Thank you for using the Asana Application Programming Interfaces. These Asana API Terms of Service (the “Terms”) describe your rights and responsibilities when accessing our publicly available application programming interfaces (“APIs”) and all guidelines or other documentation provided by Asana for use in connection with the Asana APIs (the “Documentation”).

These Terms form a binding “Agreement” between you and us. As used in these API Terms, "we," "our" and "us" refers to Asana, Inc. and "you," and "your," refers to the individual, company or legal entity that you represent and any affiliates it may have. These Terms apply to all developers, customers and users building applications that interact with our APIs. This Agreement does not grant you any right to access or use Asana’s team productivity, collaboration, and organizational tools available online, including via a mobile application (collectively, the “Service”) or any non-public APIs, each of which would be governed by a separate agreement with Asana. If you are accepting these Terms on behalf of or in your capacity as an employee, consultant or other service provider of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these Terms.

By clicking "I agree" (or taking a similar action), by using or accessing our APIs, or by submitting your App to the Service, you agree to be bound by these Terms.

As our business evolves, we may update these Terms from time to time, including any referenced policies, terms or their URLs. If we make a material change to these Terms, we will endeavor to provide you with reasonable notice prior to the change taking effect. You may be required to click through the modified Terms to show your acceptance, and in any event, your continued use of our APIs after a modification constitutes your acceptance of such modification. You can review the most current version of these Terms at any time by visiting this page. The materially revised Terms will become effective on the date set forth above.

1. Getting Started.

   1.  Developer Portal. You may use Asana’s Developer Portal (the “Developer Portal”) and other resources to access our APIs, submit information about your App to the Service, and make use of certain marketing tools and services. You may use such resources solely to exercise your rights and fulfill your obligations under this Agreement. To access the Developer Portal, you may be required to activate or validate your status as an Asana customer.

   2. Registration. To use our APIs or submit information or content about your App for publishing through the Service, you must follow the registration and credentialing requirements described in the Developer Portal and/or our Documentation. All access keys, tokens, or developer credentials are Asana’s Confidential Information and may not be shared with third parties. When you register your App, you may have the opportunity to (a) submit information about your App and its capabilities for display in our app directory at https://asana.com/apps (the “Asana App Directory”) or (b) configure an app component to enable a user to access or perform a function in your App from within Asana’s user interfaces (an “App Component”).

   3. Developer Portal Operations. Asana maintains sole discretion to determine all features and operations of the Developer Portal. You acknowledge that Asana has no obligation to promote, distribute, list or offer for use any App or App Component, or to continue to do so.

2. Rights to Systems and Information. Subject to your compliance with these Terms, you may use the Developer Portal to configure and submit your App or information about it. All of the licenses granted to you in these Terms (including your license to use the Asana Marks) are non-exclusive, worldwide, revocable, non-transferable and non-sublicensable (except as set forth in Section 16(j)).

   1. API and User Content. Subject to your compliance with these Terms, we grant you a license to (i) access and use our APIs and Documentation to receive, modify, use, and display user content or data obtained from the Service (the “User Content”) in your website, application, plugin, extension, or other similar offering designated to interoperate with the Service ("Application" or “App”), in each case subject to the consent of the applicable user and any required permissions set by our customers; (ii) use our APIs, Documentation, or User Content to develop, test, and support your App, and (iii) distribute your App so that users may access their User Content as integrated within your App. You may not use our APIs for any other purpose without Asana’s prior written consent. These Terms do not grant you the right to distribute or resell the Service or create any binding commitment on behalf of Asana. You may charge a standard overall fee for your Apps; however, you may not directly or indirectly charge users for use of, or access to, the functionality provided by our APIs without Asana’s prior express consent in writing.

   2. Trademarks. Subject to your compliance with these Terms, we grant you a license to reproduce and display the appropriate Asana names, logos and trademarks designated in the Asana Brand Guidelines (the "Asana Marks") (i) in accordance with these Terms, including the Attribution Guidelines below, and the Asana Brand Guidelines and (ii) solely to promote or advertise your App as compatible with the relevant Service. You must promptly cease any use of the Asana Marks as requested by Asana in its sole discretion. You may not register any domain name containing the Asana Marks, the word “Asana” or the name of any Service (or anything confusingly similar), and if you have done so you agree to transfer ownership of the domain name to Asana at no charge. You also agree not to contest the validity of ownership of any of the Asana Marks. All goodwill arising from use of the Asana Marks inures to Asana.

