·Privacy Statement

·UPDATED: OCTOBER 10, 2023 | EFFECTIVE: OCTOBER 11, 2023

·Asana is a work management platform that provides teams with the tools to orchestrate their work.

·At Asana, our mission is your mission. We're committed to protecting your privacy rights, so you can focus on the work that matters most to your business - with peace of mind.

·This Privacy Statement describes how Asana processes your information and explains the choices available to you with respect to your information. To learn more about Asana's commitment to your privacy, please read our Privacy Commitment.

·If you have any questions or concerns about how Asana processes your information or about this Privacy Statement, you can email us any time at privacy@asana.com. Additionally, if you're looking to exercise your privacy rights, you can do so here.

·What's Changing With This Update

·It's important to us that you're able to clearly understand how we process your information and what rights you have under privacy and data protection laws. We have updated our Privacy Statement to include new disclosures regarding the EU-US Data Privacy Framework program, the UK Extension to the EU-US DPF, and the Swiss-US Data Privacy Framework.

·We welcome any questions, concerns, or feedback you may have about the updates to this Privacy Statement. You can view the previous versions of this Privacy Statement in the section titled Previous Privacy Statements.

·Our Relationship With You

·In situations where our users are subject to our Subscriber Agreement, Enterprise Master Services Agreement, or other Master Services Agreement to use Asana's services, Asana is the processor/service provider (a provider that processes personal data on behalf of or at the direction of a controller, or other similar designation under the law) and our customer (usually a company or organization) is the controller/business (the entity that decides how and why information is processed) of the information provided to Asana via their use of Asana. In all other cases, Asana is the controller of the information.

·For example, if you create an account with

• ·your corporate email address, your company is the controller of that information.
• ·a free email domain (like gmail.com) or personal email account, Asana is the controller.

·Asana can be used by companies or by individual users:

·If you're using Asana through your company, educational institution, or with your company email address, your company or educational institution's own Asana administrator is responsible for the accounts associated with that company or institution and can: restrict, suspend, or terminate your access to or ability to use the services, access information about you, access or retain information stored with us (including your workspace content and log data about your use of Asana), and restrict your ability to edit, restrict, modify, or delete information associated with your use of our products and services.

·Information We Process

·Asana processes information we receive directly from you, automatically collected when you use Asana or visit one of our websites, and collected by Asana from third parties. However, please note that this Privacy Statement does not apply to the processing of your information by third parties through your use of any third-party integrations available via our services. Please visit those third-party websites directly for more information on their privacy and data protection practices.

·Information Asana Receives Directly From You

·Information needed to create an account

·This includes information that is needed for Asana to create an account for you and manage your ability to log in and out of Asana:

• ·Identifiers, such as first and last name and email address
• ·Your password for Asana (hashed) - unique, long, and strong, please
• ·Information related to a third-party authentication identity provider, such as Google Authenticator

·If you upgrade your account to a paid account, Asana may collect:

• ·Billing information, such as name, address, and telephone number
• ·Financial information, such as credit card information collected by our payment processors on our behalf
• ·Information about your chosen Asana plan

·Information you provide to us through your use of Asana

• ·Information you provide in goals, portfolios, projects, and tasks
• ·Information uploaded to Asana, such as attachments
• ·Information from emails you forward to x@mail.asana.com
• ·Profile photo and other information you provide to describe yourself, which we only collect if you do choose to provide it, such as your gender pronouns
• ·Video and audio recordings, and transcripts of those recordings, if you use video messaging
• ·Professional or employment information, such as your title or role at your company
• ·Any other information you choose to provide while using Asana that identifies or can be reasonably associated with you

·Other information you may provide to us when you interact with Asana in other ways

·You may voluntarily provide us with information when you interact with us in other ways. If you directly interact with Asana staff, such as our sales, user research, or user operations groups, or if you become an Asana Ambassador, Asana may process:

• ·Your requests, questions, and responses to us via forms or email
• ·Information you provide in connection with Asana sweepstakes, contests, or research studies, if you choose to participate

·Information you provide in connection with Asana sweepstakes, contests, or research studies, if you choose to participate Information to verify your identity Information to verify your identity

• ·Geographic information, such as region and country

·Geographic information, such as region and country Social media information Social media information Your date of birth Your date of birth

• ·Your audio and video, if you participate in a sales call or user research study and do not opt out of call recording, which also involves the collection of biometric information associated with the call recordings

·Information automatically processed when you visit our websites or use our mobile or desktop app

·Information related to your use of Asana and our websites

·We may also collect the following:

