CONTRACT 6391 Vender Agreement5/25122, 12:55PM Terms +Asana Agreement No. 6391
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asana
TERMS & POLICIES
Terms & Policies
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 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").
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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 BYASANAARE SUBJECTTO 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
1.1 General. To use the Service and Websites you must be, and represent and warrant that
you are, at least 13 years of age and competent to agree to these Terms. If Asana has
previously prohibited you from accessing or using the Service and Websites, you are not
permitted to access or use the Service and Websites.
1.2 Location. These Terms are applicable to Users located in the United States only. If you
are located outside of the United States, you will be presented with a different set of
terms.
2. ACCOUNT REGISTRATION AND USE
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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
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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 CONTENTAND 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
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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; 00 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
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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
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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;
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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 OFANY
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
WARRANTTHAT: (i) THE INFORMATION AVAILABLE ON THE SERVICE AND
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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
OTH ERWISE. TH IS 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 BYA 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 OFANY
THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM
THE FOREGOING. THE FOREGOING LIMITATIONS WILLAPPLY EVEN IFA 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
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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 ASANAAND ITS RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS,
OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE
FOREGOING), HARMLESS FROM AND AGAINSTANY 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 CONTENTTO 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
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on or available from such sites or resources, 00 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. ITAFFFCTS 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
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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 $76,000. 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, Oii) 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.
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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 AGAINSTTHE 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.
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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.
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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.
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Terms •Asana Agreement No. 6391
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@asena.com.
15. QUESTIONS
If you have any questions about these Terms, please contact us at terms-
questions@asana.com.
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