Last Updated: June 10, 2021

Asana and its affiliates engage third-party subprocessors and Asana affiliates
to help us provide services to our customers. A subprocessor is a third-party
processor engaged by Asana or in some cases, an Asana affiliate, who receives
data from Asana and processes personal data on behalf of our customers.

As a condition of permitting a subprocessor to process personal data, Asana (and
its affiliates as applicable) will enter into a written agreement with each
subprocessor containing data protection obligations at least as protective as
the technical and organizational measures Asana has put into place to protect
customer personal data from accidental or unlawful destruction, loss,
alteration, or unauthorized disclosure or access.

Please subscribe below to receive notifications of subprocessor changes.

THIRD-PARTY SUBPROCESSORS

Entity Name Subprocessing Activity Entity Country Amazon Web Services, Inc.
Cloud Service Provider United States Forethought Technologies, Inc Customer
Support United States Looker Data Sciences, Inc. (Google) Analytics Services
United States Sendgrid, Inc. (Twilio) Email Processing United States Snowflake
Inc. Data Warehouse United States Tableau Software, LLC (Salesforce) Analytics
and Data Visualization United States Wildbit, LLC (Postmark) Email Processing
United States Zendesk, Inc. Cloud Customer Support United States Vimeo, LLC
Video Messaging United States

ASANA AFFILIATES

Entity Name Entity Country Asana Software Ireland Limited Ireland Asana Software
Australia Pty Ltd Australia Asana Software Iceland ehf Iceland Asana Software
Canada Ltd Canada Asana Japan KK Japan Asana Software UK Limited United Kingdom
Asana Germany Gmbh Germany Asana Software Singapore Pte Ltd Singapore Asana
France France Asana Ireland Technology Limited Ireland

UPDATES

As Asana continues to grow, we may decide to work with new Subprocessors and
will provide you with notice when that happens as required under your applicable
agreement with Asana.

DATA PROCESSING ADDENDUM

Download Download the Data Processing Addendum [PDF]

ASANA’S COMMITMENT TO PRIVACY & DATA PROTECTION

Asana is committed to protecting and honoring your privacy rights. In light of a
number of jurisdictions having enacted laws that affect how companies handle
personal information, we wanted to take a moment to share what measures Asana
has put into place to comply with two significant data protection laws: the
General Data Protection Regulation and the California Consumer Privacy Act.

GENERAL DATA PROTECTION REGULATION

The GDPR is a European law establishing protections for the personal data of EU
residents that came into force on May 25, 2018. Under the GDPR, organizations
that collect, maintain, use, or otherwise process EU residents’ personal data
(regardless of the organization’s location) must implement certain privacy and
security safeguards for that data. Asana has established a comprehensive GDPR
compliance program and is committed to partnering with its customers and vendors
on GDPR compliance efforts. Some significant steps Asana has taken to align its
practices with the GDPR include:

* Revisions to our policies and contracts with our partners, vendors, and users
* Enhancements to our security practices and procedures
* Closely reviewing and mapping the data we collect, use, and share
* Creating more robust internal privacy and security documentation
* Training employees on GDPR requirements and privacy/security best practices
generally
* Carefully evaluating and building a data subject rights’ policy and response
process

Below, we provide additional details about the core areas of Asana’s GDPR
compliance program and how customers can use Asana to support their own GDPR
compliance initiatives.

DATA PROCESSING AGREEMENTS

Under the GDPR, “data controllers” (i.e. entities that determine the purposes
and means of processing data) are required to enter into agreements with other
entities that process data on their behalf (called “data processors”). Asana
offers its customers who are controllers of EU personal data the option to enter
into a Data Processing Addendum under which Asana commits to process and
safeguard personal data in accordance with GDPR requirements. This includes
Asana’s commitment to process personal data consistent with the instructions of
the data controller.

INTERNATIONAL DATA TRANSFERS

EU data protection laws require organizations to use a recognized legal
mechanism to transfer data from the EU to countries that do not have a similar
data protection framework, including the United States.

While the transfer of personal data from the EU and Switzerland to the US under
the EU-US and Swiss-US Privacy Shield frameworks is no longer valid, Asana's
Data Processing Addendum includes the Standard Contractual Clauses, which
continue to serve as a legal mechanism to transfer personal data outside of the
EEA. Asana also uses the Standard Contractual Clauses with all of our
subprocessors.

Although we cannot rely on Privacy Shield to transfer EEA and Swiss data, Asana
has decided to keep its Privacy Shield certification to continue to safeguard
the data already transferred under Privacy Shield and as a commitment to its
data protection safeguards.

The regulatory guidance in this area continues to evolve, and we are tracking
additional guidance from data protection authorities closely. Asana remains
committed to the privacy of our customers and will continue to work to make sure
we comply with data protection laws.

DATA ACCESS, MANAGEMENT, AND PORTABILITY TOOLS

The GDPR gives individual data subjects in certain circumstances the rights to,
among other things, access, delete, and make corrections to their personal data.
Asana is committed to facilitating data subject requests consistent with the
GDPR, as further described in our Privacy Policy.

PRIVACY DOCUMENTATION

At its core, the GDPR is focused on transparency, fairness, and accountability.
Accordingly, the law requires organizations to maintain documentation about
their privacy practices and their decisions about how they handle individuals’
personal data. Asana shares the GDPR’s commitment to these principles and has
included within its ongoing GDPR compliance program documentation about its data
collection and processing activities, and the various policies and guidelines it
follows pursuant to the GDPR. You can learn more about how Asana collects, uses,
and discloses personal data by visiting Asana’s Privacy Policy.

DATA SECURITY

The GDPR requires organizations to use appropriate technical and organizational
measures to protect the security, confidentiality, and integrity of personal
data. Security continues to be a priority for Asana, and we have successfully
completed our SOC 2 (Type I) and (Type II) audits for controls relevant to
security, availability, and confidentiality. This means that an independent
third party has both validated our processes and practices with respect to these
three trust services criteria and confirmed our ability to maintain compliance
with the controls we have implemented. We have likewise implemented a variety of
safeguards to protect the security of our platform, including encrypting web
connections to protect data transmissions, replicating our databases to support
reliability of the platform, and controlling access to our facilities and office
network. Asana also offers customers the ability to use additional security
controls to further enhance the security of their teams’ data. For more
information, please see our Security Statement.

EXERCISING YOUR RIGHTS UNDER THE GDPR

If you would like to exercise your rights under the GDPR, please submit your
request by completing our GDPR Data Subject Rights Form or by contacting us at
privacy@asana.com.

CALIFORNIA CONSUMER PRIVACY ACT

The CCPA, which comes into force on January 1, 2020, is a law that provides
California consumers certain rights with respect to their personal information.
Specifically, the law requires that businesses subject to the statute grant
consumers the ability to request access to and deletion of their data, and the
ability to opt out of “sales” of their personal information. The law also
restricts how service providers that process personal information on behalf of a
business may use that information.

Asana does not sell its customers’ or users’ personal information. Where a
business subject to the CCPA has entered into a services or subscription
agreement with Asana, Asana will also act as a service provider to that
business. Specifically, Asana will process such customers’ personal information
only for the purposes set forth in the applicable agreement, and will cooperate
with customers to fulfill deletion or access requests.

CCPA DATA PROCESSING ADDENDUM

Asana has updated its Data Processing Addendum to specifically reference the
CCPA, and we make an explicit commitment in our DPA not to sell personal
information. If your organization is a customer of Asana and requires a CCPA
addendum, please sign and return the DPA to dpa@asana.com.

EXERCISING YOUR RIGHTS UNDER THE CCPA

For more information about how Asana provides individual consumers with the
ability to access and request deletion of their personal information under the
CCPA, please see Section VI (“Privacy Information for California Residents”) of
our Privacy Policy.

If you would like to exercise any of your rights under California law with
respect to your personal information, please submit your request by completing
Asana’s CCPA Consumer Rights Form or by contacting us at privacy@asana.com.

ONGOING COMPLIANCE AND COMMUNICATION

Both the GDPR and CCPA’s requirements are comprehensive, but the law and
regulatory guidance continues to evolve when it comes to privacy and data
protection – and not just in the EU or the United States. As data protection
authorities and regulators interpret and issue guidance on the GDPR, CCPA, and
other currently existing data protection laws around the world and as countries
pass new data protection laws, we will continue to follow these developments
closely and evaluate our program for any changes or enhancements as needed.

Finally, we value communication with our customers. If you have any questions
about our data protection practices, please contact us at privacy@asana.com.

RELATED RESOURCES

* Asana Privacy Policy
* Asana Data Processing Addendum
* Asana Security Statement
* Asana EU-US and Swiss-US Privacy Shield Certification
* Full Text of the GDPR
* Full Text of the CCPA

ASANA COOKIES LIST

Last updated: February 4, 2021

COOKIE LIST

Cookies are small text files that are downloaded to your computer or mobile
device by a website via your web browser or mobile app when you visit a website
or other online service. Cookies store information about how you use an online
service so that the website can recognize your device, provide functionality,
enhance your experience (like remembering your preferred language), analyze
usage patterns, and personalize content and advertising. Cookies set by us are
called first-party cookies. We also use third-party cookies – which are cookies
from a domain different than the domain of the website you are visiting – for
our advertising and marketing efforts. More specifically, we use cookies and
other tracking technologies for the following purposes:

STRICTLY NECESSARY COOKIES

These cookies are strictly necessary to provide you with certain features. For
example, these cookies allow you to access secure areas that require
registration and set your privacy preferences. Because these cookies are
essential to providing services to you, they cannot be disabled. You can set
your browser to block or alert you about these cookies, but it may cause some
parts of the site to not work.

Strictly Necessary Cookies Cookie Subgroup Cookies Cookies used events.asana.com
correlation_key First Party wavelength.asana.com PHPSESSID First Party
investors.asana.com __cf_bm, __cfduid First Party app.asana.com
TooBusyRedirectCount, server First Party forum.asana.com _dc_gtm_UA-xxxxxxxx
First Party academy.asana.com cookietest, csrftoken First Party asana.com
user_geo, user_currency, OptanonAlertBoxClosed, email_domain_provider,
lang_pref, dd_cookie_test_, xsrf_token, eupubconsent, OptanonConsent First Party
screencast.com visid_incap_, incap_ses_ Third Party cookielaw.org __cfduid Third
Party resources.asana.com __cf_bm, __cfduid, BIGipServersj29web-nginx-app_https
Third Party jotform.com __cfduid Third Party onetrust.com __cfduid Third Party
jotform.io __cfduid Third Party g2crowd.com __cfduid Third Party

PERFORMANCE COOKIES

These cookies allow us or our third-party analytics providers to collect
information and statistics on use of our services by you and other visitors.
This information helps us to improve our services and products for the benefit
of you and others.

Performance Cookies Cookie Subgroup Cookies Cookies used advisors.asana.com
__utmc, __utmt First Party academy.asana.com _gat_UA- First Party
forum.asana.com _gid, __utmb, __utmz, __utma First Party wavelength.asana.com
_utmv######### First Party asana.com asana_attr, optimizelySegments, _mkto_trk,
_biz_sid, _gac_UA-11757081-4, _biz_uid, _hjid, _ga, _hjFirstSeen,
_gac_UA-11757081-1, _hjIncludedInSessionSample, __pdst,
_hjAbsoluteSessionInProgress, optimizelyPPID, _hjIncludedInPageviewSample,
asana_orig_attr, _biz_pendingA, optimizelyBuckets, ivd_snapshot_cookie_gtm,
_gat, pageviewCount, _gclxxxx, _ga_J1KDXMCQTH, _gaexp, ivd_session_cookie_gtm,
optimizelyPendingLogEvents, _biz_nA, _hjTLDTest, optimizelyEndUserId First Party
nr-data.net JSESSIONID Third Party cdn.pdst.fm __pdst Third Party
2qtef842z25i3qzyejjoqaxz-wpengine.netdna-ssl.com _hjIncludedInSessionSample,
_hjIncludedInPageviewSample Third Party

FUNCTIONAL COOKIES

These cookies provide enhanced functionality, providing chat support, allowing
you to more easily complete forms, personalizing content to your preferences,
and selecting your communications preferences. If you do not enable these
cookies, or choose to disable them in the future, that could impact your ability
to use certain features.

Functional Cookies Cookie Subgroup Cookies Cookies used wavelength.asana.com
wordpress_google_apps_login First Party events.asana.com __stripe_mid,
__stripe_sid First Party .jotform.us language, guest, userReferer, theme First
Party asana.com _gd#############, ajs%3Atest, ajs%3Acookies,
drift_campaign_refresh, driftt_aid, ethnio_displayed, drift_aid,
manage-remote-teams-announcement, __tld__, asana_experiments, topbar-guide-home,
topbar-guide-trainings-all, logged_out_uuid First Party academy.asana.com
cookietest, sj_ubid, messages First Party zapier.com zapidentity,
zapforeversession, zapsession, co1791 Third Party accounts.google.com
__Host-GAPS Third Party www.work-management.jp __cfruid Third Party vimeo.com
vuid Third Party screencast.com nlbi_####### Third Party accounts.skilljar.com
sj_ubid, sessionid Third Party m.stripe.com m Third Party js.driftt.com
drift_campaign_refresh Third Party

TARGETING COOKIES

These cookies, provided by our third-party advertising partners, collect
information about your browsing habits, as well as your preferences for various
features and services. They also provide us with auditing, research, and
reporting to know when advertising content has been displayed and how successful
the content has been. This information allows us and our third-party advertising
providers to display relevant advertising content.

Targeting Cookies Cookie Subgroup Cookies Cookies used academy.asana.com
_cs_nnnnnnnnnnnnn First Party asana.com _cs_c, _uetvid, _uetsid,
_cs_root-domain, _cs_same_site, _gat_gtag_xxxxxxxxxxxxxxxxxxxxxxxxxxx, _cs_s,
_cs_mk, NaN_hash, _gat_xxxxxxxxxxxxxxxxxxxxxxxxxx, _cs_id, _fbp First Party
r1-t.trackedlink.net __cfduid Third Party cts.businesswire.com JSESSIONID Third
Party tracking.g2crowd.com _session_id Third Party atdmt.com ATN Third Party
disqus.com G_ENABLED_IDPS, __jid, disqus_unique Third Party www.linkedin.com
bscookie Third Party ads.linkedin.com lang Third Party facebook.com fr Third
Party www.facebook.com Third Party youtube.com GPS, YSC, VISITOR_INFO1_LIVE,
CONSENT Third Party google.com NID, _GRECAPTCHA Third Party g2crowd.com __cf_bm
Third Party bing.com MUID Third Party doubleclick.net IDE, test_cookie Third
Party linkedin.com AnalyticsSyncHistory, UserMatchHistory, lidc, bcookie, lissc,
li_gc, lang Third Party

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

ASANA SANDBOX TERMS OF USE

Effective Date: April 2021

These Sandbox Terms of Use (the “Agreement”) are between Asana, Inc., a Delaware
corporation (“Asana”) and you (“Developer” or “you”), and are effective as of
the earlier of the date you apply for or begin using an Asana Developer Sandbox
(the “Effective Date”). If you are entering into this Agreement on behalf of
your organization, that organization is deemed to be the Customer and you
represent that you have the power and authority bind that organization to this
Agreement.

1. DEFINITIONS.

1.1 “Asana Materials” means any materials that Asana provides to Developer as
part of, or in the course of providing, the Service, including without
limitation, any specifications, instructions, test data and other documentation.
Developer agrees that Asana Materials are Asana’s Confidential Information, as
defined in Section 5. Developer shall use the Asana Materials only as expressly
permitted in this Agreement.

1.2 "Connector" means an integration between the Developer Software and the
Service intended for use only by authorized end users of the Asana Service, and
developed by Developer in compliance with this Agreement, the Documentation, the
Asana Materials, and where applicable, the terms of the Asana API Terms and
Conditions made available by Asana at https://asana.com/terms#api-terms (“API
Terms”). The API Terms are applicable to any Connector that uses or makes calls
to any application programming interface made available by Asana.

1.3 "Developer Data" means all data, files and attachments submitted by or on
behalf of Developer to the Service.

1.4 “Developer Sandbox” means the instance of the Asana Service provisioned to
Developer under this Agreement and subject to the terms and conditions set forth
herein.

1.5 “Developer Software” means the application owned or licensed by Developer
for which Developer is developing a Connector.

1.6 “Documentation” means Asana’s online user guides and terms, as updated from
time to time.

1.7 “End User” means an employee of Developer who is permitted by Developer to
use the Service under Developer’s account solely for the purpose of development
and testing of the Connector. The number of Developer’s End Users may be limited
by Asana in its sole discretion (each, a “Subscription”). Developer shall not
permit more than one individual to share a single Subscription.

1.8 "Intellectual Property Rights" means unpatented inventions, patent
applications, patents, design rights, copyrights, trademarks, service marks,
trade names, domain name rights, mask work rights, know-how and other trade
secret rights, and all other intellectual property rights, derivatives thereof,
and forms of protection of a similar nature anywhere in the world.

1.9 “Service” means Asana’s collaborative work management software as a service
platform, as more specifically identified in the Documentation.

1.10 “Subscription Term” means the period during which Developer’s End Users are
permitted to use or access the Service pursuant to the terms set forth in this
Agreement, unless earlier terminated as set forth in Section 4.

2 SERVICE.

2.1 Provision of Service and Availability. Asana will make the Service available
to Developer and its End Users pursuant to this Agreement during the applicable
Subscription Term. Subject to the terms of this Agreement, Asana grants
Developer a non-exclusive, non-sublicenseable, royalty-free, nontransferable
right, solely during the applicable Subscription Term, to access and use, and
authorize its End Users to access and use, the Service and the Asana Materials
solely for the purposes of development and testing of the Connector, solely in
accordance with the applicable Documentation, Asana Materials and API Terms.