   3. App Directory. If you submit information about your App to the Asana App Directory, you grant to us a non-exclusive, worldwide, and royalty-free license, for as long as your App is published to the App Directory, to (i) reproduce, perform, display, create excerpts from, promote and use any submitted information and content in connection with the operation, improvement and marketing of the Asana App Directory, and (ii) to use your name, App name and associated logos (collectively, “Developer Marks”) solely to enable us to exercise our rights and perform our obligations under this Agreement. If you notify us in writing of any reasonable trademark usage policies applicable to your Developer Marks, we will implement and comply with such policies in a timely manner.

   4. App Components. If you configure an App Component for your App, you grant to Asana a non-exclusive, worldwide, and royalty-free license to (i) reproduce, perform, display, modify, create excerpts from, promote and use any submitted information and content in connection with the operation, improvement and promotion of the Asana App Directory; (ii) distribute or make available the App Component you configured by means of electronic distribution and permit Asana’s customers and users to access, install and use the App Component within the Service, subject to any distribution restrictions we may enable; and (iii) perform a Security Review of your App.

   5. Feedback. Providing suggestions and feedback on our APIs and other tools is welcome and fully optional. If you do send us any feedback or suggestions relating to our APIs, Documentation, Developer Portal, Asana App Directory, App Components, or the Service, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to implement, use, and commercially exploit any such feedback or suggestions for any purpose without any obligation or compensation to you.

   6. Usage Data. We may collect data related to the use and/or performance of your App, including information associated with your Account ID and online developer account profile, and we will be free to use such data and information in accordance with our Privacy Policy.

3. Your Responsibilities. Without limiting your express obligations in these Terms, you are solely responsible, at your own expense, for how you develop, operate and support your Apps and for your own relationships with the users of your App. In connection with your use of our APIs, you represent, warrant, and will ensure that you (or any person acting on your behalf):

   1. comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export controls laws, and maintain any licenses, permits and other permissions that may be necessary to develop, implement and publish your App;

   2. possess all right, title and interest necessary to grant the licenses granted to us in this Agreement and full power and authority to enter into and perform your obligations herein without violating any other agreement;

   3. will not provide any information or materials to Asana that are not true, accurate and complete or that violate, misappropriate or infringe upon the intellectual property rights of any third party, including patent, privacy and publicity rights;

   4. maintain a user agreement and privacy policy for your App that complies with applicable laws and regulations and is prominently identified or located where users access or discover your App;

   5. obtain the explicit consent of the user before you collect, process, use, post, share, delete or destroy any User Content and notify the user that Asana is not responsible for the privacy, security or integrity of any User Content outside of the Service;

   6. will promptly notify us in writing via email to [email protected] of any breaches of your user agreement or privacy policy that impact or may impact users of Asana’s APIs or the Service;

   7. comply with any requirements or restrictions imposed on usage of User Content by the owner or controller of such content;

   8. maintain and process all User Content in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all such User Content, and in no event less protective than the measures and policies set forth in Asana’s Privacy Policy; and

   9. provide attribution to Asana as the source of any User Content such that you (i) display an Asana Mark such that users understand that the User Content was obtained from Asana, (ii) validly link the logo in such Asana Mark to https://asana.com, and (iii) comply at all times with the Asana Brand Guidelines when using or displaying the Asana Marks (together, the “Asana Attribution Guidelines”).

4. Restrictions. You (and any person acting on behalf of your App) will not:

   1. submit to the Service any information that (i) 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, (ii) constitutes hate speech, harassment, or stalking, (iii) contains any personal information of minors, (iv) contains any sensitive categories of personal information, such as financial information, payment card numbers, social security numbers, or health information without Asana’s prior written consent granted in an Asana customer agreement or (iv) infringes, misappropriates or otherwise violates the rights of others;

   2. make any modifications to User Content not authorized by users other than as reasonably necessary to modify the formatting of such User Content in order to properly display it in your App.