• ·Metadata and inference information related to your use of Asana, our websites, and third-party integrations to better understand the way you work in Asana. We may log the actions you take as you use Asana, including but not limited, to the number of Asana workspaces you work in, the number of tasks you are assigned, when you delete a task or comment, the features and embedded content you interact with, the types of files you transmit, and what, if any, third-party integrations you use.
• ·Internet network activity, cookies, and similar tracking technologies, including data our servers automatically record, 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, and other such information. Please visit our Cookies Notice for more information about the types of information we collect via cookies, including information about advertising and analytics, and how we use it. To manage your cookies settings, you can adjust them in our Cookies Preference Center here: Manage settings
• ·Information collected as a result of participation in beta testing, such as error reports or feedback provided by you
• ·Information about how you interact with our marketing websites, like asana.com, such as where you click, how long you visit a page, your scrolling, mouse hovers, and other data to help us better understand your experience and provide you with the best user experience
• ·Device information and activity when you use Asana via a mobile device, such as the type of device you are using, device IDs, operating system version, and mobile network information to ensure that we are serving you the correct version of our application
• ·Derived device geolocation information, such as approximate geographic location inferred from an IP address

·Information Asana Receives from Other Sources

·Sometimes Asana receives your information from third parties (other individuals, marketing services, third-party integrations), which may include

• ·Information processed from third-party integrations you set up with Asana. For example, a third-party integration may give us access to information stored in that third party that Asana will process to facilitate the integration
• ·Name, email, and business contact information
• ·Information about you provided to us from other individuals or users of Asana

·How We Use Your Information

·Asana uses your information to operate our products and services, communicate with you, process transactions when you change Asana plans, for security and fraud prevention, and to comply with the law. Specifically, we may process your information to:

·Provide services to you and operate our business

• ·Maintain, provide, and improve our products and services
• ·Help us better understand user interests and needs, and customize Asana for you
• ·Analyze and research how you interact with our websites and applications
• ·Protect Asana and you, for example:
• ·Securing our systems and products against fraud or unauthorized activity
• ·Identifying, troubleshooting, and fixing bugs and errors
• ·Complying with global laws and regulations
• ·Investigate in good faith alleged violations of our User Terms of Service
• ·Comply in good faith with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines or that we otherwise determine is necessary to respond to
• ·If you use Asana as part of an organization, company, or academic institution, Asana will process your information as required by our contract with your organization or academic institution. Those contractual terms may differ from, and, in the event of a conflict, take precedence over, the uses described in this Privacy Statement.

·In addition, we use information about your use of Asana, account information (such as your email address and name), and information related to third-party integrations to:

• ·Communicate with you:
• ·About Asana by phone, text, email, or chat
• ·To provide important notices and updates, product changes, and other necessary notices such as security and fraud alerts
• ·To advertise or market Asana services to you. You have the ability to unsubscribe from promotional communications at any time
• ·Facilitate reporting and analyze performance of the Asana platform or features available in Asana
• ·Provide webinars or public presentations
• ·Demonstrate Asana or provide you access to a demo Asana instance
• ·Process your information at your direction
• ·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 our products and services. If you wish to opt out of Google's ability to locate you across devices in this way, you may install the Google Analytics Opt-out Browser Add-on by clicking here.

·Provide you with support and get your feedback

• ·Respond to your requests for information
• ·Help identify and troubleshoot any issues with your account and answer your questions

·Help identify and troubleshoot any issues with your account and answer your questions Resolve support requests Resolve support requests Provide you with reports about usage Provide you with reports about usage

• ·Survey your opinions through surveys, research studies, and questionnaires

·Survey your opinions through surveys, research studies, and questionnaires Combined Information

·Unless otherwise prohibited by law, we may combine the information that we collect through your use of our products and services with information that we receive from other sources, both online and offline, and use that combined information as set out above. Aggregated and de-identified data

·We may aggregate and/or de-identify information related to your use of Asana (such as how many tasks or projects you created) so that such information can no longer be linked to you or your device. We may use such aggregated and de-identified data for any purpose, including but not limited to, research and marketing purposes and may also disclose such data to any third parties, including advertisers, promotional partners, sponsors, event promoters, and/or others. Legal bases for processing

·For more information about the legal bases Asana relies on to process your information, please visit Other Important Information.

·How We Disclose Your Information

·We need to disclose the information we collect about you to make our products and services run smoothly and to operate our business under the following conditions:

• ·Service providers and subprocessors. We may provide access or disclose your information to select third parties that use the information on our behalf to assist in providing Asana's services, website, and features. 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. You can find a list of our subprocessors here.
• ·Advertising and marketing. We may provide information collected when you visit an Asana website (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 Asana ads when you visit other websites.
• ·Because you ask us to disclose. We may disclose your information to third parties when you ask us to do so. This includes when you connect Asana with other tools via our available integrations.
• ·Consistent with your settings within our products and services. Please note that the information you submit through and post to Asana may be viewable by other users in your workspace, team, division, or organization, depending on the specific settings you have selected and if an organization has been created for your domain.
• ·Affiliates and subsidiaries. We may disclose the information we collect within the Asana family of companies to provide Asana's services to you. A list of our affiliates can be found here.
• ·Business transfers. If the ownership of all or substantially all of our business changes, or all or some of our assets are sold as part of a bankruptcy or other proceeding, we may transfer your information to the new owner so that the services can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Privacy Statement until the acquiring party updates it. If such transfer is subject to additional mandatory restrictions under applicable laws or agreements, Asana will comply with those restrictions.
• ·Compliance with legal obligations. To comply in good faith with a valid legal subpoena, request, or other lawful process that meets the requirements of our Law Enforcement Guidelines. We will notify individuals or customers of that request unless: we are prohibited from doing so by law or court order; or 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.
• ·Your company's own Asana account administrator (if you have one). If you're using Asana in connection with an organization, academic institution, or company domain, your company's own Asana account administrator can export data associated with the domain they manage if they have a subscription plan that allows them to do so.
• ·Public Forums. Our public forums, such as the Asana community forum, make it possible for you to upload and post comments or feedback publicly with other users. Any information that you submit through such public forums 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 could be used to send you unsolicited messages.

·We use and disclose the categories of information we collect from and about you consistent with the various business purposes we discuss throughout this Privacy Statement. We do not disclose your information to third parties for their own direct marketing purposes. For more information, see our Privacy Commitment.

·Protection, Storage, Transfer and Retention of Your Information

·Security

·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, so we cannot ensure or warrant the security of that information. We are constantly updating and improving our safeguards and you can read up to date information about our security practices by visiting our Trust page. Storage

·When you use Asana, some information about you will be stored in the United States. For more information about our EU data storage options, please visit our Trust page.

·Transfer of your information out of EEA, UK, Switzerland, and Japan

·When you use our products and services, information about you will be transferred to the United States where the majority of Asana's data processing occurs. We may also transfer information that we collect about you to third party processors across borders from your country or jurisdiction to other countries or jurisdictions around the world.

·EU-US Data Privacy Framework program, the UK Extension to the EU-US DPF, and the Swiss-US Data Privacy Framework

·Asana complies with the EU-US Data Privacy Framework program (EU-US DPF), the UK Extension to the EU-US DPF, and the Swiss-US Data Privacy Framework program (Swiss-US DPF) as set forth by the US Department of Commerce. Asana has certified to the US Department of Commerce that it adheres to the EU-US Data Privacy Framework Principles (EU-US DPF Principles) with regard to the processing of personal data received from the European Union in reliance on the EU-US DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-US DPF. Asana has certified to the US Department of Commerce that it adheres to the Swiss-US Data Privacy Framework program Principles (Swiss-US DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-US DPF.

·If there is any conflict between the terms in this privacy policy and the EU-US DPF Principles and/or the Swiss-US DPF Principles, the Principles shall govern.

·To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

·If the EU-US DPF, the UK Extension to the EU-US DPF, and the Swiss-US DPF do not apply, Asana relies on other data transfer mechanisms to transfer personal data outside the EEA, the UK, and Switzerland, such as Standard Contractual Clauses. Data Retention

·We will retain your information for the period necessary to fulfill the purposes outlined in this Privacy Statement, to make our products and services available to you, or as instructed by you, unless a longer retention period is required or permitted by law.

·Other Important Information

·Use by children under 16

·If you are under the age of 16, you may not have an Asana account or use Asana's products or services. We do not knowingly process any information from, or direct any of our products or services to, children under the age of 16. 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 within our emails. 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 via the methods listed in the Contact Us and Privacy Questions section. 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 disclose certain information as permitted by this Privacy Statement or as required by applicable law. For example, you may not opt out of certain transactional, operational, or service-related emails, such as those reflecting our relationship or transactions with you. Global Privacy Control and Do Not Track

·Where required, Asana honors the Global Privacy Control (GPC) signal.

·Do Not Track 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 ability to opt out, if needed, and adjust your cookies preferences. We do not currently recognize or respond to browser-initiated DNT signals. To learn more about Do Not Track, you can do so here.

·Please note that Do Not Track is a different functionality from the browser-based Global Privacy Control signal, which Asana does honor. For more information about how Asana uses cookies and similar tracking technologies, visit our Cookies Notice.