2.2 Administration of Developer’s Account. Developer may specify one or more End
Users as administrators (each an “Administrator”) to manage its account.
Developer is responsible for maintaining the security of its accounts and
passwords (including, but not limited to, Administrator and End User accounts
and passwords).

2.3 End User Conduct; Compliance. Developer is responsible for use of the
Service by its End Users and for their compliance with this Agreement and
Asana’s then-current Acceptable Use Policy (“AUP”), a current copy of which can
be found at https://asana.com/terms/#acceptable-use, and the terms of which are
incorporated herein by this reference. Developer is solely responsible for the
accuracy, quality, legality, reliability and appropriateness of all Developer
Data, and for providing any notices and obtaining any consents and
authorizations necessary: (a) to allow the Administrator to access, monitor, use
and disclose the Developer Data posted by the End Users on the Service; and (b)
to allow Asana to provide the Administrator with access to such End User
content. Developer shall ensure that Developer is entitled to transfer the
relevant Developer Data to Asana so that Asana and its service providers may
lawfully use, process and transfer the Developer Data in accordance with this
Agreement on Developer’s behalf. Developer will promptly notify Asana if it
becomes aware of any unauthorized use or access to Developer’s account or the
Service.

2.4 Usage Restrictions. Developer shall not (a) make the Service available to,
or use any Service for the benefit of, anyone other than Developer; (b) use the
Service for collaborative work management purposes or other commercial use, or
rent, sublicense, resell, time share or similarly exploit the Service; (c)
interfere with or disrupt the integrity or performance of the Service or the
data contained therein, reverse engineer, modify, adapt, or hack the Service or
Asana Materials, or otherwise attempt to gain unauthorized access to the Service
or its related systems or networks; (d) access the Service or the Asana
Materials to build or support a competitive product or service; (e) alter or
remove, or permit any third party to alter or remove, any proprietary trademark
or copyright markings incorporated in, marked on or affixed to any Service or
Asana Materials; (f) use or permit use of the Service in violation of the AUP;
or (g) use the Service to send or store personal information or other data
subject to regulatory or contractual handling requirements, such as Payment Card
Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health
Insurance Portability and Accountability Act, and any state and federal data
security laws, including without limitation: credit card information, credit
card numbers and magnetic stripe information, social security numbers, driver’s
license numbers, passport numbers, government issued identification numbers,
health-related information, bio-metric data, financial account information,
personally identifiable information collected from children under the age of 13
or from online services directed toward children, and real time geo-location
data which can identify an individual. Developer shall be solely responsible for
the content, development, operation, support, maintenance and security of the
Connector and the Developer Software, and for the compliance of the Connector
and Developer Software with all applicable laws. Because the Service is made
available solely for non-commercial use, Developer Data shall be limited to test
data only. In no event shall Developer submit to the Service any Confidential
Information or personal or personally identifiable information of any
individual. Notwithstanding any other provisions, Asana shall not be responsible
or liable for the deletion, alteration, destruction, damage, loss of, or failure
to store, any Developer Data.

2.5 Suspension. Asana may suspend the account of Developer or any End User who:
(a) violates this Agreement or Asana’s Acceptable Use Policy; or (b) is using
the Service in a manner that Asana reasonably believes may cause a security
risk, a disruption to others’ use of the Service, or liability for Asana.

3 WARRANTIES; DISCLAIMER

3.1 Mutual Warranties. Each party represents and warrants that this Agreement is
legally binding upon it and enforceable in accordance with its terms.

3.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE SERVICE, ASANA MATERIALS, AND ALL RELATED COMPONENTS AND
INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY
WARRANTIES OF ANY KIND, AND ASANA AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
DEVELOPER ACKNOWLEDGES THAT ASANA DOES NOT WARRANT THAT THE SERVICE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. ASANA DISCLAIMS ALL LIABILITY AND
INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY
HOSTING SERVICE PROVIDERS.

4 TERM AND TERMINATION.

4.1 Term. This Agreement commences on the Effective Date and will remain in
effect until all Subscriptions to the Service granted in accordance with this
Agreement have expired or been terminated.

4.2 Termination for Convenience. Either party may terminate this Agreement,
including all Subscriptions granted hereunder, for any reason or no reason at
any time upon ten (10) days written notice to the other party.

4.3 Termination for Cause. Either party may terminate this Agreement if: (a) the
other party is in material breach of this Agreement and fails to cure such
breach within ten (10) days following receipt of written notice from the
non-breaching party; or (b) the other party ceases its business operations or
becomes subject to insolvency proceedings and the proceedings are not dismissed
within 60 days.

4.4 Effect of Termination. Upon termination, the rights granted to Developer
pursuant to this Agreement (except as specifically set forth in this Section
4.4) will cease immediately. The following sections will survive expiration or
termination of this Agreement: Sections 1, 2.4, 3, 4.4, 5, 6, 7, 8, 9, and 10.

5 PRIVACY POLICY; CONFIDENTIALITY.

5.1 Privacy Policy. Asana’s privacy policy describes how Asana collects and uses
data relating to the use of the Service and the Asana website. A current copy of
the Asana privacy policy can be found at https://asana.com/terms (“Privacy
Policy”). The terms of the Privacy Policy, as updated from time to time by
Asana, are incorporated herein by this reference.

5.2 Definition of Confidential Information. During the course of their
performance under this 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, product plans and roadmaps, 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 Developer, Confidential Information
also includes the Developer Software. With respect to Asana, Confidential
Information also includes the Service and Asana Materials. The terms of this
Agreement shall be the Confidential Information of both parties. Confidential
Information does not include information that: (i) is or becomes publicly
available without breach of this Agreement by the receiving party; (ii) was
known to the receiving party prior to its disclosure by the disclosing 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
lawfully received by the receiving party from a third party under no obligation
of confidentiality.

5.3 Protection of Confidential Information. Except as otherwise expressly
permitted under this Agreement or the Privacy Policy, 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
Developer’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. Developer may disclose Asana’s Confidential Information to its End
Users, 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. Either party may disclose the terms of this
Agreement to potential parties to a bona fide fundraising, acquisition or
similar transaction to facilitate due diligence and closing of the transaction,
provided that any such potential party is subject to written non-disclosure
obligations and limitations on use only for purposes of the proposed
transaction.

5.4 Equitable Relief. The receiving party acknowledges that the remedy at law
for breach of this Section 5 may be inadequate and that, in addition to any
other remedy the disclosing party may have, it shall be entitled to seek
equitable relief, including, without limitation, an injunction or injunctions
(without the requirement of posting a bond, other security or any similar
requirement or proving any actual damages), to prevent breaches or threatened
breaches of this Section 5 by the receiving party or any of its representatives
and to specifically enforce the terms and provisions of this Section 5, this
being in addition to any other remedy to which the disclosing party is entitled
at law or in equity.

5.5 Compelled Disclosure. The receiving party may access and disclose
Confidential Information of the disclosing party if legally required to do so in
connection with any legal or regulatory proceeding, provided, however, that in
such event the receiving party will, if lawfully permitted to do so, notify the
disclosing party within a reasonable time prior to such access or disclosure so
as to allow the disclosing party an opportunity to seek appropriate protective
measures. If the receiving party is compelled by law to access or disclose the
disclosing party’s Confidential Information as part of a civil proceeding to
which the disclosing party is a party, the disclosing party will reimburse the
receiving party for its reasonable cost of compiling and providing secure access
to such Confidential Information. Receiving party will furnish only that portion
of the Confidential Information that is legally required to be disclosed, and
any Confidential Information so disclosed shall maintain its confidentiality
protection for all purposes other than such legally compelled disclosure.

6 INTELLECTUAL PROPERTY.

6.1 Asana’s Intellectual Property Rights. Subject to the limited rights
expressly granted hereunder, Asana reserves all rights, title and interest in
and to the Service and Asana Materials, and any enhancements or modifications
thereof, including all related Intellectual Property Rights. No rights are
granted to Developer under this Agreement other than the limited licenses
expressly set forth in this Agreement. For clarity, no right to distribute,
sublicense, publicly display, or create derivative works of the Asana Service or
Asana Materials is granted hereunder. Asana may limit the number and/or
frequency of API calls to the Service, or any use of the Asana Service or Asana
Materials that could damage, disable, overburden, impair or otherwise interfere
with the Service. To the extent the Service includes any downloadable software,
Asana grants to Developer a non-sublicensable, non-exclusive license to use the
object code version of such Software solely in conjunction with authorized use
of the Service and in accordance with this Agreement.

6.2 Suggestions. Asana welcomes feedback from users about the Service and Asana
Materials. If Developer (including any End User) provides Asana any feedback or
suggestions regarding the Service or Asana Materials, Developer grants to Asana
an unlimited, royalty free, irrevocable, worldwide, perpetual, sub-licensable
and freely transferable license to use, modify, commercially exploit and
incorporate any such feedback or suggestions for any purpose without any
obligation or compensation to Developer or any End User.

6.3 Developer’s Intellectual Property Rights. Subject to the limited rights
expressly granted hereunder, Developer reserves all rights, title and interest
in and to all Developer Data and the Developer Software, including all related
Intellectual Property Rights. No rights are granted to Asana under this
Agreement other than the limited licenses expressly set forth in this Agreement.
Developer hereby grants to Asana and its authorized third party service
providers the worldwide, nonexclusive, royalty-free right to access, use, copy,
distribute, perform, display and process Developer Data: (a) to provide,
maintain, and improve the Service and perform this Agreement; (b) to prevent or
address service or technical problems; (c) at Developer's direction or request,
including processing initiated by End Users in their use of the Service; (d) as
compelled by law in accordance with Section 5.5 above; (e) as expressly
permitted in writing by Developer; and (f) in compliance with the Privacy
Policy. Further, Developer expressly agrees that Asana may develop, license and
publish applications that are similar to or otherwise compete with the Connector
and/or the Developer Software without obligation of any kind to Developer.

7 Indemnification. Developer shall indemnify, defend and hold harmless Asana and
its affiliates, and its and their respective employees, contractors, agents,
officers and directors, from any and all claims, losses, damages, liabilities,
costs and fees (including reasonable attorneys’ fees) of every kind and nature
incurred in connection with any claims arising from or in any way related to (a)
the Connector, the Developer Data, or Developer Software, or (b) Developer’s or
its End Users’ use of or access to the Service or Asana Materials in violation
of this Agreement.

8 LIABILITY.

8.1 Limitation of Liability. EXCEPT FOR DEVELOPER’S INDEMNIFICATION OBLIGATIONS
UNDER SECTION 7 (“INDEMNIFICATION”), OR IN CASE OF A BREACH OF SECTION 2.4
(“USAGE RESTRICTIONS”), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT,
NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $100.

8.2 Exclusion of Consequential and Related Damages. EXCEPT FOR DEVELOPER’S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), OR IN CASE OF A
BREACH OF SECTION 2.4 (“USAGE RESTRICTIONS”), IN NO EVENT SHALL EITHER PARTY
HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS
OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL
PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY
APPLICABLE LAW.

8.3 The provisions of this Section 8 allocate the risks under this Agreement
between the parties, and the parties have relied on these limitations in
determining whether to enter into this Agreement.

9 Export Compliance. The Service may be subject to export laws and regulations
of the United States and other jurisdictions. Asana and Developer each
represents that it is not named on any U.S. government denied-party list.
Developer shall not permit any End User to access or use any Service in a
U.S.-embargoed country or region or in violation of any U.S. export law or
regulation. Developer and its End Users shall not use the Service to export,
re-export, transfer, or make available, whether directly or indirectly, any
regulated item or information to anyone outside the U.S. in connection with this
Agreement without first complying with all export control laws and regulations
that may be imposed by the U.S. Government and any country or organization of
nations within whose jurisdiction Developer accesses the Service.

10 MISCELLANEOUS.

10.1 Governing Law. This Agreement and any disputes arising out of or related to
it 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.

10.2 Dispute Resolution. The parties agree that most disputes can be resolved
without resort to litigation. The parties agree to use their best efforts to
settle any dispute directly through consultation with each other before
initiating a lawsuit. Any suit or proceeding arising out of or relating to this
Agreement shall be exclusively brought in the state or Federal courts, as
applicable, located in San Francisco, California. Notwithstanding the foregoing,
Asana shall have the right to apply at any time to any court of competent
jurisdiction for appropriate injunctive relief (or other interim or conservatory
measures) in connection with any violation or threatened violation of its
Intellectual Property Rights. The parties further agree that the prevailing
party in any action or proceeding to enforce any right or provisions under this
Agreement, including any arbitration or court proceedings, will be entitled to
recover its reasonable costs and attorneys’ fees.

10.3 NO CLASS ACTIONS. Developer may only resolve disputes with Asana on an
individual basis and shall not bring a claim in a class, consolidated or
representative action. Class arbitrations, class actions, private attorney
general actions and consolidation with other arbitrations are not allowed. If
any court or arbitrator determines that the class action waiver set forth in
this paragraph is void or unenforceable for any reason or that arbitration can
proceed on a class basis, then the disputes, claims or controversies will not be
subject to arbitration and shall be subject to the exclusive jurisdiction of the
state or federal courts located in the County of San Francisco, California.

10.4 Notices. Asana may give general notices related to the Service by email,
text, in-app notifications, or by posting them on the Asana website or through
the Service, and such electronic notices shall be deemed to satisfy any legal
requirement that such notices be made in writing. Other notices required or
permitted to be given hereunder shall be sufficiently given when mailed by
certified mail, postage prepaid, return receipt requested, or sent by overnight
courier, charges prepaid, in each case properly addressed to the addresses of
the parties indicated above, to the attention of General Counsel, with a copy to
Finance Department, or to such other address as may hereafter be furnished in
writing by either party hereto to the other party, and such notice shall be
deemed to have been given when received.

10.5 Publicity. Except as otherwise agreed in writing by both Asana and
Developer, neither party may publicly use the name or logo of the other party as
part of the transactions contemplated by this Agreement.

10.6 Relationship of the Parties. The parties are and shall be independent
contractors with respect to all services provided under this Agreement. This
Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the parties. There are no
third-party beneficiaries to this Agreement. Without limiting this Section, a
Developer's End Users are not third-party beneficiaries to Developer's rights
under this Agreement.

10.7 Force Majeure. Neither Asana nor Developer will be liable for delayed or
inadequate performance of its obligations hereunder 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, interruption or failure of the Internet or any
utility service, and denial of service attacks (each a “Force Majeure Event”).
The party affected shall be relieved from its obligations (or part thereof) as
long as the Force Majeure Event lasts and hinders the performance of said
obligations (or part thereof). The party affected shall promptly notify the
other party and make reasonable efforts to mitigate the effects of the Force
Majeure Event with reasonable dispatch.

10.8 Severability; No Waiver. In the event that any provision of this Agreement
is found invalid or unenforceable pursuant to any judicial decree or decision,
such provision shall be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and remain
enforceable between the parties. No waiver of any term of this Agreement shall
be deemed a further or continuing waiver of such term or any other term, and a
party’s failure to assert any right or provision under this Agreement shall not
constitute a waiver of such right or provision.

10.9 Assignment. Neither this 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 (not to be unreasonably withheld or
delayed); provided, however, that either party may assign this Agreement upon
written notice without the other party’s consent to an Affiliate or to its
successor in interest in connection with a merger, acquisition, corporate
reorganization or sale of all or substantially all of its assets not involving a
direct competitor of the non-assigning party. Any other attempt to transfer or
assign this Agreement will be null and void. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of the parties, their respective
successors and permitted assigns.

10.10 Modifications. Asana may revise this Agreement from time to time by
posting the modified version on its website. By continuing to access or use the
Service after the posted effective date of modifications to this Agreement,
Customer agrees to be bound by the revised version of the Agreement.

10.11 Entire Agreement. This Agreement, including all attachments and addenda
hereto, constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes and replaces any prior or contemporaneous
representations, understandings and agreements, whether written or oral, with
respect to the subject matter hereof. The parties are not relying and have not
relied on any representations or warranties whatsoever regarding the subject
matter of this agreement, express or implied, except for the representations and
warranties set forth in this Agreement. No modification, amendment, or waiver of
any provision of this Agreement shall be effective unless in writing and signed
by the party against whom the modification, amendment or waiver is to be
asserted. To the extent of any conflict or inconsistency between the provisions
in the body of this Agreement and any attachment or addendum hereto, the terms
of such exhibit or addendum shall prevail. Notwithstanding any language to the
contrary therein, no terms or conditions stated in a Developer purchase order,
vendor onboarding process or web portal, or any other Developer order
documentation shall be incorporated into or form any part of this Agreement, and
all such terms or conditions shall be null and void.

ASANA PRIVACY POLICY

Effective Date: January 1, 2020

Asana offers a variety of team productivity, collaboration, and organizational
tools available online, including via a mobile application (collectively, the
“Service”), and websites, including but not limited to www.asana.com,
wavelength.com, blog.asana.com, community.asana.com (the “Websites”). As you use
the Service and interact with the Websites, Asana collects and processes
information from and about you in order to provide you with access to the
Service, enhance your experience while using the Service, and interact with you.
This Privacy Policy (the “Policy”) describes how Asana collects, uses, and
discloses information collected through the Service and Websites, and what
choices you have with respect to such information. The first section below
explains which privacy terms are applicable to you depending on what type of
user you are.

References to “Asana” throughout the Policy mean the Asana entity that acts as
the data controller or data processor of your information, as explained in more
detail below. By accessing or using the Service and Websites, you acknowledge
and agree that you have read, understand, and agree to be bound by this Policy.
If you do not agree with this Policy, do not access or use the Service,
Websites, or any other part of Asana’s business.

If you have any questions about this Privacy Policy, please contact Asana at:
633 Folsom Street Suite 100, San Francisco, CA 94107-3600 or by emailing us at
privacy@asana.com.