   3. make requests or calls to our APIs that (i) exceed any rate limits set forth in the Documentation, or (ii) use our APIs in a manner that impacts the stability of Asana's servers or the behavior of other applications using our APIs;

   4. engage in any activity that (i) compromises, breaks, or circumvents any of our technical processes or security measures associated with our APIs or the Service or (ii) poses a security vulnerability to other users;

   5. monitor, create or disclose any statistical or benchmarking analysis or other metrics regarding the availability, performance, or functionality of our API’s, the Developer Portal, the Service, or any other tool or platform developed or maintained by Asana;

   6. display any Asana Marks or User Content in a manner that could imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Asana, other than as contemplated by these Terms;

   7. copy, sell, rent, lease, transfer, assign, sublicense, disassemble, decompile, modify, alter, attempt to reverse engineer (except to the limited extent expressly authorized under applicable statutory law) or otherwise derive the source code, trade secrets, or know-how of our APIs or the Service;

   8. access our APIs or Documentation in order to replicate or compete with our APIs or any aspect of the Service;

   9. take any action that would subject the Service to any third-party terms, including without limitation any “open source” software license terms;

   10. sell, rent, or share any User Content or other information or data obtained through our APIs, directly or indirectly, to or with any third party;

   11. attempt to cloak or conceal your or your App’s identity when accessing our APIs or the Service;

   12. share your access keys, tokens, or developer credentials with any third party or use or attempt to enable any unauthorized means of accessing our API or the Service; or

   13. use our APIs in connection with any activity that constitutes, promotes or is used primarily for the purpose of dealing in: (i) spyware or any other malicious programs or code or (ii) activities that, in Asana’s sole judgment, are offensive or might harm Asana’s business or its reputation.

5. Ownership and Proprietary Rights. You retain ownership rights in your App and your Developer Marks, and we own and will continue to own our APIs, the Documentation, the App Components and the Service, including all related intellectual property rights therein. All our rights not expressly granted by these Terms are hereby retained.

6. Usage Limitations. Asana may monitor and limit the User Content that may be accessed, the rate at which such User Content may be accessed, and/or the number of network calls that your App may make to our APIs. Asana may change such usage limits at any time without notice, including by instituting technical measures to prevent over-usage.

7. Fees and Payment. Our APIs are currently provided for free, but Asana reserves the right to charge fees for the future use of or access to our APIs. If we do charge a fee for use of our APIs, we will provide you with reasonable notice and you can stop using our APIs at any time.

8. Security Review. Should you submit your App to the Asana App Directory, configure an App Component, or otherwise make use of our APIs, you grant permission to Asana and its designated personnel, to perform, one or more security reviews of your App, and related services and/or computer systems at times and dates selected by Asana (each, a “Security Review”). To the extent reasonably practicable, Security Reviews will be carried out in such a manner as to avoid disruption or delay in use of your App by your users. You agree to provide us with information we reasonably request, including (if applicable) test accounts for your Apps, which we will only use for purposes of such Security Review and as may be explicitly permitted by you. We may perform periodic vulnerability assessments and scans of your App, and we may modify our review processes at any time. You may request at any time during a Security Review that we promptly stop any testing or review, however, you acknowledge that such request may result in a failure to satisfy our review criteria. You acknowledge and agree that you have the sole responsibility for adequate protection and backup of any data or equipment used in connection with your App and/or a Security Review.

9. Suspension; Oversight & Cooperation. If we believe, in our sole discretion, that you have violated or attempted to violate any term, condition or the spirit of this Agreement, we may temporarily or permanently revoke the licenses granted to you in this Agreement, with or without notice to you. If we believe that such incident can simply be remedied by modification or update of your App, we will first endeavor to contact you and request that you make such modifications. In such instances, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in Asana’s sole determination, claims that you do not possess certain necessary intellectual property rights.

10. Termination. Your licenses with respect to our APIs and the Asana Marks will continue until they are terminated by either party as set forth herein. You may terminate each such license at any time by discontinuing use of our APIs or the Asana Marks. Upon termination of any such license for any reason, you will destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Asana Marks.

11. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR APIs AND THE ASANA MARKS ARE PROVIDED ON AN “AS IS” BASIS, WITH NO WARRANTY OF ANY KIND, AND ASANA AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. ASANA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY OR COMPLETENESS OF OUR APIs, THE SERVICE, THAT ASANA WILL CONTINUE TO OFFER THE FOREGOING OR THAT USE OF OUR APIs OR ANY SERVICE OF OURS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF OUR APIs IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY ASANA APIs INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. You acknowledge and agree that you are solely responsible, and that Asana has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of your App.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ASANA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF OUR APIs, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT ASANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS IN SECTIONS 11-13 MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, ASANA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Indemnification. You agree to indemnify and hold Asana and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees harmless against any and all claims brought by a third party against Asana arising from or related to your use of the Asana APIs or your breach of any obligation, representation, warranty, covenant or other provision contained in these Terms, your user agreement with users, or your privacy policy. Notwithstanding anything contained in the preceding sentence, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the admission of any fact or fault, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.