·Legal Bases for Processing Your Information

·The laws in some jurisdictions require us to inform you of our legal bases for processing your information. Our legal bases for collecting and using your information described above will depend on the particular type of information and the specific context in which we collect it. However, some examples of legal bases for processing that we rely on:

• ·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 Asana's services or to fulfill the terms of a contract signed with companies)
• ·Where use of your information is necessary for our legitimate interests or the legitimate interests of others (for example, to provide security, operate our products and services, prevent fraud, analyze use of and improve our products and services, and for similar purposes)
• ·Where use of your information is necessary to comply with a legal obligation (for example, to comply with our legal obligations to collect and store tax or invoice information for a certain period of time)
• ·Where we have your consent to process data in a certain way

·Your Privacy Rights

·Asana users from around the world use our products to bring clarity to their work. Regardless of what country you're located in, we respect your ability to know, access, correct, export, restrict the processing of, and delete your information, and have extended those rights globally. We will not discriminate against you for exercising your privacy rights. Information about your rights

·Upon your request, and subject to applicable legal exceptions, we will:

• ·provide access to and/or a copy of certain information we hold about you
• ·provide you with information about categories of information we collect or disclose about you, the categories of sources of such information, the business or commercial purpose for collecting your information, and the categories of third parties to which we disclose your information. For your convenience and so you don't have to request it, we've included that information in this Privacy Statement.
• ·prevent the processing of your information for promotional purposes (including any direct marketing processing based on profiling)
• ·update information which is out of date or incorrect
• ·delete certain information which we have about you
• ·restrict the way that we process and disclose some of your information
• ·transfer your information to a third party provider of services
• ·revoke your consent for the processing of your information

·If you request these rights, we will need to verify your identity and may need to verify your relationship with Asana (for example, if you're an administrator of an Asana organization, division, or workspace and you're making a request on behalf of another individual) for security and to prevent fraud.

·We may take additional steps to verify that you are authorized to make the request. If you are an end user of Asana's services and not a direct customer of Asana (for example, your company uses Asana and you're an employee or authorized representative of that company), you should direct requests relating to your information to the administrator of your company's Asana account. We will redirect you to your administrator or notify the administrator directly. To exercise your privacy rights, please make a request by filling out this form.

·Please note, however, that certain information may be exempt from such requests in some circumstances (for example, if we need to keep processing your information for our legitimate interests or to comply with a legal obligation). Depending on applicable law, you may have the right to appeal our decision to deny your request. If we deny your request, we will provide you with information on how to appeal the decision, if applicable, in our communications with you.

·Right to manage cookies preferences and opt out of targeted advertising

·As explained in detail in our Cookies Notice, we provide information about your device and online browsing activities to third-party advertising providers for targeted online advertising purposes, so that we can provide you with more relevant and tailored ads regarding our services.

·If you would like to opt out of our online disclosure of your information through cookie and pixel technology, please click here: Cookie Preference Center or enable Global Privacy Control within your browser.

·Privacy Information for California Residents

·Categories of information collected and disclosed

·If you are a California resident, you have certain rights under the California Consumer Privacy Act (CCPA), and we want to provide you with the following additional information about the purpose for which we use each category of personal information we collect (as defined by CCPA), the categories of third parties to which we disclose personal information for a business purpose or for cross-context behavioral advertising, which includes our use of third-party analytics services and online advertising services. These are described in detail in our Cookies Notice and may result in the disclosure of online identifiers (e.g., cookie data, IP addresses, device identifiers, and usage information).

·Specifically, your contact information (such as email) or internet network and device information (such as cookie data and IP address) may be disclosed to online advertising and analytics partners.

·For more information about each category of personal information, purpose of use, and third parties to which we disclose personal information, please see the Information We Process, How We Use Your Information, and How We Disclose Your Information sections of our Privacy Statement.

·Your choices regarding online advertising and related activities

·You have the right to opt out of the disclosure of your personal information for purposes of online advertising and related activities and can do so by clicking here: Cookies Preference Center or enabling Global Privacy Control within your browser. Other CCPA rights

·We do not offer any financial incentives in exchange for your personal information.

·The CCPA also allows you to limit the use or disclosure of your sensitive personal information (as defined in the CCPA) if your sensitive personal information is used for certain purposes. Please note that we do not use or disclose sensitive personal information other than for business purposes for which you cannot opt out under the CCPA.

·Please see the Your Privacy Rights section of our Privacy Statement above for information about the additional rights you have with respect to your personal information under California law and how to exercise them. Retention of your personal information

·Please see information under Data Retention in the Protection, Storage, Transfer and Retention of Your Information section of our Privacy Statement. California "Shine the Light" disclosure

·The California "Shine the Light" law gives residents of California the right under certain circumstances to opt out of the disclosure of certain categories of personal information (as defined in the Shine the Light law) with third parties for their direct marketing purposes, or in the alternative, that we provide a cost-free means for consumers to opt out of any such disclosure. We do not currently disclose your personal information to third parties for their own direct marketing purposes. Nevada rights

·Under Nevada law, certain Nevada consumers may opt out of the sale of information about you. We do not sell your data in accordance with Nevada Senate Bill 220. However, if you are a Nevada resident 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, if needed, we may take reasonable steps to verify your identity and the authenticity of the request.