This Privacy Policy contains the following sections:

* I What Type of User am I and What Privacy Terms are Applicable to Me?
* II Privacy Terms for Subscribers
* III Privacy Terms for Free Users
* IV Privacy Terms for Site Visitors
* V Additional Privacy Terms for All Users
* VI Privacy Information for California Residents
* VII Privacy Information for Nevada Residents
* VIII Asana Contact Info

I. WHAT TYPE OF USER AM I AND WHICH PRIVACY TERMS ARE APPLICABLE TO ME?

Asana has three different types of users depending on the Asana products used.
Please see the bullets below to determine which type of user you are, and then
click the internal link to visit the privacy terms applicable to you. It is
possible that you may use Asana in different ways. If so, please review all
applicable privacy terms. Also, don’t forget to review Section V, which contains
privacy terms applicable to all users.

* Subscribers. We call users who use the Service as part of any tier of a paid
Asana subscription plan “Subscribers.” The Service features and
functionalities available to Subscribers are determined by the specific terms
agreed to between Asana and the organization (e.g., your employer or another
entity or person, called the “Customer”) that entered into a separate
agreement that governs delivery, access, and use of the Service (for purpose
of this Policy, the “Customer Agreement”). The Customer controls its instance
of the Service and is the data controller of the information collected
through the Service about Subscribers, and Asana is a data processor of such
information. To go directly to the terms applicable to Subscribers, please
click here.
* Free Users. We call users who use a non-paid version of the Service “Free
Users.” While Free Users can access and use the Service, they have access to
a more limited set of Service features and functionality than Subscribers.
Asana is the data controller of the information collected through the Service
about Free Users. To go directly to the terms applicable to Free Users,
please click here.
* Site Visitors. We call users of the Websites “Site Visitors.” Site Visitors
can be individuals who are simply browsing the Websites but who do not use
the Asana Service; or, Site Visitors can be Free Users or Subscribers who
visit the Websites to seek additional information about Asana. Asana is the
data controller of the information collected through the Website about Site
Visitors. To go directly to the terms applicable to Site Visitors please
click here.

II. PRIVACY TERMS FOR SUBSCRIBERS

A. Overview

Section II of this Policy applies only to Subscribers. If you are a Subscriber,
the “Customer Agreement” governs the collection and processing of information
collected from you through the Customer’s instance of the Service (e.g. a
Customer's organization or workspace, but for purposes of this Policy referred
to as the “Workspace”), including all associated messages, attachments, files,
tasks, projects and project names, team names, channels, conversations, and
other content submitted through the Service (“Workspace Content”). In the event
of a conflict between this Privacy Policy and the Customer Agreement, the
Customer Agreement governs. Because the Customer controls the Workspace used by
Subscribers, if you have any questions about the Customer’s specific Workspace
settings and privacy practices, please contact the Customer whose Workspace you
use. If you are a Subscriber located in the European Union, please note that the
Customer is the data controller with respect to the processing of your Workspace
Content pursuant to the EU General Data Protection Regulation (“GDPR”). When
processing Workspace Content of EU data subjects governed by the Customer
Agreement, Asana is the data processor, meaning that we collect and process such
information solely on behalf of the Customer.

B. Collection and Use of Subscriber Information

This section explains the information we collect from Subscribers. We do not
require Subscribers to provide us with information. However, certain
information, such as account log-in data, is required to provide you with access
to the Service, and other information may be collected automatically as you use
the Service.

1. Workspace Content. Workspace Content is collected, used, and shared by Asana
in accordance with the Customer’s instructions, including any applicable
terms in the Customer Agreement, or as required by applicable law. The
Customer, and not Asana, determines its own, internal policies regarding
storage, access, modification, deletion, sharing, and retention of Workspace
Content which may apply to your use of the Service. For example, a Customer
may provide or remove access to the Service, enable or disable third party
integrations, manage permissions, retention and export settings, transfer or
assign teams, or share projects. Please check with the Customer about the
policies and settings that they have instituted with respect the Workspace
Content that you provide when using the Service.
2. Account Information. To set up your Asana account, you or the Customer will
provide us with basic information about you which may include your name,
address, telephone number, email address, and password. You will then have
the ability to provide optional profile information, such as a photograph or
basic demographic data. With your permission, we may also upload calendar
information stored on your mobile device to your account. If you submit
payment information in connection with your use of the Service, we utilize a
third party credit card payment processing company to collect payment
information, including your credit card number, billing address, and phone
number. In such circumstances, the third party service provider, and not
Asana, stores your payment information on our behalf.
3. Service Usage Information. As you use the Service, we collect information
about how you use and interact with the Service (“Service Usage
Information”). Such information includes:

* Device information – when you access the Service using a mobile device, we
collect certain device information, including the type of device you are
using, its operating system, and mobile network information, which may
include your mobile phone number. We may also collect your MAC address and
other unique device identifiers.
* Log files – when you use the Service, our servers automatically record
information in server log files. These log files may include information such
as your web request, IP address, browser type and settings, referring/exit
pages and URLs, number of clicks, date and time stamp information, language
preferences, data from cookies and similar technologies, and other such
information.
* Location information – we collect and process general information about the
location of the device from which you are accessing the Service (e.g.,
approximate geographic location inferred from an IP address).
* Workspace Use Metadata – when you interact with the Service, metadata is
generated that provides high-level (non-content) information about the way
you work in your Workspace. For example, we may log the number of Workspaces
you work in; the number of tasks to which you are assigned; the features and
embedded Service content you interact with; the types of files you share; and
what, if any, third party services and integrations you use.

4. Other Information. You may provide us with information when you interact
with us in other ways, such as when you submit requests or questions to us
via forms or email (e.g., support forms, sales forms, user research
participation forms); information you provide in connection with Asana
sweepstakes, contests, or research studies in which you choose to
participate; beta testing; and requests for customer support and technical
assistance (collectively, “Other Information”).
5. Information Collected from Third-Party Integrations. If you choose to use or
connect to third-party integrations (e.g., OneDrive, Unito, Wufoo, Slack)
through the Service, or if you are required or permitted to do so by a
Customer, such third parties may allow us to have access to and store
additional information about your interaction with those services as it
relates to your use of the Service. If you initiate these connections, you
also understand that we will share information about you that is required to
enable your use of the third-party integration through the Service. If you
do not wish to have this information shared, do not initiate these
connections. By enabling these connections, you authorize us to connect and
access the information provided through these connections, and you
understand that the privacy policies of these third parties govern such
connections.

C. How Does Asana Use Subscriber Information?

This section explains how Asana uses information collected from Subscribers.

1. Workspace Content. Asana may view and use Workspace Content collected from
and about Subscribers only as necessary:

* To maintain, provide and improve the Service
* To prevent or address technical or security issues and resolve support
requests
* To investigate when we have a good faith belief, or have received a complaint
alleging, that such Workspace Content is in violation of the Customer
Agreement or our User Terms of Service
* To comply with a valid legal subpoena, request, or other lawful process that
meets the requirements of the Customer Agreement and our Law Enforcement
Guidelines
* As otherwise set forth in our Customer Agreement or as expressly permitted in
writing by the Customer

2. Account Information, Service Usage Information, Information from Third Party
Integrations, and Other Information. Asana may use these categories of
information collected from and about Subscribers to:

* Maintain, provide, and improve the Service

* Respond to your requests for information

* Prevent or address technical or security issues and resolve support requests

* Investigate in good faith alleged violations of our User Terms of Service

* Comply with a valid legal subpoena, request, or other lawful process that
meets the requirements of our Law Enforcement Guidelines

* Help us better understand user interests and needs, and customize the Service
for our users

* Engage in analysis, research, and reports regarding use of the Service

* Protect the Service and our users

* Communicate with you via email and through the Service about important
notices and updates regarding the Service, such as to inform you about
changes in the Service, our service offerings, and important services-related
notices, such as about security and fraud. Because these communications are
an important part of the Service, you may not opt out of them

* In accordance with applicable legal obligations, communicate with you about
promotions, offers, and news about Asana. You have the ability to unsubscribe
from such promotional communications

* Provide cross-device management of your account. For example, we may locate
or try to locate the same unique users across multiple browsers or devices
(such as smartphones or tablets), or work with service providers that do
this, in order to save your preferences across devices and analyze usage of
the Service. If you wish to opt out of the ability of one our service
providers, Google Analytics, to locate you across devices in this way, you
may install the Google Analytics Opt-out Browser Add-on by clicking here

D. Sharing of Subscriber Information

In accordance with the applicable Customer Agreement, we may share the
information we collect from Subscribers as follows:

E. Aggregate De-Identified Data

We may aggregate and/or de-identify information collected through the Service so
that such information can no longer be linked to you or your device
(“Aggregate/De-Identified Information”). We may use Aggregate/De-Identified
Information for any purpose, including without limitation for research and
analytics, and may also share such data with any third parties, including
partners, affiliates, services providers, and others.

F. Combined Information

We may combine the information that we collect through the Service with
information that we receive from other sources, both online and offline, and use
such combined information in accordance with this Policy and the Customer
Agreement.

G. Data Retention

We will retain your information for the period necessary to fulfill the purposes
outlined in this Policy unless a longer retention period is required or
permitted by law, or where the Customer Agreement requires or permits specific
retention or deletion periods.

H. Data Subject Rights

Please contact your Workspace owner(s) or administrator(s) to exercise any data
subject rights you have under applicable local laws, including your ability to
access, delete, rectify, transfer, or object under the GDPR.

III. PRIVACY TERMS FOR FREE USERS

A. Overview

Section III of this Policy applies only to Free Users of the Service. If you are
a Free User located in the European Union, Asana is the data controller with
respect to the processing of your personal data pursuant to the GDPR.

B. Collection and Use of Free User Information

This section explains how we collect, process, and use the information collected
from Free Users. We do not require Free Users to provide us with information.
However, certain information, such as account log-in data, is required to
provide you with access to the Service, and other information may be collected
automatically as discussed below.

1. Information You Provide to Asana. Asana collects the following information
submitted directly through the Service by Free Users:

* The messages, attachments, files, tasks, project names, team names, channels,
conversations, and other content submitted through the Service (collectively,
the “Workspace Content”);
* Information you provide as part of your account registration with Asana,
which may include your name, organization name, address, telephone number,
email address, username and password; optional information that you may
choose to provide, such as a photograph or basic demographic data; and, with
your permission, calendar information stored on your mobile device that you
may elect to upload to your account (collectively, the “Account
Information”); and
* Information you provide in other interactions with us, such as requests or
questions you submit to us via forms or email (e.g., support forms, sales
forms, user research participation forms), information you provide in
connection with Asana sweepstakes, contests, or research studies in which you
choose to participate; beta testing; and requests for customer support and
technical assistance (collectively, “Other Information”).

2. Service Usage Information. As you use the Service, we collect a variety of
information about how you use and interact with the Service (“Service Usage
Information”). Such information includes:

* Device information – when you access the Service using a mobile device, we
collect certain device information, including the type of device you are
using, its operating system, and mobile network information, which may
include your mobile phone number. We may also collect your MAC address and
other unique device identifiers.
* Log files – when you use the Service, our servers automatically record
certain information in server log files. These log files may include
information such as your web request, IP address, browser type and settings,
referring / exit pages and URLs, number of clicks, date and time stamp
information, language preferences, data from cookies and similar
technologies, and other such information.
* Location information – we collect and process general information about the
location of the device from which you are accessing the Service (e.g.,
approximate geographic location inferred from an IP address).
* Workspace Use Metadata – when you interact with the Service, metadata is
generated that provides high-level (non-content) information about the way
you work in your Workspace. For example, we may log the number of Workspaces
you work in; the number of tasks to which you are assigned; the features and
embedded Service content you interact with; the types of files you share; and
what, if any, third party services and integrations you use.

3. Information Collected from Third Party Integrations. If you choose to use or
connect to third-party integrations (e.g., OneDrive, Unito, Wufoo, Slack)
through the Service, such third parties may allow us to have access to and
store additional information about your interaction with those services as
it relates to your use of the Service. Moreover, if you initiate these
connections, you also understand that we will share information about you
that is required to enable your use of the third-party integration through
the Service. If you do not wish to have this information shared, do not
initiate these connections. By enabling these connections, you authorize us
to connect and access the information provided through these connections,
and you understand that the privacy policies of these third parties govern
such connections.
4. Information Collected from Other Third Parties. Asana may receive additional
information about you, such as demographic information, from affiliates
under common ownership and control, and from third parties, such as business
partners, marketers, researchers, analysts, and other parties that we may
use to supplement the information that we collect directly from you.

C. Use of Free User Information

Asana may use the information collected from Free Users to:

* Maintain, provide, and improve the Service
* Respond to your requests for information
* Prevent or address technical or security issues and resolve support requests
* Investigate in good faith alleged violations of our User Terms of Service
* Comply with a valid legal subpoena, request, or other lawful process that
meets the requirements of our Law Enforcement Guidelines
* Help us better understand user interests and needs, and customize the Service
for our users
* Engage in analysis, research, and reports regarding use of the Service
* Protect the Service and our users
* Communicate with you via email and through the Service about important
notices and updates regarding the Service, such as to inform you about
changes in the Service, our service offerings, and important services-related
notices, such as about security and fraud. Because these communications are
an important part of the Service, you may not opt out of them
* In accordance with applicable legal obligations, communicate with you about
promotions, offers, and news about Asana. You have the ability to unsubscribe
from such promotional communications
* Provide cross-device management of your account. For example, we may locate
or try to locate the same unique users across multiple browsers or devices
(such as smartphones or tablets), or work with service providers that do
this, in order to save your preferences across devices and analyze usage of
the Service. If you wish to opt out of the ability of one our service
providers, Google Analytics, to locate you across devices in this way, you
may install the Google Analytics Opt-out Browser Add-on by clicking here

D. Legal Bases for Use of Your Information

If you are located in the EU, please note that the legal bases under the EU
General Data Protection Regulation (“GDPR”) for using the information we collect
through your use of the Service as a Free User are as follows:

* Where use of your information is necessary to perform our obligations under a
contract with you (for example, to comply with the User Terms of Service
which you accept by using the Service)
* Where use of your information is necessary for our legitimate interests or
the legitimate interests of others (for example, to provide security for our
Service; operate our Service; prevent fraud, analyze use of and improve our
Service, and for similar purposes)
* Where use of your information is necessary to comply with a legal obligation
* Where we have your consent to process data in a certain way

E. Sharing of Free User Information

We share the information we collect through the Service about Free Users with
the following:

* Affiliates and Subsidiaries. We may share the information we collect within
the Asana family of companies.
* Service Providers. We may provide access to or share your information with
select third parties that use the information only to perform services on our
behalf. These third parties provide a variety of services to us, including
without limitation sales, marketing, provision of content and features,
advertising, analytics, research, data storage, security, fraud prevention,
and other services.
* Business Transfers. If the ownership of all or substantially all of our
business changes, we may transfer your information to the new owner so that
the Websites can continue to operate. In such case, your information would
remain subject to the promises and commitments contained in this Policy until
such time as this Policy is updated or amended by the acquiring party upon
notice to you. If such transfer is subject to additional mandatory
restrictions under applicable laws, Asana will comply with such restrictions.
* Consent. We may also disclose your information to third parties with your
consent to do so.
* Consistent with your settings within the Service. Please note that the
Workspace Content you submit through the Service may be viewable by other
users in your Workspace, depending on the specific settings you have
selected.

F. Aggregate De-Identified Data

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

G. Combined Information

For the purposes discussed in this Policy, we may combine the information that
we collect through the Service with information that we receive from other
sources, both online and offline, and use such combined information in
accordance with this Policy.

H. Data Retention

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

I. Data Subject Rights

Local legal requirements (such as those in the EU) may afford you additional
rights. If you would like further information in relation to your legal rights
under applicable law or would like to exercise any of them, please contact us at
any time using this form. Your local laws (such as those in the EU) may permit
you to request that we:

* provide access to and/or a copy of certain information we hold about you
* prevent the processing of your information for direct-marketing purposes
(including any direct marketing processing based on profiling)
* update information which is out of date or incorrect
* delete certain information which we are holding about you
* restrict the way that we process and disclose certain of your information
* transfer your information to a third party provider of services
* revoke your consent for the processing of your information

We will consider all requests and provide our response within the time period
stated by applicable law. Please note, however, that certain information may be
exempt from such requests in some circumstances, which may include if we need to
keep processing your information for our legitimate interests or to comply with
a legal obligation. We may request you provide us with information necessary to
confirm your identity before responding to your request.

IV. PRIVACY TERMS FOR SITE VISITORS

A. Overview

Section IV of this Policy applies only to Site Visitors.

If you visit the Websites, regardless of whether you are also a user of the
Service, the following rules apply to you. To eliminate any confusion, please
note that the terms in this section apply only to use of Asana’s Websites, not
to use of the Service.

If you are a Site Visitor located in the European Union, Asana is the data
controller with respect to the processing of your personal data pursuant to the
EU General Data Protection Regulation (“GDPR”).

B. Collection and Use of Site Visitor Information

1. Information Collected from Site Visitors

When you use the Websites, we collect the following information about you:

* Contact Information – if you submit a request for information or a question
through the Websites, you may be asked to provide us with basic information
including your name, email address, phone number, and postal address. We will
also keep records of the communication, the question/request you raised, and
how it was resolved. If you choose to participate in an Asana sweepstakes,
contest, or research study offered through the Websites, we will also collect
basic contact information from you in connection with such activity.
* Websites Usage Information – as you browse the Websites, we and our service
providers (which are third party companies that work on our behalf to provide
and enhance the Websites) use a variety of technologies, including cookies
and similar tools, to assist in collecting information about how you use the
Websites. For example, our servers automatically record certain information
in server logs. These server logs may include information such as your web
request, IP address, browser type and settings, referring / exit pages and
URLs, number of clicks and how you interact with links on the Websites,
domain names, landing pages, pages viewed, mobile carrier, mobile device
identifiers and information about the device you are using to access the
Websites, date and time stamp information and other such information.
* Location Information – We collect and process general information about the
location of the device from which you are accessing the Service (e.g.,
approximate geographic location inferred from an IP address).

