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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.
1.1 “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.
2.1 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/subscriber-terms, 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.
3.1 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.
4.1 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.
5.1 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/terms-of-service (“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.
6.1 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.
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.
8.1 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.
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.
10.1 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.