Smartsheet Downloadable Software End User License Agreement

Please read this Smartsheet Downloadable Software End User License Agreement (“EULA”) carefully before downloading or using any software linking to this page or accompanying a readme file with this EULA (“Software”). The Software extends or integrates with Smartsheet Inc.’s (“Smartsheet”) subscription-based online work collaboration services and applications (“Subscription Services”).

BY CLICKING A BOX INDICATING ACCEPTANCE OF THIS EULA OR DOWNLOADING OR USING THE SOFTWARE, THIS EULA FORMS A BINDING LEGAL AGREEMENT BETWEEN YOU AND ANY ORGANIZATION OR OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS AND CONDITIONS (COLLECTIVELY “YOU” OR “YOUR”) AND SMARTSHEET, AND WILL GOVERN YOUR DOWNLOAD AND USE OF THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, DO NOT DOWNLOAD OR USE THE SOFTWARE.

ANY INDIVIDUAL AGREEING TO BE BOUND BY THIS EULA ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY REPRESENTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

YOU SHALL NOT DOWNLOAD OR USE THE SOFTWARE WITHOUT PRIOR WRITTEN CONSENT OF SMARTSHEET IF YOU ARE OR BECOME A DIRECT COMPETITOR TO SMARTSHEET OR ITS AFFILIATES.

1. Software.

1.1 License. Smartsheet grants You a non-exclusive, non-transferable, limited license to download and use the Software on a device you own or lawfully control for Your own business purposes. The Software, including software embedded in the Software, is licensed, not sold, to You. This Software may include some third-party software; please see the Documentation for additional notices required by certain third-party licensors.
1.2 Documentation. Accompanying the Software at download or on Smartsheet’s website at www.smartsheet.com or any website linked from such website that is owned or controlled by Smartsheet, Smartsheet may provide documentation that is uniformly available and applicable to all Smartsheet customers and relates to the operation and use of the Software, including directions and acknowledgements, each as updated by Smartsheet from time to time (“Documentation”).
1.3 Restrictions. You shall use the Software strictly in compliance with this EULA, the Documentation, and applicable laws and regulations, and shall promptly notify Smartsheet of any known unauthorized use. Your use of the Software is subject to Smartsheet’s Acceptable Use Policy available at www.smartsheet.com/legal/acceptable-use-policy. You shall not commercially sell, resell, license, sublicense, distribute, or frame the Software to a third party.
1.4 Updates and Support. Smartsheet may modify, upgrade or otherwise update the Software at any time. Smartsheet may provide support for the Software but has no obligation to furnish such support to You and may cease to offer such support at any time without notice. You acknowledge that no third party (e.g., Alphabet Inc., Apple Inc. or Adobe Inc.) has an obligation to furnish any support in connection with the Software or your device.
1.5 Compatible Devices and OS. The Software is only available for installation and use on certain devices and operating systems. Documentation for the Software may identify compatible devices and operating systems, however, regardless of such Documentation, determining whether Your device and operating system are compatible with the Software is solely Your responsibility.
1.6 Electronic Messaging. By downloading and using the Software, You authorize Smartsheet to send You (including via email and push notifications) information regarding the Software and Subscription Services, including: (a) notices about Your use of the Software and Subscription Services and violations of this EULA; (b) updates to the Software and Subscription Services; and (c) promotional information and materials regarding Smartsheet's products and services. As may be provided in the information sent or the settings or account information section of the Software or the Subscription Services, You may be able to adjust Your notification and messaging preferences, including unsubscription.

2. Privacy. In order to provide the Software and its extension or integration to the Subscription Services, Smartsheet may collect certain information about You and your device, including technical and telemetry data related to your use of the Software. Smartsheet uses and protects that information in accordance with the Smartsheet Privacy Notice available at www.smartsheet.com/legal/privacy-services.

3. DISCLAIMER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS EULA, SMARTSHEET MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) SMARTSHEET SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH LAWS, NON-INFRINGEMENT, AND ACCURACY; (B) SMARTSHEET DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME; AND (C) YOUR DOWNLOAD AND USE THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICES OR FOR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

4. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL SMARTSHEET BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, ARISING UNDER THIS EULA, EVEN IF SMARTSHEET HAS GIVEN YOU ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES OR IF SMARTSHEET’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

TO THE EXTENT PERMITTED BY LAW, SMARTSHEET’S ENTIRE LIABILITY UNDER THIS EULA WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS OR THE FEES PAID BY YOU TO SMARTSHEET FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

5. Suspension and Termination. Smartsheet reserves the right to restrict or prohibit Your download or use of the Software at any time based on the status of Your Subscription Services account under the Services Agreement. You acknowledge and agree that if Your Subscription Services account is suspended or terminated, You will no longer download or use the Software and your access to data, information, and content that is stored within the Subscription Services may be restricted or prohibited.

6. General

6.1 Compliance. You represent and warrant that: (a) You are not located in a country that is subject to a United States Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the United States Code of Federal Regulations; (b) You are not located in a country that has been designated by the United States Government as a “terrorist supporting” country; and (c) You are not listed on any United States Government list of prohibited or restricted parties. You further agree not to download or transport the Software to or use the Software in any such country.
6.2 Feedback. You grant Smartsheet a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into Smartsheet’s products and services any feedback or suggestions for enhancement that You provide to Smartsheet (“Feedback”), without any obligation of compensation. Feedback is provided by You “as-is,” without representations or warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose.
6.3 Contact. Smartsheet may be contacted or noticed at the following address and email: Attn: Legal, 500 108th Ave NE, Suite 200, Bellevue, WA 98004, or legal@smartsheet.com.
6.4 Governing Law. This EULA is governed by and construed in accordance with the laws governing Your Services Agreement.
6.5 Entire Agreement. This EULA represents the entire agreement between Smartsheet and Customer with respect to the Software. Your access to and use of the Subscription Services remains subject to the agreement between You and Smartsheet governing such access and use (the “Service Agreement”). With respect to Your use of the Software, to the extent the Services Agreement conflicts with this EULA, the terms of this EULA will control.
6.6 Revisions. Smartsheet reserves the right to revise this EULA at any time and for any reason. Smartsheet will post the most current version of this EULA at https://www.smartsheet.com/legal/downloadable-software-agreement. If Smartsheet makes material changes to this EULA, You will receive notification via the Software. Notwithstanding the foregoing, You are responsible for complying with the updated terms posted online at Smartsheet’s website even if these updated terms appear online at Smartsheet’s website before being posted on the Software. Your continued use of the Software after Smartsheet publishes notice of changes to this EULA indicates Your consent to the updated terms.

7. Third Parties.

7.1 EULA Claims. This EULA is between You and Smartsheet and not between you and any third party. You agree that any claims brought by You arising out of this EULA or Your use of the Software will not be made against any third party that has licensed or authorized the association or integration of its products, applications, or content with the Software. Notwithstanding the foregoing, upon Your acceptance of this EULA, any applicable third party may enforce this EULA against You as a third party beneficiary thereof.
7.2 Intellectual Property Rights. In the event of a third-party claim that the Software, or Your possession and use of the Software, infringes or misappropriates a third-party’s intellectual property rights, Smartsheet will be solely responsible for the investigation, defense, settlement and discharge of any such claim.
7.3 Products. If You separately procure services, applications, or content from a third party (“Third Party Products”) for use with the Software, any such use is subject to the end-user license or use agreement that You accept from or establish with the third party. Third Party Products are not Software and, as between the parties, Smartsheet has no liability with respect to your procurement or use of Third Party Products.

Last Updated: March 31, 2020