2. Cookies and Similar Technologies

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

3. Use of Information Collected from Site Visitors

We use the information collected from Site Visitors for a variety of
purposes including to:

* Maintain, provide, and improve the Websites and the Service
* Respond to your requests for information
* In accordance with applicable legal obligations, communicate with you about
promotions, offers, and news about Asana. You have the ability to unsubscribe
from such promotional communications
* Prevent or address technical or security issues
* Investigate in good faith alleged violations of our User Terms of Service
* Help us better understand Site Visitor interests and needs, and customize the
advertising and content you see on the Websites
* Engage in analysis and research regarding use of the Websites and the Service

C. Legal Bases

If you are located in the EU, please note that the legal bases under the GDPR
for using the information we collect through your use of the Websites as a Site
Visitor are as follows:

* Where use of your information is necessary to perform our obligations under a
contract with you (for example, to comply with the User Terms of Service
which you accept by browsing the Websites)
* Where use of your information is necessary for our legitimate interests or
the legitimate interests of others (for example, to provide security for our
Websites; operate our Websites; prevent fraud, analyze use of and improve our
Websites, and for similar purposes)
* Where use of your information is necessary to comply with a legal obligation
* Where we have your consent to process data in a certain way

D. Aggregate/De-Identified Data

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

E. Combined Information

You agree that, for the purposes discussed in this Policy, we may combine the
information that we collect through the Websites with information that we
receive from other sources, both online and offline, and use such combined
information in accordance with this Policy. If, however, the collection of any
information about you is governed by a Customer Agreement, information will only
be combined and used in accordance with such Customer Agreement and the sections
of this Policy applicable to Subscribers.

F. Website Analytics and Advertising

1. Website Analytics We may use third-party web analytics services on our
Websites to collect and analyze usage information through cookies and
similar tools; engage in auditing, research, or reporting; and provide
certain features to you. To prevent Google Analytics from using your
information for analytics, you may install the Google Analytics Opt-out
Browser Add-on by clicking here.

2. Online Advertising The Websites may integrate third-party advertising
technologies that allow for the delivery of relevant content and advertising
on the Websites, as well as on other websites you visit. The ads may be
based on various factors such as the content of the page you are visiting,
information you enter such as your age and gender, your searches,
demographic data, and other information we collect from you. These ads may
be based on your current activity or your activity over time and across
other websites and online services and may be tailored to your interests.

Third parties, whose products or services are accessible or advertised via
the Websites, may also place cookies or other tracking technologies on your
computer, mobile phone, or other device to collect information about you as
discussed above. We also allow other third parties (e.g., ad networks and ad
servers such as Google Analytics, DoubleClick and others) to serve tailored
ads to you on our Websites and other websites and to access their own
cookies or other tracking technologies on your computer, mobile phone, or
other device you use to access the Websites. We sometimes provide Site
Visitor information (such as email addresses) to service providers, who may
“match” this information in de-identified form to cookies (or mobile ad
identifiers) and other proprietary IDs, in order to provide you with more
relevant ads when you visit other websites.

We neither have access to, nor does this Policy govern, the use of cookies
or other tracking technologies that may be placed on your device you use to
access the Websites by such non-affiliated third parties. If you are
interested in more information about tailored browser advertising and how
you can generally control cookies from being put on your computer to deliver
tailored advertising, you may visit the Network Advertising Initiative’s
Consumer Opt-Out link, the Digital Advertising Alliance’s Consumer Opt-Out
link, or Your Online Choices to opt-out of receiving tailored advertising
from companies that participate in those programs. To opt out of Google
Analytics for display advertising or customize Google display network ads,
visit the Google Ads Settings page. We do not control these opt-out links or
whether any particular company chooses to participate in these opt-out
programs. We are not responsible for any choices you make using these
mechanisms or the continued availability or accuracy of these mechanisms.

Please note that if you exercise the opt-out choices above, you will still
see advertising when you use the Websites, but it will not be tailored to
you based on your online behavior over time.

3. Notice Concerning Do Not Track Do Not Track (“DNT”) is a privacy preference
that users can set in certain web browsers. We are committed to providing
you with meaningful choices about the information collected on our Websites
for third party purposes, and that is why we provide the variety of opt-out
mechanisms listed above. However, we do not currently recognize or respond
to browser-initiated DNT signals. To learn more about Do Not Track, you can
do so here.

G. Sharing of Site Visitor Information

We share the information we collect through the Websites with the following:

* Affiliates and Subsidiaries. We may share the information we collect within
the Asana family of companies.
* Service Providers. We may provide access to or share your information with
select third parties that use the information only to perform services on our
behalf. These third parties provide a variety of services to us, including
without limitation sales, marketing, provision of content and features,
advertising, analytics, research, data storage, security, fraud prevention,
and other services.
* Business Transfers. If the ownership of all or substantially all of our
business changes, we may transfer your information to the new owner so that
the Websites can continue to operate. In such case, your information would
remain subject to the promises and commitments contained in this Policy until
such time as this Policy is updated or amended by the acquiring party upon
notice to you. If such transfer is subject to additional mandatory
restrictions under applicable laws, Asana will comply with such restrictions.
* Public Forums. The Websites makes it possible for you to upload and share
comments or feedback publicly with other users, such as on the Asana
community forum. Any information that you submit through such public features
is not confidential, and Asana may use it for any purpose (including in
testimonials or other Asana marketing materials). Any information you post
openly in these ways will be available to the public at large and potentially
accessible through third-party search engines. Such information can be read,
collected and/or used by other users, and it could be used to send you
unsolicited messages. Accordingly, please take care when using these features
of the Websites.
* Consent. We may also disclose your information to third parties with your
consent to do so.

H. Retention of Your Information

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

I. Data Subject Rights

J. Third Party Links And Services

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

V. ADDITIONAL PRIVACY TERMS FOR ALL USERS

The following additional information about Asana’s privacy practices apply to
all users of Asana (Subscribers, Free Users, and Site Visitors).

A. International Users

Asana complies with the EU-US Privacy Shield Framework and the Swiss-US Privacy
Shield Framework as set forth by the U.S. Department of Commerce regarding the
collection, use, and retention of personal data from the European Union and
Switzerland to the United States, respectively. Asana has certified to the
Department of Commerce that it adheres to the Privacy Shield Principles of
Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and
Purpose Limitation, Access and Recourse, Enforcement and Liability. If there is
any conflict between the policies in this Policy and the Privacy Shield
Principles, the Privacy Shield Principles shall govern. To learn more about the
Privacy Shield program, and to view our certification page, please visit
https://www.privacyshield.gov/. In compliance with the EU-US Privacy Shield and
Swiss-US Privacy Shield Principles, Asana commits to resolve complaints about
your privacy and our collection or use of your personal data. European Union or
Swiss citizens with inquiries or complaints regarding this privacy policy should
first contact Asana at: privacy@asana.com. Asana has further committed to refer
unresolved privacy complaints under the EU-US and Swiss-US Privacy Shield
Principles to an independent dispute resolution mechanism, the BBB EU Privacy
Shield, operated by the Council of Better Business Bureaus. If you do not
receive timely acknowledgment of your complaint, or if your complaint is not
satisfactorily addressed by Asana, please visit the BBB EU Privacy Shield web
site at https://www.bbb.org/EU-privacy-shield/for-eu-consumers/ for more
information and to file a complaint. Please note that if your complaint is not
resolved through these channels, under limited circumstances, a binding
arbitration option may be available before a Privacy Shield Panel. Asana is
subject to the investigatory and enforcement powers of the Federal Trade
Commission (FTC) with respect to its compliance with the provisions of the EU-US
and Swiss-US Privacy Shield.

We may transfer information that we collect about you to third party processors
across borders and from your country or jurisdiction to other countries or
jurisdictions around the world. If you are located in the European Union or
other regions with laws governing data collection and use that may differ from
U.S. law, please note that you are transferring information to a country and
jurisdiction that does not have the same data protection laws as your
jurisdiction. Asana will take reasonable and appropriate steps necessary to
ensure that any third party who is acting as a “data processor” under EU and
Swiss terminology is processing the personal data we entrust to them in a manner
that is consistent with the EU-US and Swiss-US Privacy Shield Principles. Asana
is potentially liable in cases of onward transfer to third parties of data of EU
and Swiss individuals received pursuant to the EU-US and Swiss-US Privacy
Shield, respectively.

B. Changes To Our Privacy Policy

We reserve the right to amend this Policy at any time to reflect changes in the
law, our data collection and use practices, the features of our Service or
Websites, or advances in technology. We will make the revised Policy accessible
through the Service and Websites, so you should review the Policy periodically.
If we make a material change to the Policy, we will comply with applicable legal
requirements regarding providing you with notice and/or consent.

C. How We Protect Your Information

Asana takes technical and organizational measures to protect your information
against accidental or unlawful destruction or accidental loss, alteration,
unauthorized disclosure or access. However, no method of transmission over the
Internet, and no means of electronic or physical storage, is absolutely secure,
and thus we cannot ensure or warrant the security of that information.

D. Marketing Practices and Choices

If you receive email from us, we may use certain analytics tools, such as clear
GIFs, to capture data such as when you open our message or click on any links or
banners our email contains. This data allows us to gauge the effectiveness of
our communications and marketing campaigns. You may instruct us not to use your
contact information to contact you by email, postal mail, or phone regarding
products, services, promotions and special events that might appeal to your
interests by contacting us at the “Asana Contact Info” section below. In
commercial email messages, you can also opt out by following the instructions
located at the bottom of such emails. Please note that, regardless of your
request, we may still use and share certain information as permitted by this
Policy or as required by applicable law. For example, you may not opt out of
certain operational or service-related emails, such as those reflecting our
relationship or transactions with you.

VI. PRIVACY INFORMATION FOR CALIFORNIA RESIDENTS

If you are a California resident, California law requires us to provide you with
some additional information regarding how we collect, use, and share your
“personal information” (as defined in the California Consumer Privacy Act
(“CCPA”)).

A. Categories of personal information we collect

Throughout this Policy, we discuss in detail the specific pieces of personal
information we collect from and about our users. Under the CCPA, we are also
required to provide you with the “categories” of personal information we
collect. The categories we collect are:

* identifiers (such as name, address, email address);
* commercial information (such as transaction data);
* financial data (such as credit card information collected by our payment
processors on our behalf);
* internet or other network or device activity (such as browsing history or
Service usage);
* general geolocation information (e.g., your approximate location based on IP
address);
* professional or employment related data (e.g., your business contact
information);
* biometric information (e.g., if you participate in a sales call and do not
opt out of call recording);
* inference data about you (e.g., the additional Service features we think
would be of most interest to you);
* legally protected classifications (such as gender);
* physical characteristics or description (e.g., if you voluntarily submit a
photo when creating your profile on the Service); and
* other information that identifies or can be reasonably associated with you.

B. How we use and share these categories of personal information

We use and share the categories of personal information we collect from and
about you consistent with the various business purposes we discuss throughout
this Policy, and depending on which type of Asana user you are (i.e.,
Subscriber, Free User, or Site Visitor). See the relevant section(s) above for
more information.

Please note that the CCPA sets forth certain obligations for businesses that
“sell” personal information to third parties. We do not engage in such activity
and have not engaged in such activity in the past twelve months from the
effective date of this Policy.

C. Your California Privacy Rights

CCPA Rights Disclosure. If you are a California resident, the CCPA allows you to
make certain requests about your personal information. Specifically, the CCPA
allows you to request us to:

* Inform you about the categories of personal information we collect or
disclose about you; the categories of sources of such information; the
business or commercial purpose for collecting your personal information; and
the categories of third parties with whom we share/disclose personal
information. Such information is also set forth in this Policy.
* Provide access to and/or a copy of certain personal information we hold about
you.
* Delete certain personal information we have about you.
* Provide you with information about the financial incentives that we offer to
you, if any.

The CCPA further provides you with the right to not be discriminated against (as
provided for in applicable law) for exercising your rights. Please note that
certain information may be exempt from such requests under California law. For
example, we need certain information in order to provide the Service to you. We
also will take reasonable steps to verify your identity before responding to a
request, which may include, at a minimum, verifying your name and email address.
You are also permitted to designate an authorized agent to submit certain
requests on your behalf. We may also follow up with you to verify your identity
before processing the authorized agent’s request.

* If you are a Free User or a Site Visitor, and you would like to exercise any
of your rights under California law with respect to your personal
information, please submit your request by completing Asana’s CCPA Consumer
Rights Form or by contacting us at privacy@asana.com.
* If you are a Subscriber, please contact your Workspace owner(s) or
administrator(s) for more information about exercising these rights.

Shine the Light Disclosure. The California “Shine the Light” law gives residents
of California the right under certain circumstances to request information from
us regarding the manner in which we share certain categories of personal
information (as defined in the Shine the Light law) with third parties for their
direct marketing purposes. We do not share your personal information with third
parties for their own direct marketing purposes.

VII. PRIVACY INFORMATION FOR NEVADA RESIDENTS

Under Nevada law, certain Nevada consumers may opt out of the sale of
“personally identifiable information” for monetary consideration (as such terms
are defined under Nevada law) to a person for that person to license or sell
such information to additional persons. We do not engage in such activity;
however, if you are a Nevada resident and also an Asana Subscriber, you may
submit a request to opt out of any potential future sales under Nevada law by
completing Asana’s Nevada Opt-out Form. Please note we may take reasonable steps
to verify your identity and the authenticity of the request. Once verified, we
will maintain your request in the event our practices change.

VIII. ASANA CONTACT INFO

Asana is located at 633 Folsom Street Suite 100, San Francisco, CA 94107-3600.
If you wish to contact us or have any questions about or complaints in relation
to this Policy, please contact us at privacy@asana.com.

SUBSCRIBER AGREEMENT

Last Updated: July 31, 2019

This Subscriber Agreement (the “Agreement”) is entered into by and between
Asana, Inc. (“Asana”) and the organization agreeing to the terms of this
Agreement (“Customer”). This Agreement shall be effective on the earliest of (a)
the date Customer clicks a button indicating its agreement with the terms of
this Agreement; (b) Customer entering into an Order Form or similar form
referencing or otherwise incorporating this Agreement; or (c) Customer’s use of
the Service (the “Effective Date”). If you are entering into this Agreement on
behalf of your organization, that organization is deemed to be the Customer and
you represent that you have the power and authority bind that organization to
this Agreement.

1 THE SERVICE.

1.1 Provision of the Service. Asana shall make the Service purchased under an
Order Form available to Customer and its End Users pursuant to this Agreement
during the applicable Subscription Term. The Service includes the features and
functionality applicable to the version of the Service ordered by Customer.
Asana may update the content, functionality, and user interface of the Service
from time to time in its sole discretion.

1.2 Access Rights. Customer has a non-exclusive, non-sublicenseable,
non-transferable (except as specifically permitted in this Agreement) right to
access and use the Service pursuant to this Agreement during the applicable
Subscription Term, solely for Customer’s internal business purposes subject to
the limitations set forth in the Order Form.

1.3 Usage Restrictions. Customer shall not (a) make the Service available to, or
use any Service for the benefit of, anyone other than Customer and its
Affiliates; (b) rent, sublicense, re-sell, assign, transfer, distribute, time
share, or similarly exploit the Service; (c) reverse engineer, copy, modify,
adapt, hack the Service, or otherwise attempt to gain unauthorized access to the
Service or its related systems or networks; (d) access the Service, the
Documentation, or Asana’s Confidential Information to build a competitive
product or service; (e) alter or remove, or permit any third party to alter or
remove, any proprietary trademark or copyright markings incorporated in, marked
on, or affixed to the Service; (f) allow End User Subscriptions to be shared or
used by more than one individual End User (except that End User Subscriptions
may be reassigned to new End Users replacing individuals who no longer use the
Service for any purpose, whether by termination of employment or other change in
job status or function); or (g) access or use the Service: (i) to send or store
infringing, obscene, threatening, or otherwise unlawful material, including
material violative of third-party privacy rights; (ii) in violation of
applicable laws; (iii) to send or store material knowingly or intentionally
containing software viruses, worms, Trojan horses or other harmful computer
code, files, or scripts; or (iv) in a manner that interferes with or disrupts
the integrity or performance of the Service (or the data contained therein).

1.4 Protection of Customer Data. Asana shall implement and maintain
administrative, organizational, and technical safeguards designed for the
protection, confidentiality, and integrity of Customer Data. If Customer Data
includes personal data defined by EU Regulation 2016/679 (the General Data
Protection Regulation or “GDPR”) and/or if such Customer Data is transferred
outside the European Economic Area or Switzerland to any country not deemed by
the European Commission as providing an adequate level of protection for
personal data, the terms of the Asana Data Processing Addendum shall apply to
such personal data and be incorporated into this Agreement upon the execution
and submission of the Data Processing Addendum by Customer to Asana in
accordance with its terms. Asana’s Data Processing Addendum may be accessed at
https://asana.com/terms#data-processing.

1.5 Administration of Customer’s Account. Customer acknowledges that it retains
administrative control over to whom it grants access to Customer Data hosted in
the Service. Customer may specify an End User to be the billing owner and,
depending on the Subscription, one or more End Users to be administrators (each
an “Administrator”) to manage its account, and Asana is entitled to rely on
communications from an Administrator when servicing Customer’s account.
Depending on the version purchased by Customer, Customer’s Administrator(s) may
have the ability to access, monitor, use, and/or export Customer Data. Customer
is responsible for maintaining the security of End User accounts and passwords.

1.6 Compliance. Customer is responsible for use of the Service by its End Users
and for their compliance with this Agreement. Customer is solely responsible for
the accuracy, quality, legality, reliability, and appropriateness of all
Customer Data. Customer shall ensure that it is entitled to transfer the
relevant Customer Data to Asana so that Asana and its service providers may
lawfully use, process, and transfer the Customer Data in accordance with this
Agreement on Customer’s behalf. Customer shall promptly notify Asana if it
becomes aware of any unauthorized use of or access to Customer’s account or the
Service.