·Changes To Our Privacy Statement

·We will update this Privacy Statement to make sure it accurately reflects our data collection and use practices, our amazing features, advances in technology, or as applicable laws require. We will comply with applicable legal requirements regarding providing you with notice and/or consent when we make such changes, depending on the type of change made. We also provide information about how our Privacy Statement has changed over time below.

·Contact Us and Privacy Questions

·Asana is located at 633 Folsom Street, Suite 100, San Francisco, CA, 94107-3600. If you wish to contact us or if you have any questions about or complaints in relation to this notice, please contact us at privacy@asana.com. To contact our Data Protection Officer, please email dpo@asana.com.

·Previous Privacy Statements

·January 1, 2020 December 15, 2021 January 1, 2023

·Subscriber Agreement

·LAST UPDATED: JANUARY 13, 2022 We updated our terms!

·This Subscriber Agreement is effective for new Customers on or after November 15, 2021. If you are an existing Customer or previously agreed to a version of the Subscriber Agreement before November 15, 2021, this Subscriber Agreement will be effective on March 15, 2022 and will completely replace any prior version to which you agreed. Please be aware that your continued use of the Service after March 15, 2022 constitutes your acceptance of this Subscriber Agreement. The most recent prior version of the Subscriber Agreement is available here. If you have a separate written agreement with Asana, this Subscriber Agreement will not apply to you.

·This Subscriber Agreement is between Asana, Inc. ("Asana") and the organization agreeing to the terms of this Agreement ("Customer"), and, together with all applicable exhibits, attachments, addenda, and Order Forms, is the complete agreement of the parties regarding Customer's order of the premium or business version of the Service or Professional Services (the "Agreement"). 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) the date Customer enters into an Order Form or other ordering document incorporating this Agreement, or (c) Customer's use of the Service (the "Effective Date"). In the event of a conflict, an exhibit, attachment, addendum, or Order Form prevails over this Subscriber Agreement. End Users that are invited to use the Service by Customer are subject to the Asana User Terms of Service available here.

11 Definitions.

1.11.1 "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with the Asana or the Customer entity agreeing to these terms, where "Control" means ownership of more than 50% of the voting interests of the subject entity.

1.21.2 "Customer Data" means all information that Customer or its End Users submit to the Service.

1.31.3 "Documentation" means Asana's user guides, as updated from time to time, accessible via the "Help" feature of the Service.

1.41.4 "End User" means any individual who is authorized by Customer to use the Service under Customer's account, including Customer's or its Affiliates' employees, consultants, contractors, or agents.

1.51.5 "Order Form" means an ordering document or an online order entered into between Customer and Asana (or Affiliates of either party) specifying the Service or Professional Services to be provided under this Agreement.

1.61.6 "Professional Services" means the customer success services provided by Asana or its subcontractor.

1.71.7 "Service" means Asana's collaboration work management software as a service platform.

1.81.8 "Subscription" means the access to the Service acquired by Customer on a per End User basis.

1.91.9 "Subscription Term" means the term identified in the applicable Order Form or other ordering document, including any renewal term, during which Customer's End Users are permitted to use the Service.

22 The Service.

2.12.1 Provision of the Service and Availability. Asana will make the Service acquired under an Order Form or other ordering document available to Customer and its End Users during the applicable Subscription Term pursuant to this Agreement. Asana may update the content, functionality, and user interface of the Service from time to time in its sole discretion. Some features and functionality may be available only with certain versions of the Service. Customer agrees that its acquisition of the Service under this Agreement is not contingent on the delivery of future features or functionality.

2.22.2 Access Rights. Asana grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Service during the applicable Subscription Term pursuant to this Agreement, solely for Customer's internal business purposes, and subject to the applicable Order Form or other ordering document.

2.32.3 Affiliates. In addition to any access rights a Customer Affiliate may have as an End User of Customer, a Customer Affiliate may separately acquire Subscriptions or Professional Services under this Agreement by entering into an Order Form that incorporates by reference the terms of this Agreement, and in each such case, all references in this Agreement to the Customer will be deemed to refer to the applicable Affiliate for purposes of that Order Form.

2.42.4 Acceptable Use Terms. The Service may not be used for unlawful, harmful, obscene, offensive, or fraudulent Customer Data or activity. Examples of prohibited activities are advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, introducing viruses or harmful code, or violating third party rights. Customer will not (a) make the Service available to anyone other than Customer and its End Users or use the Service for the benefit of anyone other than Customer or its Affiliates; (b) rent, sublicense, re-sell, assign, distribute, time share or similarly exploit the Service (including allowing its employees or employees of its Affiliates to access the Service as guests instead of acquiring End User Subscriptions for such employees); (c) reverse engineer, copy, modify, adapt, or hack the Service; (d) access the Service, the Documentation, or Asana's Confidential Information to build a competitive product or service; or (e) 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). 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.