14. Confidential Information. "Confidential Information" means non-public elements of our APIs, the Service and any other information disclosed by us that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure hereunder or (c) is received from a third party, in each case without breach of an obligation owed to us or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and in any case no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide us with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at our cost, if we wish to contest the disclosure. In the event of actual or threatened breach of confidentiality, we will have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.

15. Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to us, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which we may be legally entitled, we will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants or other agents.

16. General Terms

    1. Beta Programs. You may be invited to participate in review and/or testing of pre-release versions of new and/or modified or enhanced Asana APIs or related tools, which may be identified as “alpha,” “beta,” “preview,” “pre-release,” “early access,” or “evaluation” products or services (each, a “Beta Product”, and each program for evaluating such Beta Product, a “Beta Program”). You acknowledge and understand that participation in any Beta Program is not required and is at your own risk, and that Beta Products are made available on an “as is” basis without warranties (express or implied) of any kind, and may be discontinued or modified at any time. Beta Products are for evaluation, development, and testing purposes only, and are not for production use, not supported, not subject to availability or security obligations, and may be subject to additional terms. We will have no liability for any harm or damage arising out of or in connection with Beta Products. The Beta Products, including without limitation your assessment, use, or testing of any Beta Product, or any other interaction with any Beta Product, are Confidential Information of Asana.

    2. Modifications to APIs; Documentation. Asana is still evolving, and so we need the ability to make changes to our APIs, certain of which may not be backwards compatible. We will endeavor to give notice of these changes through direct communications or through postings on the Service; however, you acknowledge and agree that modifications may be implemented at any time and without any notice to you. You further acknowledge that parts of our APIs, the Developer Portal, or the Service may be undocumented.

    3. Relationship of the Parties. You and Asana are independent contractors and these Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You do not have any authority to assume or create any obligation for or on behalf of Asana, express or implied, and you will not attempt to bind Asana to any contract without its express consent. There are no third-party beneficiaries to these Terms.

    4. Force Majeure. Under no circumstances will Asana or its licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

    5. Notices. Unless stated otherwise in these Terms, we may deliver notice to you by e-mail, posting a notice on the Service, the Developer Portal, 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) [email protected].

    6. Assignment. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you, whether by operation of law or otherwise, without the prior written consent of Asana (not to be unreasonably withheld). Notwithstanding the foregoing, you may assign these Terms in their entirety, without Asana’s, to a corporate affiliate of yours or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets. Any purported assignment in violation of this section is void. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Asana without restriction. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

    7. Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and that the other provisions not deemed to be invalid will remain in full force and effect.

    8. Governing Law; Waiver of Jury Trial. These Terms and the relationship between you and Asana will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Asana agree to submit to the personal jurisdiction of the courts located within the city and county of San Francisco, CA. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

    9. Asana Associates. We may leverage our employees, those of our corporate affiliates and third-party contractors (each, an “Asana Associate”) in exercising our rights and performing our obligations under this Agreement. We will be responsible for the Asana Associates’ compliance with our obligations under this Agreement.

    10. Your Subcontractors. You may sublicense your rights herein solely to your agents and subcontractors (at any tier) in accordance with these Terms and solely as necessary to operate and support your App. Notwithstanding the existence or terms of any subcontract or delegation, you will remain responsible for the full performance of your obligations under this Agreement. You acknowledge and agree that you (a) will ensure that your agents and subcontractors comply in all respects with this Agreement, and (b) may be held responsible for all acts, omissions, negligence and misconduct of such agents and subcontractors.

    11. Export Control and Economic Sanctions Compliance. You represent and warrant that you are not named on any U.S. government list of prohibited or restricted parties, nor are you owned or controlled by or acting on behalf of any such parties. You agree that you will not access or use our APIs or 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.

    12. No Waiver. Asana’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

    13. Survival. In addition to any provisions herein that by their nature should survive indefinitely, Sections 2(e)-(f), 3, 4, 5, 6, 7, 10, 11, 12, 13, 14, 15, and all of the subsections of Section 16 will survive any termination or expiration of this Agreement.

    14. Entire Agreement. These Terms constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

For questions about these or any Asana terms or policies, email us at [email protected].