1.7 Suspension. Asana may request that Customer suspend the account of any End
User who (a) violates this Agreement or Asana’s User Terms of Service; or (b) is
using the Service in a manner that Asana reasonably believes may cause a
security risk, a disruption to others’ use of the Service, or liability for
Asana. If Customer fails to promptly suspend or terminate such End User’s
account, Asana reserves the right to do so.

1.8 Customer’s Use of Third Party Services. Customer may install or enable third
party services for use with the Service, such as online applications, offline
software products, or services that utilize the Asana API in connection with
Customer’s use of the Service (“Third Party Services”). Any acquisition and use
by Customer or its End Users of such Third Party Services is solely the
responsibility of Customer and the applicable third party provider. Customer
acknowledges that providers of such Third Party Services may have access to
Customer Data in connection with the interoperation and support of such Third
Party Services with the Service. To the extent Customer authorizes the access or
transmission of Customer Data through a Third Party Service, Asana shall not be
responsible for any use, disclosure, modification, or deletion of such Customer
Data or for any act or omission on the part of the third party provider or its
service.

1.9 Trial Subscriptions. Customer may access a version of the Service on a trial
basis (a “Trial”) subject to the terms of this Agreement; provided, however, the
following additional terms shall apply to its Trial notwithstanding anything to
the contrary herein: (a) Asana shall have the right to terminate a Trial at any
time and for any reason; (b) Asana is providing the Service “as is” and makes no
warranties (express or implied) of any kind with respect to the Service during
the Trial; and (c) Asana shall have no obligation to indemnify Customer.
CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A
SUBSCRIPTION AT THE END OF THE TRIAL AND THAT ASANA MAY CHARGE CUSTOMER FOR THE
APPLICABLE SUBSCRIPTION FEES UNLESS CUSTOMER HAS NOTIFIED ASANA IN WRITING OF
ITS DECISION TO OPT OUT DURING THE TRIAL.

2 WARRANTIES.

2.1 By Asana. Asana warrants that during the applicable Subscription Term (a)
the Service shall perform materially in accordance with the applicable
Documentation; and (b) Asana shall not materially decrease the functionality of
the Service.

2.2 By Customer. Customer warrants that (a) this Agreement is legally binding
upon it and enforceable in accordance with its terms; (b) it has obtained all
legally required consents and permissions from End Users for the submission and
processing of personal data through the Service; and (c) the transfer and
processing of Customer Data under the Agreement is lawful.

2.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE PROFESSIONAL SERVICES, SERVICE, AND ALL RELATED
COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT ANY WARRANTIES OF ANY KIND, AND ASANA AND ITS AFFILIATES EXPRESSLY
DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ASANA DOES
NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE. ASANA IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO
DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION, OR OTHER DAMAGE RESULTING
FROM MATTERS OUTSIDE OF ITS CONTROL, INCLUDING PROBLEMS INHERENT IN THE USE OF
THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, TRANSMISSION OF ELECTRONIC
COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS, AND THIRD PARTY HOSTING
SERVICE PROVIDERS.

3 FEES AND PAYMENT.

3.1 Subscription Fees. Customer’s Subscription fees are set forth in the
applicable Order Form and are based on the number of End Users and version of
the Service purchased. Customer shall pay all fees when due and is responsible
for providing complete and accurate billing information to Asana. If such fees
are being paid via credit card or other electronic means, Customer authorizes
Asana to charge such fees using Customer’s selected payment method. Payment
obligations are non-cancelable and fees paid are non-refundable unless otherwise
provided herein. The number of End Users purchased under a Subscription cannot
be decreased during the applicable Subscription Term. If Customer requires the
use of a purchase order or purchase order number, Customer shall provide the
purchase order number at the time of purchase. Where Customer designates use of
a third-party payment processor network (such as a payment agent, for example),
Customer shall be responsible for payment of all fees and charges associated
with use of such network. Asana reserves the right to suspend Customer’s
account, in addition to all of its other available rights and remedies, in the
event that Customer’s account becomes overdue. Suspension shall not relieve
Customer’s obligation to pay amounts due.

3.2 Auto-renewal. Customer agrees that its Subscription will automatically renew
on an annual or monthly basis depending on Customer’s Subscription (the “Renewal
Date”). Customer authorizes Asana to automatically charge Customer for the
applicable fees on or after the Renewal Date unless the Subscription has been
terminated or cancelled in accordance with this Agreement. If Customer wishes to
reduce the number of End Users in its Subscription, it must do so prior to the
Renewal Date. Customer must cancel its Subscription prior to the Renewal Date in
order to avoid billing of the next period’s Subscription fees. Customer can
cancel its Subscription anytime online by going into its account settings and
following the instructions provided. If Customer chooses to cancel its
Subscription during the Subscription Term, Customer may use the Service until
the end of Customer’s then-current Subscription Term or renewal period, but will
not be issued a refund for the most recently (or any previously) charged fees.

3.3 Calculation. Subscription fees are based on annual or monthly periods (or
pro rata portions thereof, calculated on a daily basis) that begin on the
Subscription start date and each annual or monthly anniversary thereof.
Subscriptions to the Service are sold on a tiered basis based on the number of
End Users. Customer shall purchase a Subscription to the Service for each End
User, and the initial number of End Users and tier is reflected in the
applicable Order Form. Customer may add End Users to its Subscription at any
time on written notice to Asana (email notice acceptable). Asana reserves the
right to calculate the total number of End Users periodically and, if the number
of End Users exceeds Customer’s current Subscription, then Asana reserves the
right to invoice Customer for the applicable tier on a pro rata basis for the
remaining period in Customer’s Subscription Term, so that all End User
Subscription Terms coincide and are co-terminus. Asana reserves the right to
revise fee rates and/or the billable amount structure for the Service at any
time and will provide Customer with notice pursuant to Section 11.4 below) of
any such changes at least twenty (20) days prior. Asana may charge Customer the
then-current pricing for the applicable Subscription if the number of End Users
is modified and/or if Customer changes its Subscription plan.

3.4 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those
taxes based on Asana’s net income, Customer shall be responsible for all
applicable taxes in connection with this Agreement including, but not limited
to, sales, use, excise, value-added, goods and services, consumption, and other
similar taxes or duties. Should any payment for the Service be subject to
withholding tax by any government, Customer shall reimburse Asana for such
withholding tax.

3.5 Future Features and Functionality. Customer agrees that any purchases under
this Agreement are not contingent on the delivery of any future feature or
functionality or dependent on any oral or written public or private comments
made by Asana regarding future features or functionality. Asana may release
Improvements and other features and functionality in its discretion. Some
features and functionality may be available only with certain versions of the
Service.

4 Term and Termination. This Agreement commences on the Effective Date and shall
remain in effect until all Subscriptions to the Service granted in accordance
with this Agreement have expired or been terminated. Either party may terminate
this Agreement if the other party: (a) is in material breach of this Agreement
and fails to cure such breach within twenty (20) days following receipt of
written notice from the non-breaching party, except that termination will take
effect on notice in the event of a breach of Section 1.3 (“Usage Restrictions”);
or (b) ceases its business operations or becomes subject to insolvency
proceedings and the proceedings are not dismissed within sixty (60) days. Upon
expiration or termination of this Agreement for any reason, all Subscriptions
and any other rights granted to Customer under this Agreement shall immediately
terminate, and Asana may immediately deactivate Customer’s account(s) associated
with the Agreement. In no event will any termination relieve Customer of the
obligation to pay any fees accrued or payable to Asana. The following sections
shall survive expiration or termination of this Agreement: Sections 1.3 (“Usage
Restrictions”), 2 (“Warranties”), 3.1 (“Subscription Fees”), 3.4 (“Taxes”), 4
(“Term and Termination”), 5 (“Confidentiality”), 6 (“Intellectual Property
Rights”), 7 (“Indemnification”), 8 (“Liability”), 9 (“Export Compliance”), 10
(“Use Outside the United States of America”), 11 (“Miscellaneous”), and 12
(“Definitions”).

5 CONFIDENTIALITY.

5.1 Definition of Confidential Information. During the course of performance
under this Agreement, each party may make available to the other party
information that is not generally known to the public and at the time of
disclosure is either identified as, or should reasonably be understood by the
receiving party to be, proprietary or confidential (the “Confidential
Information”). Confidential Information specifically includes, but is not
limited to, the Service, any Order Form(s) entered into by the parties, Customer
Data, Results, business plans, product plans and roadmaps, strategies,
forecasts, projects and analyses, financial information and fee structures,
business processes, methods and models, and technical documentation.
Confidential Information does not include information that (a) is or becomes
publicly available without breach of this Agreement by the receiving party; (b)
was known to the receiving party prior to its disclosure by the disclosing
party; (c) is or was independently developed by the receiving party without the
use of any Confidential Information of the disclosing party; or (d) is or was
lawfully received by the receiving party from a third party under no obligation
of confidentiality.

5.2 Protection of Confidential Information. Except as otherwise expressly
permitted under this Agreement, with the express prior written consent of the
disclosing party, or as required by law, the receiving party will not disclose,
transmit, or otherwise disseminate to a third party any Confidential Information
of the disclosing party. The receiving party will use the same care and
discretion with respect to the Confidential Information received from the
disclosing party as it uses with its own similar information, but in no event
less than a reasonable degree of care. The receiving party may disclose the
disclosing party’s Confidential Information to its employees, Affiliates,
consultants, subcontractors, agents, or advisors (“Representatives”) who have a
strict need to access the Confidential Information for the purpose of performing
under this Agreement and only to those who are obligated to maintain the
confidentiality of such Confidential Information upon terms at least as
protective as those contained in this Agreement. Either party may disclose the
terms of this Agreement to potential parties to a bona fide fundraising,
acquisition, or similar transaction solely for purposes of the proposed
transaction, provided that any such potential party is subject to written
non-disclosure obligations and limitations on use no less protective than those
set forth herein.

5.3 Equitable Relief. The receiving party acknowledges that the remedy at law
for breach of this Section 5 may be inadequate and that, in addition to any
other remedy the disclosing party may have, it shall be entitled to seek
equitable relief, including, without limitation, an injunction or injunctions
(without the requirement of posting a bond, other security or any similar
requirement or proving any actual damages), to prevent breaches or threatened
breaches of this Section 5 by the receiving party or any of its Representatives
and to enforce the terms and provisions of this Section 5 in addition to any
other remedy to which the disclosing party is entitled at law or in equity.

5.4 Compelled Disclosure. The receiving party may access and disclose
Confidential Information of the disclosing party if legally required to do so in
connection with any legal or regulatory proceeding; provided, however, that in
such event the receiving party will, if lawfully permitted to do so, notify the
disclosing party within a reasonable time prior to such access or disclosure so
as to allow the disclosing party an opportunity to seek appropriate protective
measures. If the receiving party is compelled by law to access or disclose the
disclosing party’s Confidential Information as part of a civil proceeding to
which the disclosing party is a party, the disclosing party will reimburse the
receiving party for the reasonable costs of compiling and providing secure
access to such Confidential Information. Receiving party will furnish only that
portion of the Confidential Information that is legally required to be
disclosed, and any Confidential Information so disclosed shall maintain its
confidentiality protection for all purposes other than such legally compelled
disclosure.

5.5 Sensitive/Personal Information. Customer agrees that it shall not use the
Service to send or store personal information subject to special regulatory or
contractual handling requirements (e.g., Payment Card Industry Data Security
Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and
Accountability Act, and any similar data protection laws) including without
limitation: credit card information, credit card numbers and magnetic stripe
information, social security numbers, driver’s license numbers, passport
numbers, government issued identification numbers, health-related information,
biometric data, financial account information, personally identifiable
information collected from children under the age of 13 or from online services
directed toward children, and real time geo-location data which can identify an
individual, or information deemed “sensitive” under applicable law (such as
racial or ethnic origin, political opinions, or religious or philosophical
beliefs).

6 INTELLECTUAL PROPERTY RIGHTS.

6.1 By Customer. Customer owns all right, title, and interest in and to Customer
Confidential Information and Customer Data, including all related Intellectual
Property Rights. Customer grants Asana and its authorized third party service
providers a worldwide, non-exclusive license to host, copy, access, process,
transmit, and display Customer Data: (a) to maintain, provide, and improve the
Service and perform under this Agreement; (b) to prevent or address technical or
security issues and resolve support requests; (c) to investigate in good faith
an allegation that an End User is in violation of this Agreement or the Asana
User Terms of Service; or (d) at Customer's direction or request or as permitted
in writing by Customer.

6.2 By Asana. Asana owns and will continue to own all right, title, and
interest, including all related Intellectual Property Rights, in and to its
Confidential Information, Results, and the Service, including any enhancements,
customizations, or modifications thereto. Where Customer purchases Professional
Services hereunder, Asana grants to Customer a non-sublicensable, non-exclusive
license to use any reports and other materials developed by Asana as a result of
the Professional Services (“Results”) solely in conjunction with Customer’s
authorized use of the Service and in accordance with this Agreement.

6.3 Suggestions. Asana welcomes feedback from its customers about the Service
and Professional Services. If Customer (including any End User) provides Asana
with any feedback or suggestions regarding the Service or Professional Services
(“Feedback”), Asana may use, disclose, reproduce, sublicense, or otherwise
distribute and exploit the Feedback without restriction or any obligation to
Customer or any End User provided that Asana shall not identify Customer or any
End User as the source of such Feedback.

7 INDEMNIFICATION.

7.1 By Customer. Customer shall defend Asana, its Affiliates, and their
employees, officers, and directors (together, the “Asana Indemnified Parties”)
from and against third party claims, actions, and demands arising from
allegations that Customer Data, unauthorized use of the Service by Customer or
its End Users, or Asana’s processing of data pursuant to Customer’s instructions
infringes a third party’s Intellectual Property Right or privacy right (each, a
“Claim Against Asana”), and Customer shall indemnify and hold the Asana
Indemnified Parties harmless against any damages, reasonable attorneys’ fees,
and costs finally awarded against Asana Indemnified Parties as a result of, or
for any amounts paid by the Asana Indemnified Parties under a Customer-approved
settlement of, a Claim Against Asana.

7.2 By Asana. Asana shall defend Customer, its Affiliates, and their employees,
officers, and directors (together the “Customer Indemnified Parties”) from and
against third party claims, actions, and demands alleging that Customer’s
authorized use of the Service infringes or misappropriates any copyright, trade
secret, U.S. patent, or trademark right of that third party (each, a “Claim
Against Customer”), and Asana shall indemnify and hold the Customer Indemnified
Parties harmless against any damages, reasonable attorneys’ fees, and costs
finally awarded against Customer Indemnified Parties as a result of, or for any
amounts paid by the Customer Indemnified Parties under an Asana-approved
settlement of, a Claim Against Customer; provided, however, in no event will
Asana have any obligations or liability under this Section 7.2 to the extent a
Claim Against Customer arises from: (a) Customer or any End User’s use of the
Service other than as permitted under this Agreement; or (b) use of the Service
in a modified form or in combination with products, services, content, or data
not furnished to Customer by Asana.

7.3 Potential Infringement. If the Service becomes, or in Asana’s reasonable
judgment is likely to become, the subject of a claim of infringement, then Asana
may in its sole discretion: (a) obtain the right, at Asana’s expense, for
Customer to continue using the Service; (b) provide a non-infringing
functionally equivalent replacement; or (c) modify the Service so that it is no
longer infringing. If Asana, in its sole and reasonable judgment, determines
that none of the above options are commercially reasonable, then Asana may
suspend or terminate Customer’s use of the Service, in which case Asana’s sole
liability (in addition to its obligations under Section 7.2) shall be to provide
Customer with a prorated refund of any prepaid, unused fees applicable to the
remaining portion of the Subscription Term. Sections 7.2 and 7.3 state Asana’s
sole liability and the Customer Indemnified Parties’ exclusive remedy for
infringement claims.

7.4 Indemnification Process. The party seeking indemnification shall provide
prompt notice to the indemnifying party concerning the existence of an
indemnifiable claim and shall promptly provide the indemnifying party with all
information and assistance reasonably requested and otherwise cooperate fully
with the indemnifying party in defending the claim. Failure to give prompt
notice shall not constitute a waiver of a party’s right to indemnification and
shall affect the indemnifying party’s obligations under this Agreement only to
the extent that the indemnifying party’s rights are materially prejudiced by
such failure or delay. The indemnifying party shall have full control and
authority over the defense of any claim; provided, however, that any settlement
requiring the party seeking indemnification to admit liability or make any
financial payment shall require such party’s prior written consent, not to be
unreasonably withheld or delayed.

8 LIABILITY.

8.1 Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS
UNDER SECTION 7 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS
AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
(WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY)
EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS
IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER
PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST
PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN
CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS
OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW.

8.3 The provisions of this Section 8 allocate the risks under this Agreement
between the parties, and the parties have relied on these limitations in
determining whether to enter into this Agreement.

9 Export Compliance. The Service may be subject to export laws and regulations
of the United States and other jurisdictions. Customer represents that neither
it nor any of its End Users are named on any U.S. government denied-party list.
Customer shall not permit any End User to access or use any Service in a
U.S.-embargoed country or region or in violation of any U.S. export law or
regulation. Customer and its End Users shall not use the Service to export,
re-export, transfer, or make available, whether directly or indirectly, any
regulated item or information to anyone outside the U.S. in connection with this
Agreement without first complying with all export control laws and regulations
that may be imposed by the U.S. Government and any country or organization of
nations within whose jurisdiction Customer operates or does business.

10 Use Outside the United States of America. The Service is controlled and
operated by Asana from its offices in the United States of America. Except as
explicitly set forth herein, Asana makes no representations that the Services
are appropriate for use in other jurisdictions. Those who access or use the
Service from other jurisdictions do so at their own risk and are responsible for
compliance with local laws. Asana may offer services in other jurisdictions that
are subject to different terms and conditions. In such instances, the terms and
conditions governing those non-U.S. services shall take precedence over any
conflicting provisions in this Agreement.