2.52.5 Security; Protection of Customer Data. Asana will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. In addition, the Asana Data Processing Addendum, available at https://asana.com/terms/data-processing ("DPA"), will apply to any Customer Personal Data (as such term is defined in the DPA) included in Customer Data.

2.62.6 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 one or more End Users as administrators (each an "Administrator") to manage its account, and Asana is entitled to rely on communications from such Administrators and other Customer employees when servicing Customer's account. 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, and legality of Customer Data. Customer will promptly notify Asana if it becomes aware of any unauthorized use or access to Customer's account or the Service.

2.72.7 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 or otherwise connect with 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, such Third Party Service terms will govern, and Asana will not be responsible for, any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third party provider or its service.

33 Representations and Warranties.

3.13.1 Mutual Warranties. Each party represents and warrants that it will comply with all laws, rules, and regulations applicable to the exercise of its rights and performance of its obligations under this Agreement.

3.23.2 By Asana.

3.2.13.2.1 Service Warranties. Asana warrants during the applicable Subscription Term that: (a) the Service will materially conform to the applicable Documentation; and (b) Asana will not materially decrease the functionality of the Service. For any breach of the foregoing warranties, as Asana's sole liability and Customer's exclusive remedy, Asana will correct the non-conforming Service, and, if Asana is unable to correct the Service within a commercially reasonable time following receipt of written notice of breach, then Customer will be entitled to terminate the applicable Order Form and receive a refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination.

3.2.23.2.2 Professional Services Warranty. Asana warrants that the Professional Services will be performed in a professional and workmanlike manner using resources with the requisite skills, experience, and knowledge. For any breach of this warranty, as Asana's sole liability and Customer's exclusive remedy, Asana will, at its option (a) re-perform the applicable Professional Services that fail to meet this warranty, or (b) refund to Customer the fees paid for the non-conforming Professional Services.

3.2.33.2.3 Malicious Code. Asana warrants that the Service is free from, and Asana will not introduce, software viruses, worms, logic bombs, Trojan horses or other code, files, or scripts intended to do harm ("Malicious Code").

3.33.3 By Customer. Customer represents and warrants that it is entitled to transfer the Customer Data to Asana so that Asana and its authorized third party service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf.

3.43.4 Disclaimer. Except as expressly provided for in this Agreement, Asana does not warrant uninterrupted or error-free operation of the Service or that Asana will correct all defects or prevent third party disruptions or unauthorized third party access. These warranties are the exclusive warranties from Asana and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. Asana warranties will not apply if there has been misuse, modification, damages not caused by Asana, or failure to comply with instructions provided by Asana. Each party disclaims all liability for any harm or damages caused by any third-party hosting providers. Asana makes beta, trial, proof of concept, and "sandbox" versions of the Service available as-is without warranties of any kind.

44 Payment.

4.14.1 Payment. Customer will pay all undisputed amounts due under the applicable Order Form within thirty (30) days of invoice date. If Customer disputes any part of an invoice in good faith, Customer will pay the undisputed part and provide Asana with notice and detail of the dispute no later than the invoice due date. Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in this Agreement. For customers located outside of the United States, Asana may require that payment be made to the bank account of a local Asana Affiliate. Customer is responsible for providing complete and accurate billing information to Asana, including the purchase order number at the time of purchase if Customer requires one. Asana reserves the right to suspend Customer's account in the event that Customer's account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. Suspension will not relieve Customer's obligation to pay amounts due. For transactions where Customer is permitted to make payment via credit card, Customer agrees that, if eligible, Asana may update Customer's payment information through the use of account refresher services provided by third party payment processors.

4.24.2 End User Subscriptions. Subscription fees are based on annual or monthly periods (or pro rata portions of such periods, calculated on a daily basis) that begin on the Subscription start date and each annual or monthly anniversary of the start date. Subscriptions to the Service are sold in tiers based on the number of End Users. Customer may add End Users to their Subscription at any time on written notice to Asana (email notice acceptable), however the number of End Users acquired under a Subscription cannot be decreased during the applicable Subscription Term. Asana reserves the right to calculate the total number of End Users on a periodic basis, and, if such number exceeds Customer's current plan size, Asana reserves the right to invoice Customer for the tier that corresponds to the number of End Users on a pro rata basis for the remaining months in Customer's then-current annual Subscription Term, so that all End User Subscription Terms are coterminous. 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 11.2 (Notices) 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.