11 MISCELLANEOUS.

11.1 Governing Law; Venue. This Agreement and any disputes arising under it will
be governed by the laws of the State of California without regard to its
conflict of laws provisions, and each party consents to the personal
jurisdiction and venue of the state or federal courts located in San Francisco,
California. The application of the United Nations Convention on Contracts for
the International Sale of Goods is expressly excluded.

11.2 Informal Dispute Resolution and Arbitration. The parties agree that most
disputes can be resolved without resort to litigation. The parties agree to use
their best efforts to settle any dispute directly through consultation with each
other before initiating a lawsuit or arbitration. If, after good faith
negotiations the parties are unable to resolve the dispute, the parties agree
that any and all disputes arising out of or in any way relating to this
Agreement, including without limitation its existence, validity or termination,
shall be resolved according to California law and exclusively by binding
arbitration before a single arbitrator with the Judicial Arbitration and
Mediation Service (JAMS) and pursuant to the then existing arbitration rules at
JAMS. If the parties cannot agree upon selection of an arbitrator, then JAMS
shall appoint an arbitrator experienced in the enterprise software industry. The
place of the arbitration will be San Francisco, California unless otherwise
agreed upon by the parties. The arbitration will be conducted in English. The
arbitrator shall provide detailed written findings of fact and conclusions of
law in support of any award. Judgment upon any such award may be enforced in any
court of competent jurisdiction. The parties further agree that the arbitration
shall be conducted in their individual capacities only and not as a class action
or other representative action, and the parties expressly waive their right to
file a class action or seek relief on a class basis. If any court or arbitrator
determines that the class action waiver set forth herein is void or
unenforceable for any reason or that an arbitration can proceed on a class
basis, then the portions of Section 11.3 mandating arbitration shall be deemed
null and void in its entirety and the parties shall be deemed to have not agreed
to arbitrate disputes. Customer may opt out and not be bound by the arbitration
and class action waiver provisions by sending written notice to Asana. The
notice must be sent within thirty (30) days of the Effective Date of this
Agreement between Customer and Asana. If Customer opts out of arbitration, Asana
also will not be bound to arbitrate. Notwithstanding the foregoing, either party
shall be entitled to seek injunctive relief as set forth in Section 5.3
(“Equitable Relief”) above and to stop unauthorized use of the Service or
infringement of Intellectual Property Rights. Disputes, claims, or controversies
concerning either party’s Intellectual Property Rights or claims of piracy or
unauthorized use of the Service shall not be subject to arbitration. The parties
further agree that the prevailing party in any action or proceeding to enforce
any right or provisions under this Agreement, including any arbitration or court
proceedings, will be entitled to recover its reasonable costs and attorneys’
fees.

11.3 Notice. Asana may give general notices related to the Service that are
applicable to all customers by email, text, in-app notifications, or by posting
them on the Asana website or through the Service and such electronic notices
shall be deemed to satisfy any legal requirement that such notices be made in
writing. Other notices must be sent via email, first class, airmail, or
overnight courier to the addresses of the parties provided herein or via an
Order Form and are deemed given when received. Notices to Asana must be sent to
Asana Legal at legal@asana.com with a copy to Asana, Inc., 633 Folsom Street
Suite 100, San Francisco, CA 94107-3600, Attn: Legal Dept.

11.4 Publicity. Asana may include Customer’s name and logo in Asana’s online
customer list and in print and electronic marketing materials.

11.5 Beta Access. Customer may be invited to participate in review and testing
of pre-release versions of new and beneficial tools and Service enhancements
which may be identified to Customer as “alpha,” “beta,” “preview,”
“pre-release,” “early access,” or “evaluation” product or services
(collectively, the “Beta Tests” and such pre-release functionality, the “Beta
Product”). Customer acknowledges and understands that its participation in Beta
Tests is not required and is at Customer’s own risk, and that Beta Products are
made available on an “as is” basis without warranties (express or implied) of
any kind, and may be discontinued or modified at any time. Beta Products are for
evaluation and testing purposes, not for production use, not supported, not
subject to availability or security obligations, and may be subject to
additional terms. Asana shall have no liability for any harm or damage arising
out of or in connection with Beta Products. The Beta Products, including without
limitation Customer’s assessment of any Beta Product, are Confidential
Information of Asana.

11.6 Relationship of the Parties. The parties are and shall be independent
contractors with respect to all services provided under this Agreement. This
Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the parties. There are no
third-party beneficiaries to this Agreement. Without limiting this Section, a
Customer's End Users are not third-party beneficiaries to Customer's rights
under this Agreement.

11.7 Force Majeure. Asana shall not be liable for delayed or inadequate
performance of its obligations hereunder to the extent caused by a condition
that is beyond Asana’s reasonable control, including but not limited to natural
disaster, civil disturbance, acts of terrorism or war, labor conditions,
governmental actions, interruption or failure of the Internet or any utility
service, failures in third-party hosting services, and denial of service attacks
(each a “Force Majeure Event”). Asana shall be relieved from its obligations (or
part thereof) as long as the Force Majeure Event lasts and hinders the
performance of said obligations (or part thereof). Asana shall promptly notify
Customer and make reasonable efforts to mitigate the effects of the Force
Majeure Event.

11.8 Severability; No Waiver. In the event that any provision of this Agreement
is found to be invalid or unenforceable pursuant to any judicial decree or
decision, such provision shall be limited or eliminated to the minimum extent
necessary so that this Agreement shall otherwise remain in full force and effect
and remain enforceable between the parties. No waiver of any term of this
Agreement shall be deemed a further or continuing waiver of such term or any
other term, and a party’s failure to assert any right or provision under this
Agreement shall not constitute a waiver of such right or provision.

11.9 Assignment. Neither this Agreement nor any of the rights and licenses
granted under this Agreement may be transferred or assigned by either party
without the other party’s express written consent (not to be unreasonably
withheld or delayed); provided, however, that either party may assign this
Agreement and all Order Forms under this Agreement upon written notice without
the other party’s consent to an Affiliate or to its successor in interest in
connection with a merger, acquisition, corporate reorganization, or sale of all
or substantially all of its assets not involving a direct competitor of the
non-assigning party. Any other attempt to transfer or assign this Agreement will
be null and void. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of the parties, their respective successors, and permitted
assigns.

11.10 Government Agencies. If Customer is a Government agency utilizing Asana’s
Service in an official capacity, Customer’s use of the Service shall be subject
to this Subscriber Agreement and the Amendment to Asana Subscriber Agreement
Applicable to U.S. Government Customers.

11.11 Modifications. Asana may revise this Agreement from time to time by
posting the modified version on its website. If, in Asana’s sole discretion, the
modifications proposed are material, Asana shall provide Customer with notice in
accordance with Section 11.4 at least twenty (20) days prior to the effective
date of the modifications being made. By continuing to access or use the Service
after the posted effective date of modifications to this Agreement, Customer
agrees to be bound by the revised version of the Agreement.

11.12 Entire Agreement. This Agreement, including all attachments, exhibits,
addendums, and any Order Form(s) hereunder, constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes and
replaces any prior or contemporaneous representations, understandings and
agreements, whether written or oral, with respect to its subject matter. The
parties are not relying and have not relied on any representations or warranties
whatsoever regarding the subject matter of this agreement, express or implied,
except for the representations and warranties set forth in this Agreement. To
the extent of any conflict or inconsistency between the provisions of the
Agreement and any Order Form, the Agreement shall prevail. Notwithstanding any
language to the contrary therein, no terms or conditions stated in a Customer
purchase order, vendor onboarding process, web portal, or any other Customer
order documentation shall be incorporated into or form any part of this
Agreement, and all such terms or conditions shall be null and void.

11.13 Applicability. This Agreement applies to you if: (a) you are a new
Customer or have become a new Customer on or after November 30, 2018; (b) you
enter into a Trial of Asana that is subject to this Agreement; or (c) you click
a button indicating your agreement with the terms of this Agreement or enter
into an Order Form or similar form referencing or otherwise incorporating this
Agreement.

12 DEFINITIONS.

12.1 “Affiliate” means any entity that directly or indirectly controls, is
controlled by, or is under common control with the subject entity. “Control,”
for purposes of this definition, means either: (a) ownership or control of more
than 50% of the voting interests of the subject entity; or (b) the power to
direct or cause the direction of the management and policies of an entity,
whether through ownership, by contract, or otherwise.

12.2 “Customer Data” means information submitted by an End User through the
Service, including all associated messages, attachments, files, tasks, project
names, team names, channels, conversations, and other similar content.

12.3 “Documentation” means Asana’s then-current online user guides, as updated
from time to time, and made accessible from within the “Help” feature of the
Service.

12.4 “End User” means an individual who is authorized by Customer to use the
Service under Customer’s account. End Users may include, without limitation,
Customer’s or its Affiliates’ employees, consultants, contractors and agents.

12.5 “Intellectual Property Rights” means unpatented inventions, patent
applications, patents, design rights, copyrights, trademarks, service marks,
trade names, domain name rights, mask work rights, know-how and other trade
secret rights, and all other intellectual property rights, derivatives thereof,
and forms of protection of a similar nature anywhere in the world.

12.6 “Improvements” means new features, functionality, enhancements, upgrades,
error corrections and bug fixes to the Service made generally available by Asana
at no additional charge.

12.7 “Order Form” means an ordering document or an online order set forth in the
Service interface entered into between Customer and Asana (or Affiliates of
either party) specifying the Service or Professional Services (if any) to be
provided under this Agreement.

12.8 “Professional Services” means the customer success services provided by
Asana, as specified in the applicable Order Form.

12.9 “Service” means Asana’s collaboration work management software as a service
platform, including any Improvements, as described in the applicable Order Form.

12.10 “Subscription” means the access to the Service purchased by Customer on a
per End User basis.

12.11 “Subscription Term” means the period identified in the Order Form during
which Customer’s End Users are permitted to use or access the Service pursuant
to the terms set forth in this Agreement.

ASANA COOKIES NOTICE

Last updated: February 4, 2021

This Cookie Notice describes the types of cookies and similar tracking
technologies we use on our services via our websites and apps, how we use them,
and what your choices are for controlling cookies.

* What are cookies?
* How does Asana use cookies?
* Types of cookies we use
* Duration of cookie storage
* Cookie management
* Disabling cookies
* Changes to this Notice
* Contact us

WHAT ARE COOKIES?

When we say “cookie,” we don’t mean the delicious ones with chocolate chips. We
are, however, talking about similar online tracking tools and technologies, such
as web beacons (also called tracking pixels). Like cookies, web beacons allow us
to analyze how visitors to our websites use Asana and deliver personalized
content. Web beacons can also be included in emails we send to determine whether
they have been read or acted on. For additional information on cookies, please
visit www.allaboutcookies.org

HOW DOES ASANA USE COOKIES?

Asana uses cookies to collect a variety of information for different purposes.
Here are examples of the types of information that we collect through cookies:

* Information related to your login so we can remember that you’ve logged in
before or so you can stay logged in after you leave the website
* Number of visitors, the frequency with which the websites and apps are used,
the pages viewed, the clicks made, and the total duration of use
* The name of the website visited prior to visiting our websites and mobile
apps
* Information about your browser, IP address, browsing preferences
* Whether you are a first-time visitor
* Your viewing preferences (e.g. layout, sizing preferences, language, etc.)

Some examples of how we use this information collected through cookies includes
to:

* Remember the tasks you are involved in to provide access to those tasks each
time you log-in
* Customize your visit to our websites and mobile apps based on prior
preferences you made
* Tailor our advertising and marketing messages to you, based on our
understanding or the understanding of our third party service providers, to
highlight features we offer that might interest you
* Analyze usage trends across our user base to improve our website, mobile
apps, and services, and inform how we can offer you new services

Visit our cookies table for details about the specific cookies used for these
purposes.

TYPES OF COOKIES WE USE

Some of the cookies we use are first-party cookies, which are created by us to
help make Asana work properly and analyze usage. We also allow certain
third-party providers to place third-party cookies to enable third-party
features or functionalities or to assist us with our analytics and advertising
activities.

* Strictly necessary cookies: These cookies are strictly necessary to provide
you with certain features. For example, these cookies allow you to access
secure areas that require registration and set your privacy preferences.
Because these cookies are essential to providing services to you, they cannot
be disabled.

* Performance Cookies (also commonly known as Analytics Cookies): These cookies
allow us or our third-party analytics providers to collect information and
statistics on use of our services by you and other visitors. This information
helps us to improve our services and products for the benefit of you and
others.

* Functionality Cookies: These cookies provide enhanced functionality,
providing chat support, allowing you to more easily complete forms,
personalizing content to your preferences, and selecting your communications
preferences. If you do not enable these cookies, or choose to disable them in
the future, that could impact your ability to use certain features.

* Targeting Cookies: These cookies, provided by our third-party advertising
partners, collect information about your browsing habits, as well as your
preferences for various features and services. They also provide us with
auditing, research, and reporting to know when advertising content has been
displayed and how successful the content has been. This information allows us
and our third-party advertising providers to display relevant advertising
content.

* Social media cookies: These cookies are used when information is shared
through a social media sharing button (such as a “like” button), or when you
link your account or engage with our content on or through a social
networking site such as Facebook, Twitter, or Snapchat.

DURATION OF COOKIE STORAGE

The length of time that cookies are stored on your device will vary, depending
on whether the cookies are temporary or persistent.

Session cookies. We use temporary cookies called session cookies on our secure
pages to assign and register a session ID. This allows you to visit and use our
websites and services without interruption, and provides us with internal
reporting. These cookies expire when you close your browser.

Persistent cookies. Persistent cookies are used by us and our third-party
providers to understand visitors’ browsing behavior over a longer period of time
or to provide additional features or customization. They can stay on your device
for different lengths of time, from 24 hours, to a week, or several years,
depending on their function. These cookies survive after your browser is closed
and can be used to recognize your device when you reopen your browser and
revisit our websites and apps.

COOKIE MANAGEMENT

All visitors. There are a number of ways you can manage what cookies are set on
your devices. As mentioned above, deleting or disabling cookies may impact your
ability to use certain features and functionalities. We currently do not respond
to Do Not Track (DNT) signals.

Browser settings. You can disable and/or delete most types of cookies by using
your browser settings. As the means by which to activate or deactivate cookies
varies from one web browser to another (e.g., Safari, Chrome, Mozilla Firefox),
you should visit your specific web browser’s help menu for more information on
cookie preferences. You can also configure your browser at any time to be
notified of the receipt of a cookie, so that you can decide whether you want to
accept it or not. Please note that currently, it is technically impossible for
you to synchronize your settings across the different browsers and devices you
use. You must therefore set them on each browser/device that you currently use
and each time you use a new browser or device.

Depending on the region, you may be asked to consent to cookies when you first
visit one of our websites. To manage your cookie settings, you can adjust them
in our cookie preference center here: Change settings

DISABLING COOKIES

If you choose to deactivate cookies, you may continue to use certain parts of
our services and websites. However, some useful features may not work anymore,
depending on which cookies you deactivate. For example, you might not be able to
use our chat functionality to ask questions, and content may not be as relevant
to your preferences.

Please note that if you have disabled one or more cookies, we may continue to
use the information that was collected by such cookies before they were
deactivated. However, we will cease to collect any new information via the
opted-out cookie once a cookie has been deactivated.

CHANGES TO THIS NOTICE

We may update this notice as necessary to account for changes in our practices
or legal requirements. Please revisit this notice regularly to stay informed
about our use of cookies.

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

DMCA POLICY

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

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

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

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

DMCA Notice
Asana, Inc.
633 Folsom Street Suite 100
San Francisco, CA 94107-3600
copyrightagent@asana.com

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

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

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

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

ASANA API TERMS AND CONDITIONS

Last Updated: July 11, 2021

Thank you for using the Asana Application Programming Interfaces (the "Asana
APIs"). These API Terms and Conditions (the “API Terms”), together with the
Asana Terms of Service, form a binding contract between you, or the company or
legal entity that you represent, and Asana. As used in these API Terms, "we,"
"our" and "us" refers to Asana, and "you," and "your," refers to the individual,
company or legal entity that you represent.

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

Some of these API Terms apply to your own use of the Asana APIs to develop,
test, and support Your Application, while others apply to your access and use of
the Asana APIs to receive, modify, use, and display User Content from the Asana
Service in Your Application or to distribute Your Application to end users and
allow such end users to access your integration of the Asana APIs within Your
Application. Not all of the provisions of these API Terms may apply to your
specific use of the Asana APIs in each instance.

If you are accepting these API Terms on behalf of a company or other legal
entity, you represent and warrant that you have the legal authority to bind such
entity to these API Terms.

1. License Grants and Restrictions.
1. API License Grant. Subject to your compliance with these API Terms, we
grant you a non-exclusive, revocable, non-transferable and
non-sublicensable license to (i) access and use the Asana APIs and API
Documentation to receive, modify, use, and display user content (the
"User Content") from the Asana service (the “Asana Service”) in your
website or native application for mobile devices ("Your Application")
subject to the permissions of the relevant users’ accounts; (ii) use the
Asana APIs, API Documentation, or User Content to develop, test, and
support Your Application, and (iii) distribute Your Application to end
users and to allow such end users to access your integration of the
Asana APIs within Your Application. You may not use the Asana APIs for
any other purpose without Asana’s prior written consent. If you are
integrating the Asana APIs in Your App, you may charge for Your
Application; however, you may not sell, rent, lease, sublicense,
redistribute, or syndicate access to the Asana APIs.
2. Trademark License Grant. Subject to your compliance with these API
Terms, we grant you a non-exclusive, revocable, non-transferable and
non-sublicensable license to reproduce and display the Asana name and
logo (the "Asana Marks") in accordance with the Asana Trademark
Guidelines and solely to promote or advertise your integration of the
Asana APIs in Your Application.
3. All of our rights not expressly granted by these API Terms are hereby
retained.
4. In connection with your use of the Asana APIs, you must:
1. Obtain the explicit consent of the user before collecting, using,
posting, or sharing any User Content obtained through the Asana APIs
on a user’s behalf. Mere authorization of your application by the
user does not constitute consent.
2. Comply with the Asana Terms of Service
3. Comply with any requirements or restrictions imposed on usage of User
Content by the owner of such content. Although the Asana APIs can be
used to provide you with access to User Content, neither Asana’s
provision of the Asana APIs to you nor your use of the Asana APIs
overrides any requirements or restrictions placed on such User
Content by the user or a third party with a legal interest in the
User Content.
4. Maintain a user agreement and privacy policy for Your Application,
which is prominently identified or located where users download or
access Your Application. Your privacy policy must meet applicable
legal standards and describe the collection, use, storage and sharing
of data in clear, understandable and accurate terms. You must
promptly notify us in writing via email to terms-questions@asana.com
of any breaches of your user agreement or privacy policy that impact
or may impact users of the Asana APIs, the Service, or the Website.
5. Obtain the consent of a user prior to deleting or destroying any of
the content associated with their Asana account.
6. Provide attribution to Asana as the source of data in accordance with
the following guidelines:
1. Display an Asana Mark so it is clear to the user that the data is
from Asana.
2. Link the logo in such Asana Mark to https://asana.com.
3. Comply at all times with trademark guidelines provided by Asana
when using or displaying the Asana Marks.
5. You (and Your App) May Not:
1. Access, store, or share User Content to which the user has not
granted you explicit access rights, or user’s login credentials.
2. Make requests that exceed our rate limits or use the Asana APIs in a
manner that impacts the stability of Asana's servers or impacts the
behavior of other applications using the Asana APIs.
3. Engage in any activity that (i) compromises, breaks, or circumvents
any of our technical processes or security measures associated with
the Asana APIs, the Service, or the Website or (ii) poses a security
vulnerability to other users.
4. Use "nofollow" tags on your links to Asana. All links back to Asana
should be followable.
5. Request or publish information impersonating an Asana user or
misrepresent any user or other third party in requesting or
publishing information.
6. Create or disclose metrics about, or perform any statistical
analysis of, the Asana APIs.
7. Display Asana’s Marks or User Content in a manner that could
reasonably imply an endorsement, relationship or affiliation with or
sponsorship between you or a third party and Asana, other than your
permitted use of the Asana APIs under these API terms.
8. Display the User Content on any site that disparages Asana or its
products or services, or infringes any Asana intellectual property
or other rights.
9. 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.
10. 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.
11. Use the User Content in any advertisements or for purposes of
targeting advertisements (whether such advertisements appear in Your
Application or elsewhere).
12. Attempt to cloak or conceal your identity or your application's
identity when requesting authorization to use the Asana APIs.
13. Use the Asana 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.
14. Access the Asana APIs or API Documentation in order to replicate or
compete with the Asana APIs, the Service, or the Website.
2. Usage Limitations. Asana may limit the maximum User Content that may be
accessed, the rate at which such User Content may be accessed, and/or the
number of network calls that Your Application may make via the Asana APIs.
Asana may change such usage limits at any time, and/or may utilize
technical measures to prevent over-usage and/or stop usage of the Asana
APIs by an application after any usage limitations are exceeded.
3. Fees and Payment. The Asana APIs are currently provided for free, but Asana
reserves the right to charge fees for the future use of or access to the
Asana APIs. If we do charge a fee for use of the Asana APIs, we will
provide you with reasonable notice and you can stop using the Asana APIs at
any time.
4. Suspension and 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. Asana may suspend or terminate your right and
license to use all or any of the Asana APIs or the API Documentation at any
time, with or without cause, and without notice to you. 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
User Content and Asana Marks.
5. Disclaimer of Any Warranty. 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 ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTY OF ANY
KIND AND ASANA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS,
INCLUDING, BUT NOT LIMITED TO, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE ASANA APIs WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE. YOUR USE OF THE ASANA APIs IS AT YOUR OWN DISCRETION
AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS
FROM THE USE OF ANY ASANA APIs INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO
YOUR COMPUTER SYSTEM OR LOSS OF DATA.
6. Limitation of Liability. ASANA SHALL NOT, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE ASANA
APIs, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT
(INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER
PECUNIARY LOSS, WHETHER OR NOT ASANA HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THESE API TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER
THEORY OF LIABILITY) EXCEED $100. 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. IF YOU ARE A NEW JERSEY
RESIDENT, OR A RESIDENT OF ANOTHER STATE THAT PERMITS THE EXCLUSION OF
THESE WARRANTIES AND LIABILITIES, THEN THE ABOVE LIMITATIONS SPECIFICALLY
DO APPLY TO YOU.
7. Release and Waiver. To the maximum extent permitted by applicable law, you
hereby release and waive all claims against Asana, and its subsidiaries,
affiliates, officers, agents, licensors, co-branders or other partners, and
employees from any and all liability for claims, damages (actual and/or
consequential), costs and expenses (including litigation costs and
attorneys' fees) of every kind and nature, arising from or in any way
related to your use of the Asana APIs, the User Content or the Asana Marks.
If you are a California resident, you waive your rights under California
Civil Code 1542, which states, "A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor." You understand that any fact
relating to any matter covered by this release may be found to be other
than now believed to be true and you accept and assume the risk of such
possible differences in fact. In addition, you expressly waive and
relinquish any and all rights and benefits that you may have under any
other state or federal statute or common law principle of similar effect,
to the fullest extent permitted by law.
8. Indemnification. To the maximum extent permitted by applicable law, you
agree to indemnify and hold harmless Asana and its subsidiaries,
affiliates, officers, agents, licensors, co-branders or other partners, and
employees from any and all third party claims arising from or in any way
related to your use of the Asana APIs, including any liability or expense
arising from all claims, losses, damages, liabilities, costs and fees
(including reasonable attorneys' fees) of every kind and nature.
Notwithstanding anything contained in the preceding sentence, (a) we will
always be free to choose our own counsel if we pay for the cost of such
counsel; and (b) no settlement may be entered into by you, without our
express written consent (such consent not to be unreasonably withheld), if:
(i) the third party asserting the claim is a government agency, (ii) the
settlement arguably involves the making of admissions, (iii) the settlement
does not include a full release of liability, or (iv) the settlement
includes terms other than a full release of liability and the payment of
money.
9. Remedies. You acknowledge that your breach of these API terms 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 these API terms by
you or any of your officers, employees, consultants or other agents.
10. General Terms.
1. Publicity. You grant us the right to use your company name and logo as a
reference for marketing or promotional purposes on our website and in
other public or private communications with our existing or potential
developers and customers, subject to your standard trademark usage
guidelines as provided to us from time-to-time.
2. Beta Programs. You may be invited to participate in review and/or
testing of pre-release versions of new and/or modified or enhanced Asana
APIs or related tools, which may be identified to Customer as “alpha,”
“beta,” “preview,” “pre-release,” “early access,” or “evaluation”
products or services (each, a “Beta Product”, and each program for
evaluating such Beta Product, a “Beta Program”). You acknowledge and
understand that participation in any Beta Program is not required and is
at your own risk, and that Beta Products are made available on an “as
is” basis without warranties (express or implied) of any kind, and may
be discontinued or modified at any time. Beta Products are for
evaluation, development, and testing purposes only, and are not for
production use, not supported, not subject to availability or security
obligations, and may be subject to additional terms. Section 10.1 above
does not apply to Beta Programs. Asana shall have no liability for any
harm or damage arising out of or in connection with Beta Products. The
Beta Products, including without limitation your assessment, use, or
testing of any Beta Product, or any other interaction with any Beta
Product, are Confidential Information of Asana.
3. Relationship of the Parties. You and Asana are independent contractors
and these API Terms do not create a partnership, franchise, joint
venture, agency, fiduciary, or employment relationship between the
parties. 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 without its express consent.
4. 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.
5. 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.
6. 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.
7. Survival. Sections 1.3, 4, 5, 6, 7, 8, and all of the subsections of
Section 10 will survive any termination or expiration of the API Terms.
8. Entire Agreement. These API Terms, together with the Asana Terms of
Service, constitute the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. In the
event of any inconsistency between these API Terms and the Asana Terms
of Service, these API Terms shall control.

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

LAW ENFORCEMENT DATA REQUEST GUIDELINES

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

1. U.S. Legal Process Requirements. We disclose user information solely in
accordance with our published Terms of Service and applicable U.S. law,
including the federal Stored Communications Act ("SCA"), 18 U.S.C. Sections
2701-2712. In accordance with U.S. law:
1. A jurisdictionally valid subpoena, issued in connection with an official
criminal investigation, is required to compel the disclosure of basic
user records, which may include name, length of service, credit card
information (including billing address), email address(es), and an IP
address, if available.
2. A court order is required to compel the disclosure of certain records or
other information related to a user account (not including contents of
communications), which may include message headers and IP addresses, in
addition to the basic user records identified above.
3. A search warrant properly issued under the procedures described in the
Federal Rules of Criminal Procedure or equivalent state warrant
procedures, based on a showing of probable cause, is required to compel
the disclosure of the stored contents of any account, which may include
messages, attachments, or other content of communications within a user’s
account.
2. International Legal Requirements. In the case of requests from law
enforcement outside of the U.S., a Mutual Legal Assistance Treaty (MLAT)
request or letter rogatory may be required to compel the disclosure of the
contents of an account.
3. Account Preservation Requests. We will take reasonable steps to preserve
account records in connection with official criminal investigations for a
period of 90 days pending our receipt of a formal legal request for user
data. You may request the preservation of records via email or mail as
indicated below.
4. Information Required in Connection With Your Request.
1. Your Contact Information.
1. Requesting Agency’s name
2. Requesting Agent’s name
3. Requesting Agent’s badge/identification number
4. Requesting Agent’s Agency-issued Email address
5. Requesting Agent’s telephone number, including extension
6. Requesting Agent’s mailing address (PO Box not acceptable)
7. Requested response date (please allow at least 3 weeks for processing)
2. Data Request Information
1. Full (first and last) name of the Asana User
2. Email address(es) associated with the User’s account
3. A clear and specific description of the data being requested (we will
be unable to process overly broad or vague requests)
5. Data Availability. We will search for and disclose data that is specified
with particularity in an appropriate form of legal process and which we are
reasonably able to locate and retrieve.
6. User Notification. Asana’s policy is to notify users of requests for their
information, which includes a copy of the request, prior to disclosure so
that they may have an opportunity to challenge such request unless: (a) we
are prohibited from doing so by law or court order; (b) there are
exceptional circumstances, such as an emergency involving the risk of bodily
injury or death to a person or group of people or potential harm to minors;
or (c) prior notice would be counterproductive (for example, if we believe
that the account in question has been hijacked). Law enforcement officials
who believe that notification would jeopardize an investigation should
obtain a proper court order or other appropriate process establishing that
notice is prohibited. Please note that Officer authored affidavits, cover
letters or similar statements are not sufficient to preclude notice to our
users. Please note that in situations where a data request draws attention
to an ongoing violation of our Terms of Service we may, in order to protect
our service and its Users, take action to prevent any further abuse,
including actions that could notify the User(s) who are the subject of your
data request that we are aware of their misconduct.
7. Submitting Your Request. A data request may be served by sending an email
to legal@asana.com, by certified mail, express courier, or in person at our
corporate headquarters at the following address: Asana, Inc., 633 Folsom
Street Suite 100 San Francisco, CA 94107-3600

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

AMENDMENT TO ASANA SUBSCRIBER AGREEMENT

APPLICABLE TO GOVERNMENT CUSTOMERS

Last Updated: November 5, 2019

As referenced In Section 11.10 of the Subscriber Agreement, this is a
supplemental agreement (“Amendment”) between Asana and Government customers in
the United States (the “Customer” or the “Agency”) and applies to an Agency’s
use of Asana’s collaborative workplace management service (the “Service”) in its
official capacity under Asana’s Subscriber Agreement (the “Subscriber
Agreement”). The reason for this Amendment is that the Customer, a Government
instrumentality, must follow state and/or 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 for purposes of official Agency use
of the Service 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 are 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 3.4 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 for Federal Government Agency accounts 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. For Federal Agencies, 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. For State and Local
entities, 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
applicable state tort claims act, or other governing state authority.

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 law, the laws of the State of California including its
choice of law rules will apply in the absence of applicable federal law. The
arbitration, mediation or other dispute resolution provisions in Section 11.2 of
the Subscriber Agreement is hereby waived. For Federal Agencies, the forum to
resolve claims and disputes will be determined in accordance with federal law.
For State and Local Agencies, the forum shall be the State in which the Agency
operates.

F. No automatic renewal: With respect to Section 3.2 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 4 of the
Subscriber Agreement, Asana agrees to waive the language that would otherwise
permit Asana to terminate the contract if an alleged breach of the Agreement by
the Agency occurs for Federal Agency accounts. Instead, recourse against the
Federal Agencies for any alleged breach of the Agreement must be made under 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. Right to Cure: Prior to any claim for breach of this Agreement being made,
the Agency agrees to provide Asana with reasonable notice of any alleged
deficiencies in its performance and Asana shall have thirty days to cure any
alleged defect in performance.

I. Limitation of liability: The Parties agree that nothing in the limitation of
liability provision in Section 8 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.

J. No endorsement: With reference to Section 11.4 of the Subscriber Agreement,
Asana agrees that the Agency’s name, seals, logos, trademarks, service marks,
trade names, and the fact that the Agency 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 or State Government, or are
considered by the Agency or the Federal or State 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 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.

K. Assignment: As indicated in Section 11.9 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 a Federal 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).

L. 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 11.12 indicating it alone is the entire agreement between the Parties is
waived. Any further amendment must be agreed to in writing by both Parties. As
stated in Section 11.11 of the Subscriber Agreement, Agency’s continued use of
the Service after receiving notice of modifications shall constitute agreement
to the revised version of this agreement.

M. 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.

TERMS & POLICIES

User Terms of ServicePrivacy PolicySubscriber AgreementAcceptable UseCookies
NoticeDMCA PolicyAPI TermsLaw Enforcement GuidelinesAmendment to Subscriber
AgreementSubprocessorsData Processing AddendumPrivacy StatementDeveloper Sandbox
Terms

ASANA USER TERMS OF SERVICE

Effective Date: November 1, 2018

Asana, Inc. (“Asana,” “we,” “our”) offers a variety of team productivity,
collaboration, and organizational tools available online, including via a mobile
application (collectively, the “Service”), and websites, including but not
limited to www.asana.com, wavelength.com, blog.asana.com, community.asana.com
(the “Websites”). Asana, Inc. is located at 633 Folsom Street Suite 100, San
Francisco, CA 94107-3600. If you have any questions about these User Terms of
Service (the “Terms”), please email us at terms-questions@asana.com. Asana has
three different types of users depending on the Asana products used:

We refer to these three types of users collectively as “Users” or “you” for
purposes of these Terms. Regardless of what type of User you are, these Terms
create a legal agreement directly between you and Asana and explain the rules
governing use of the Service and Websites. By accessing or using the Service and
Websites, you acknowledge and agree that you have read, understand, and agree to
be bound by these Terms and our Privacy Policy. If you do not agree to these
Terms, please do not access or use the Service and Websites. We may, from time
to time, modify these Terms. Please check this page periodically for updates. We
will comply with applicable local legal obligations to provide you with notice
of changes to these Terms. Your continued use of the Service and Websites after
any such update constitutes your acceptance of such changes.

1. ELIGIBILITY AND SCOPE

1.1 General. To use the Service and Websites you must be, and represent and
warrant that you are, at least 13 years of age and competent to agree to these
Terms. If Asana has previously prohibited you from accessing or using the
Service and Websites, you are not permitted to access or use the Service and
Websites. 1.2 Location. These Terms are applicable to Users outside of the
United States. If you are located in the United States, the terms available at
https://asana.com/terms#terms-of-service apply to you.

2. ACCOUNT REGISTRATION AND USE

3. OUR PROPRIETARY RIGHTS

4. USER CONTENT AND FEEDBACK

5. LICENSE AND ACCEPTABLE USE

5.2 Acceptable Use. All Users must comply with the following rules regarding
acceptable use of the Service and Websites.

Disruption of the Service. You may not:

Misuse of the Service and Websites. You may not utilize the Service and Websites
to carry out, promote or support:

User Content Standards Within the Service and Websites. You may not post any
User Content on the Service or Websites that:

6. PRIVACY

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

7. LIMITATION OF LIABILITY

If we fail to comply with these Terms, we are responsible for loss or damage
that you suffer that is a foreseeable result of our breach of these Terms or our
negligence, but we are not responsible for any loss or damage that is not
foreseeable. Loss or damage is foreseeable if it is an obvious consequence of
our breach or if it was an order that was accepted. We also only provide the
Service and Websites for your internal use. We have no liability to you for any
loss of profit, loss of business, business interruption or loss of business
opportunity based on your use of or reliance on the Service and Websites. We do
not exclude or limit in any way our liability to you where it would be unlawful
for us to do so. This includes liability for death or personal injury caused by
our negligence or the negligence of our employees, agents or subcontractors, for
fraud or fraudulent misrepresentation and for breach of your legal rights in
relation to the Service and Websites.

The information presented on or through the Service and Websites is made
available solely for general information purposes. We do not confirm the
accuracy, completeness or usefulness of this information. Any reliance that you
place on such information is strictly at your own risk.

8. VIRUSES

You understand that we cannot and do not guarantee that files available for
downloading from the Internet or our Service or Websites will be free of viruses
or other destructive code. You are responsible for implementing sufficient
procedures and checkpoints to satisfy your particular requirements for
anti-virus protection and accuracy of data input and output, and for maintaining
a means external to the Service and Websites for any reconstruction of any lost
data.