4.34.3 Taxes. Any fees charged to Customer are exclusive of taxes. Except for those taxes based on Asana's net income, Customer will 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. If any withholding is required by law, Customer will pay Asana any additional amounts necessary to ensure that the net amount that Asana receives, after any such withholding, equals the amount Asana would have received if no withholding had been applied. Upon request, Customer will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Asana's failure to charge appropriate tax due to incomplete or incorrect information provided by Customer will not relieve Customer of its obligations under this Section 4.3 (Taxes). If Customer is exempt from certain taxes, Customer will provide proof of such exemption to Asana without undue delay upon execution of the applicable Order Form.

4.44.4 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.

55 Term and Termination.

5.15.1 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, or this Agreement is otherwise terminated in accordance with its terms.

5.25.2 Termination for Cause. Either party may terminate this Agreement and any Order Form under this Agreement: (a) upon thirty (30) days written notice if the other party is in material breach of this Agreement and fails to cure such breach within the notice period, except that termination will take effect upon receipt of notice in the event of a breach of Section 2.4 (Acceptable Use Terms); or (b) if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days.

5.35.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason, all Subscriptions and any other rights granted to Customer under this Agreement will immediately terminate, and Customer will immediately cease all use of the Service. Upon any termination by either party pursuant to Section 5.2 (Termination for Cause), Asana will refund to Customer a prorated amount of prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Asana for the Service or Professional Services in the period prior to the effective date of termination. Any terms that by their nature extend beyond the Agreement termination remain in effect until fulfilled and apply to successors and assignees.

5.45.4 Treatment of Customer Data Following Expiration or Termination. Customer agrees that following expiration or termination of this Agreement, Asana may immediately deactivate Customer's account(s) associated with the Agreement. Asana will make Customer Data available to Customer for export in accordance with the Documentation as long as Asana receives written notice within thirty (30) days after the effective date of expiration or termination from Customer regarding its intent to import such Customer Data. After such thirty (30) day period, Asana will have no obligation to retain Customer Data and will thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control. Subject to any limitations in Customer's Subscription plan, upon Customer's request in our Help Center, Asana shall, within one-hundred and eighty (180) days of receipt of such request, securely destroy all Customer Data from its systems; provided that all back-ups shall be deleted within thirty (30) days after such one-hundred and eighty (180) day period.

66 Confidentiality.

6.16.1 Definition of Confidential Information. During the course of performance under this Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the "Confidential Information"). Confidential Information specifically includes this Agreement, the Service, Order Form(s), Customer Data, 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 is: (a) publicly available when received, or subsequently becomes publicly available through no fault of the receiving party; (b) obtained by receiving party from a source other than the disclosing party without obligation of confidentiality; (c) developed independently by the receiving party; or (d) already in the possession of the receiving party without obligation of confidentiality.

6.26.2 Protection of Confidential Information. The receiving party will use the same care and discretion to avoid disclosure, publication, or dissemination of the disclosing party's Confidential Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate, but in no event less than a reasonable degree of care. The receiving party may disclose Confidential Information to its employees, Affiliates, consultants, subcontractors, or advisors ("Representatives") who have a need to know such 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. If the parties entered into a non-disclosure agreement prior to executing this Agreement, the terms of this Section 6 (Confidentiality) will control in the event of any conflict or inconsistency.

6.36.3 Equitable Relief. In the event of a breach of this Section 6 (Confidentiality), the disclosing party may seek appropriate equitable relief in addition to any other remedy.

6.46.4 Compelled Disclosure. The receiving party may disclose Confidential Information to the extent required by law or court order. However, subject to applicable law, the receiving party will give the disclosing party prompt notice to allow the disclosing party a reasonable opportunity to obtain a protective order.

6.56.5 Sensitive Personal Information. Customer agrees that it will not use the Service to send or store personal information deemed "sensitive" or "special" under applicable law, including but not limited to financial account information, social security numbers, government-issued identification numbers, health information, biometric or genetic information, personal information collected from children under the age of 16, geo-location information of individuals, or information about an individual's racial or ethnic origin, trade union membership, sex life or sexual orientation, political opinions, or religious or philosophical beliefs (collectively, "Sensitive Personal Information").

77 Intellectual Property Rights.

7.17.1 Intellectual Property Rights. Use of the Service will not affect Customer's ownership or license rights in Customer Data. Asana and its authorized third party service providers may use, host, store, backup, transmit, and display Customer Data to (a) provide the Service and Professional Services under this Agreement and (b) improve the Service as long as neither Customer nor its End Users are publicly identified. Neither this Agreement nor Customer's use of the Service grants Customer or its End Users ownership in the Service, including any enhancements, modifications or derivatives of the Service.

7.27.2 Feedback. If Customer submits any feedback to Asana regarding the Service or Professional Services, Asana may use such feedback for any purpose without any compensation or obligation to Customer provided such use does not violate Section 6 (Confidentiality).