9. THIRD-PARTY LINKS AND SERVICE AND WEBSITES

10. MODIFICATION

11. APPLICABLE LAW

Please note that these Terms, and their subject matter and formation, are
governed by the laws of Ireland. However, if you are a consumer and resident of
any other European country you will benefit from, and if you are a consumer and
resident of any country in APAC or the UAE you may benefit from, any mandatory
provisions of, and legal rights available to you under, the laws of that
country. Nothing in these Terms affects your rights as a consumer to rely on any
such local law mandatory provisions and legal rights.

You can contact Asana at dispute-notice@asana.com if you have any complaints or
disputes about the Services. You and Asana shall use best efforts to settle any
dispute, claim, question, or disagreement directly through consultation and good
faith negotiations, which shall be a precondition to either party initiating a
lawsuit or other form of complaint. If we do not reach an agreed-upon solution
within a period of 30 days from the time informal dispute resolution is pursued,
to the extent permitted by applicable law, all controversies, disputes, demands,
counts, claims or causes of action between you and Asana arising out of, under,
or related to the Services shall be submitted to the exclusive jurisdiction of
the courts of Ireland. However, if you are a resident of any other European
country, APAC country or the UAE, you may also bring proceedings in that
country.

12. GENERAL TERMS

12.1. No waiver. If we fail to insist that you perform any obligations under
these Terms, or if we do not enforce our rights against you, or if we delay in
doing so, that will not mean that we have waived such rights and will not mean
that you do not have to comply with your obligations. If we do waive a failure
or breach by you, we will only do so in writing and that will not mean that we
automatically waive any future failure of breach by you.

12.2. Severability. Each of the paragraphs of these Terms operates separately.
If any court or relevant authority decides that any of them are unlawful or
unenforceable, the remaining paragraphs will remain in full force and effect.

12.3. Miscellaneous. The section titles in these Terms are for convenience only
and have no legal or contractual effect.

12.4 Notices. We may deliver notice to you by e-mail, posting a notice on the
Service and Websites or any other method we choose and such notice will be
effective on dispatch. If you give notice to us, it will be effective when
received and you must use the following physical or email address: (1) Asana,
Inc. 633 Folsom Street Suite 100, San Francisco, CA 94107-3600; or (2)
terms-questions@asana.com.

ASANA SUBPROCESSORS

Last Updated: November 19, 2020

Please subscribe below to receive notifications of subprocessor changes.

THIRD-PARTY SUBPROCESSORS

Entity Name Subprocessing Activity Entity Country Amazon Web Services, Inc.
Cloud Service Provider United States Forethought Technologies, Inc Customer
Support United States Looker Data Sciences, Inc. (Google) Analytics Services
United States Sendgrid, Inc. (Twilio) Email Processing United States Snowflake
Inc. Data Warehouse United States Tableau Software, LLC (Salesforce) Analytics
and Data Visualization United States Vimeo, LLC Video messaging United States
Wildbit, LLC (Postmark) Email Processing United States Zendesk, Inc. Cloud
Customer Support United States

ASANA AFFILIATES

UPDATES

As Asana continues to grow, we may decide to work with new Subprocessors and
will provide you with notice when that happens as required under your applicable
agreement with Asana.

DATA PROCESSING ADDENDUM

Download Download the Data Processing Addendum [PDF]

ASANA’S COMMITMENT TO PRIVACY & DATA PROTECTION

GENERAL DATA PROTECTION REGULATION

Below, we provide additional details about the core areas of Asana’s GDPR
compliance program and how customers can use Asana to support their own GDPR
compliance initiatives.

DATA PROCESSING AGREEMENTS

INTERNATIONAL DATA TRANSFERS

DATA ACCESS, MANAGEMENT, AND PORTABILITY TOOLS

PRIVACY DOCUMENTATION

DATA SECURITY

EXERCISING YOUR RIGHTS UNDER THE GDPR

If you would like to exercise your rights under the GDPR, please submit your
request by completing our GDPR Data Subject Rights Form or by contacting us at
privacy@asana.com.

CALIFORNIA CONSUMER PRIVACY ACT

CCPA DATA PROCESSING ADDENDUM

EXERCISING YOUR RIGHTS UNDER THE CCPA

ONGOING COMPLIANCE AND COMMUNICATION

Finally, we value communication with our customers. If you have any questions
about our data protection practices, please contact us at privacy@asana.com.

RELATED RESOURCES

* Asana Privacy Policy
* Asana Data Processing Addendum
* Asana Security Statement
* Asana EU-US and Swiss-US Privacy Shield Certification
* Full Text of the GDPR
* Full Text of the CCPA

ASANA COOKIES LIST

Last updated: February 4, 2021

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

ASANA SANDBOX TERMS OF USE

Effective Date: April 2021

1. DEFINITIONS.

1.3 "Developer Data" means all data, files and attachments submitted by or on
behalf of Developer to the Service.

1.4 “Developer Sandbox” means the instance of the Asana Service provisioned to
Developer under this Agreement and subject to the terms and conditions set forth
herein.

1.5 “Developer Software” means the application owned or licensed by Developer
for which Developer is developing a Connector.

1.6 “Documentation” means Asana’s online user guides and terms, as updated from
time to time.

1.9 “Service” means Asana’s collaborative work management software as a service
platform, as more specifically identified in the Documentation.

2 SERVICE.

3 WARRANTIES; DISCLAIMER

3.1 Mutual Warranties. Each party represents and warrants that this Agreement is
legally binding upon it and enforceable in accordance with its terms.

4 TERM AND TERMINATION.

4.1 Term. This Agreement commences on the Effective Date and will remain in
effect until all Subscriptions to the Service granted in accordance with this
Agreement have expired or been terminated.

5 PRIVACY POLICY; CONFIDENTIALITY.

6 INTELLECTUAL PROPERTY.

8 LIABILITY.

8.3 The provisions of this Section 8 allocate the risks under this Agreement
between the parties, and the parties have relied on these limitations in
determining whether to enter into this Agreement.

10 MISCELLANEOUS.

ASANA PRIVACY POLICY

Effective Date: January 1, 2020

References to “Asana” throughout the Policy mean the Asana entity that acts as
the data controller or data processor of your information, as explained in more
detail below. If you do not agree with this Policy, do not access or use the
Service, Websites, or any other part of Asana’s business.

If you have any questions about this Privacy Policy, please contact Asana at:
633 Folsom Street Suite 100, San Francisco, CA 94107-3600 or by emailing us at
privacy@asana.com.

This Privacy Policy contains the following sections:

* What Type of User am I and What Privacy Terms are Applicable to Me?
* Privacy Terms for Subscribers
* Privacy Terms for Free Users
* Privacy Terms for Site Visitors
* Additional Privacy Terms for All Users
* Asana Contact Info

I. WHAT TYPE OF USER AM I AND WHICH PRIVACY TERMS ARE APPLICABLE TO ME?

II. PRIVACY TERMS FOR SUBSCRIBERS

A. Overview

B. Collection and Use of Subscriber Information

C. How Does Asana Use Subscriber Information?

This section explains how Asana uses information collected from Subscribers.

1. Workspace Content. Asana may view and use Workspace Content collected from
and about Subscribers only as necessary:

D. Sharing of Subscriber Information

In accordance with the applicable Customer Agreement, we may share the
information we collect from Subscribers as follows:

E. Aggregate De-Identified Data

F. Combined Information

G. Data Retention

H. Data Subject Rights

III. PRIVACY TERMS FOR FREE USERS

A. Overview

B. Collection and Use of Free User Information

1. Information You Provide to Asana. Asana collects the following information
submitted directly through the Service by Free Users:

2. Service Usage Information. As you use the Service, we collect a variety of
information about how you use and interact with the Service (“Service Usage
Information”). Such information includes:

* Device information – when you access the Service using a mobile device, we
collect certain device information, including the type of device you are
using, its operating system, and mobile network information, which may
include your mobile phone number. We may also collect your MAC address and
other unique device identifiers.
* Log files – when you use the Service, our servers automatically record
certain information in server log files. These log files may include
information such as your web request, IP address, browser type and settings,
referring / exit pages and URLs, number of clicks, date and time stamp
information, language preferences, data from cookies and similar
technologies, and other such information.
* Location information – we collect and process general information about the
location of the device from which you are accessing the Service (e.g.,
approximate geographic location inferred from an IP address).
* Workspace Use Metadata – when you interact with the Service, metadata is
generated that provides high-level (non-content) information about the way
you work in your Workspace. For example, we may log the number of Workspaces
you work in; the number of tasks to which you are assigned; the features and
embedded Service content you interact with; the types of files you share; and
what, if any, third party services and integrations you use.

C. Use of Free User Information

Asana may use the information collected from Free Users to:

D. Legal Bases for Use of Your Information

E. Sharing of Free User Information

We share the information we collect through the Service about Free Users with
the following:

F. Aggregate De-Identified Data

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

G. Combined Information

H. Data Retention

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

I. Data Subject Rights

IV. PRIVACY TERMS FOR SITE VISITORS

A. Overview

Section IV of this Policy applies only to Site Visitors. If you visit the
Websites, regardless of whether you are also a user of the Service, the
following rules apply to you. To eliminate any confusion, please note that the
terms in this section apply only to use of Asana’s Websites, not to use of the
Service. If you are a Site Visitor located in the European Union, Asana is the
data controller with respect to the processing of your personal data pursuant to
the EU General Data Protection Regulation (“GDPR”).

B. Collection and Use of Site Visitor Information

1. Information Collected from Site Visitors

When you use the Websites, we collect the following information about you:

2. Cookies and Similar Technologies

3. Use of Information Collected from Site Visitors

We use the information collected from Site Visitors for a variety of
purposes including to:

C. Legal Bases

If you are located in the EU, please note that the legal bases under the GDPR
for using the information we collect through your use of the Websites as a Site
Visitor are as follows:

D. Aggregate/De-Identified Data

E. Combined Information

F. Website Analytics and Advertising

1. Website Analytics

We may use third-party web analytics services on our Websites to collect and
analyze usage information through cookies and similar tools; engage in
auditing, research, or reporting; and provide certain features to you. To
prevent Google Analytics from using your information for analytics, you may
install the Google Analytics Opt-out Browser Add-on by clicking here.

2. Online Advertising

The Websites may integrate third-party advertising technologies that allow
for the delivery of relevant content and advertising on the Websites, as
well as on other websites you visit. The ads may be based on various factors
such as the content of the page you are visiting, information you enter such
as your age and gender, your searches, demographic data, and other
information we collect from you. These ads may be based on your current
activity or your activity over time and across other websites and online
services and may be tailored to your interests.

Please note that if you exercise the opt-out choices above, you will still
see advertising when you use the Websites, but it will not be tailored to
you based on your online behavior over time.

G. Sharing of Site Visitor Information

We share the information we collect through the Websites with the following:

* Affiliates and Subsidiaries. We may share the information we collect within
the Asana family of companies.
* Service Providers. We may provide access to or share your information with
select third parties that use the information only to perform services on our
behalf. These third parties provide a variety of services to us, including
without limitation sales, marketing, provision of content and features,
advertising, analytics, research, data storage, security, fraud prevention,
and other services.
* Business Transfers. If the ownership of all or substantially all of our
business changes, we may transfer your information to the new owner so that
the Websites can continue to operate. In such case, your information would
remain subject to the promises and commitments contained in this Policy until
such time as this Policy is updated or amended by the acquiring party upon
notice to you. If such transfer is subject to additional mandatory
restrictions under applicable laws, Asana will comply with such restrictions.
* Public Forums. The Websites makes it possible for you to upload and share
comments or feedback publicly with other users, such as on the Asana
community forum. Any information that you submit through such public features
is not confidential, and Asana may use it for any purpose (including in
testimonials or other Asana marketing materials). Any information you post
openly in these ways will be available to the public at large and potentially
accessible through third-party search engines. Such information can be read,
collected and/or used by other users, and it could be used to send you
unsolicited messages. Accordingly, please take care when using these features
of the Websites.
* Consent. We may also disclose your information to third parties with your
consent to do so.

H. Retention of Your Information

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

I. Data Subject Rights

J. Third Party Links And Services

V. ADDITIONAL PRIVACY TERMS FOR ALL USERS

The following additional information about Asana’s privacy practices apply to
all users of Asana (Subscribers, Free Users, and Site Visitors).

A. International Users

B. Changes To Our Privacy Policy

C. How We Protect Your Information

D. Marketing Practices and Choices

E. California Privacy Rights

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

VI. ASANA CONTACT INFO

SUBSCRIBER AGREEMENT

Last Updated: July 31, 2019

1 THE SERVICE.

2 WARRANTIES.

3 FEES AND PAYMENT.

5 CONFIDENTIALITY.

6 INTELLECTUAL PROPERTY RIGHTS.

7 INDEMNIFICATION.

8 LIABILITY.

8.3 The provisions of this Section 8 allocate the risks under this Agreement
between the parties, and the parties have relied on these limitations in
determining whether to enter into this Agreement.

11 MISCELLANEOUS.

11.4 Publicity. Asana may include Customer’s name and logo in Asana’s online
customer list and in print and electronic marketing materials.

12 DEFINITIONS.

12.3 “Documentation” means Asana’s then-current online user guides, as updated
from time to time, and made accessible from within the “Help” feature of the
Service.

12.6 “Improvements” means new features, functionality, enhancements, upgrades,
error corrections and bug fixes to the Service made generally available by Asana
at no additional charge.

12.8 “Professional Services” means the customer success services provided by
Asana, as specified in the applicable Order Form.

12.9 “Service” means Asana’s collaboration work management software as a service
platform, including any Improvements, as described in the applicable Order Form.

12.10 “Subscription” means the access to the Service purchased by Customer on a
per End User basis.

ACCEPTABLE USE POLICY

Last Updated: March 2, 2017

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

ACCEPTABLE USE OF THE SERVICE

1. Disruption of the Service. You may not:

1. access, tamper with, or use non-public areas of the Service, Asana’s
computer systems, or the technical delivery systems of Asana’s providers;
2. probe, scan, or test the vulnerability of any system or network or breach
or circumvent any security or authentication measure;
3. access or search the Service by any means other than Asana’s publicly
supported interfaces (for example, “scraping”);
4. attempt to disrupt or overwhelm our infrastructure by intentionally
imposing unreasonable requests or burdens on our resources (e.g. using
“bots” or other automated systems to send requests to our servers at a
rate beyond what could be sent by a human user during the same period of
time)
5. interfere with or disrupt the access of any user, host or network,
including, without limitation, by sending a virus, overloading, flooding,
spamming, mail-bombing the Service, or by scripting the creation of
Content in such a manner as to interfere with or create an undue burden
on the Service.

2. Misuse of the Service. You may not utilize the Service to carry out, promote
or support:

1. any unlawful or fraudulent activities;
2. the impersonation of another person or entity or the misrepresentation of
an affiliation with a person or entity in a manner that does or is
intended to mislead, confuse, or deceive others;
3. activities that are defamatory, libelous or threatening, constitute hate
speech, harassment, or stalking;
4. the publishing or posting other people’s private or personally
identifiable information, such as credit card numbers, street address or
Social Security/National Identity numbers, without their express
authorization and permission;
5. the sending unsolicited communications, promotions advertisements, or
spam;
6. the publishing of or linking to malicious content intended to damage or
disrupt another user’s browser or computer; or
7. promotion or advertisement of products or services other than your own
without appropriate authorization.

3. Content Standards Within the Service. You may not post any Content on the
Service that:

1. violates of any applicable law, any third party’s intellectual property
rights, or anyone’s right of privacy or publicity;
2. is deceptive, fraudulent, illegal, obscene, pornographic (including child
pornography, which, upon becoming aware of, we will remove and report to
law enforcement, including the National Center for Missing and Exploited
children), defamatory, libelous or threatening, constitutes hate speech,
harassment, or stalking;
3. contains viruses, bots, worms, or similar harmful materials; or
4. contains any information that you do not have a right to make available
under law or any contractual or fiduciary duty.

4. Violations of this Acceptable Use Policy. In addition to any other remedies
that may be available to us, Asana reserves the right to immediately suspend
or terminate your account or your access to the Service upon notice and
without liability for Asana should you fail to abide by this Acceptable Use
Policy. If you are a user of the Service under your employer or
organization’s account, Asana reserves the right to notify your employer or
organization of any violations of this Acceptable Use Policy.

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

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

ASANA COOKIES NOTICE

Last updated: February 4, 2021

* What are cookies?
* How does Asana use cookies?
* Types of cookies we use
* Duration of cookie storage
* Cookie management
* Disabling cookies
* Changes to this Notice
* Contact us

WHAT ARE COOKIES?

HOW DOES ASANA USE COOKIES?

Asana uses cookies to collect a variety of information for different purposes.
Here are examples of the types of information that we collect through cookies:

Some examples of how we use this information collected through cookies includes
to:

Visit our cookies table for details about the specific cookies used for these
purposes.

TYPES OF COOKIES WE USE

DURATION OF COOKIE STORAGE

The length of time that cookies are stored on your device will vary, depending
on whether the cookies are temporary or persistent.

COOKIE MANAGEMENT

DISABLING COOKIES

CHANGES TO THIS NOTICE

We may update this notice as necessary to account for changes in our practices
or legal requirements. Please revisit this notice regularly to stay informed
about our use of cookies.

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

DMCA POLICY

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

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

DMCA Notice
Asana, Inc.
633 Folsom Street Suite 100
San Francisco, CA 94107-3600
copyrightagent@asana.com

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

ASANA API TERMS AND CONDITIONS

Last Updated: July 11, 2021

If you are accepting these API Terms on behalf of a company or other legal
entity, you represent and warrant that you have the legal authority to bind such
entity to these API Terms.

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

LAW ENFORCEMENT DATA REQUEST GUIDELINES

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

AMENDMENT TO ASANA SUBSCRIBER AGREEMENT

APPLICABLE TO GOVERNMENT CUSTOMERS

Last Updated: November 5, 2019

M. 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.

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