88 Indemnification.

8.18.1 If a third party asserts a claim against Customer that the Service as acquired under the Agreement infringes a patent or copyright, Asana will (a) defend Customer against that claim and (b) pay amounts finally awarded by a court against Customer or included in a settlement approved by Asana. To obtain such defense and payment by Asana, Customer must promptly (i) notify Asana in writing of the claim, (ii) supply information requested by Asana, and (iii) allow Asana to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.

8.28.2 Asana has no responsibility for claims based on non-Asana products and services, items not provided by Asana, or any violation of law or third party rights caused by Customer Data or other Customer materials.

8.38.3 If a third party asserts a claim against Asana that Customer Data infringes a patent or copyright or violates a privacy right, Customer will (a) defend Asana against that claim and (b) pay amounts finally awarded by a court against Asana or included in a settlement approved by Customer. To obtain such defense and payment by Customer, Asana must promptly (i) notify Customer in writing of the claim, (ii) supply information requested by Customer, and (iii) allow Customer to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts.

8.48.4 This Section states each party's entire obligation and exclusive remedy regarding the third party claims described in the Section.

99 Liability.

9.19.1 A party's entire liability in the aggregate for all claims related to the Agreement (regardless of the basis of the claim) will not exceed any actual direct damages incurred by the other party up to the total amount paid by Customer under this Agreement in the twelve (12) months preceding the first event giving rise to liability.

9.29.2 Neither party will be liable for (a) special, incidental, exemplary, or indirect damages, or any economic consequential damages, or (b) lost profits, business, value, revenue, goodwill, or anticipated savings.

9.39.3 The following are not subject to the limitation in Section 9.1 and the exclusion in Section 9.2: (a) a party's indemnification payments set forth in Section 8 (Indemnification), and (b) damages that cannot be limited under applicable law.

1010 Export Control and Economic Sanctions Compliance.

·Each party represents that it is not named on any U.S. government list of prohibited or restricted parties, nor is it owned or controlled by or acting on behalf of any such parties. Customer agrees that it will not access or use the Service in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.

1111 Miscellaneous.

11.111.1 Governing Law; Venue. Both parties agree to (i) the application of the laws of the State of California, United States, without regard to conflict of law principles and (ii) the exclusive jurisdiction and venue in the state or Federal courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.

11.211.2 Notices. Asana may give general notices related to the Service that apply to all customers by email, in-app notifications, or posting them through the Service. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified in this Section or the Order Form, unless a party designates in writing a different address. Notices are deemed given when received. Notices to Asana must be sent to legal@asana.com with a copy to Asana, Inc., 633 Folsom Street, Suite 100, San Francisco, CA 94107, Attn: Legal Department.

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

11.411.4 Channel Partners. Customer may acquire Subscriptions through Asana channel partners. Such channel partners are independent from Asana and unilaterally determine their prices and terms. Asana is not responsible for their actions, omissions, statements or offerings.

11.511.5 Consents. Where approval, acceptance, consent, access, cooperation, or similar action by either party is required, such action will not be unreasonably withheld.

11.611.6 Access to Non-Production Versions of the Service. Customer may be provided with access to beta, trial, proof of concept, or sandbox versions of the Service or features within the Service (collectively, the "Non-Production Versions of the Service"). Customer acknowledges and understands that its use of the Non-Production Versions of the Service is not required and is at Customer's own risk, and that Non-Production Versions of the Service are made available on an "as is" basis without warranties of any kind, may be discontinued or modified at any time, and may be subject to other terms. Non-Production Versions of the Service are not for production use, not supported, and not subject to availability or security obligations. Asana will have no liability for any harm or damage arising out of or in connection with Non-Production Versions of the Service. 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.

11.711.7 Relationship of the Parties. Asana is an independent contractor, not Customer's agent, joint venturer, partner, or fiduciary. No right or cause of action for any third party is created by the Agreement or any transaction under it.

11.811.8 Force Majeure. Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.

11.911.9 Severability; No Waiver. If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.

11.1011.10 Assignment. Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its 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.

11.1111.11 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 will provide Customer with notice in accordance with Section 11.2 (Notices) at least thirty (30) 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.

11.1211.12 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.

11.1311.13 Dispute Resolution. All disputes arising out of this Agreement shall be finally settled by the Judicial Arbitration and Mediation Service ("JAMS") under the JAMS arbitration rules (the "Rules"), in San Francisco, California, with English as the official language, by one impartial arbitrator appointed by the mutual agreement of the parties or else in accordance with the Rules. The arbitrator will have no authority to award injunctive relief or damages excluded by or exceeding limits in this Agreement. Nothing in this Agreement will prevent either party from resorting to judicial proceedings for (a) interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights, (b) determining the validity or ownership of any copyright or patent owned or asserted by a party or its Affiliates, or (c) debt collection in amounts below USD $100,000 (or its equivalent).