Smartsheet Site Terms
These Site Terms (“Terms”) apply to your use of and access to the websites of Smartsheet Inc. and its affiliates and subsidiaries (collectively, “Smartsheet”), including www.smartsheet.com and any website linked to www.smartsheet.com that is owned, controlled, or otherwise provisioned by Smartsheet, including without limitation www.brandfolder.com (collectively, the “Site”). Notwithstanding the foregoing, the access to or use of Smartsheet subscription-based online services and applications is governed by the agreement established between the parties for such use and access. Please read these Terms carefully because they are a binding agreement between you, a visitor to the Site, and Smartsheet. BY USING THE SITE, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE SITE.
Smartsheet may, in its sole discretion, modify these Terms at any time. Any updated version will become effective when posted. By continuing to use the Site after these Terms have changed, you are agreeing to the revised Terms. If you do not agree to the changes, you must stop accessing, using, or, as applicable, logging in to the Site.
1. USE OF SITE. In accordance with these Terms, and unless you have a separate agreement with Smartsheet regarding your use of the Site, you may access and use the Site and all information, text, graphics, images, videos, documents, templates, content, and other materials made available on or through the Site ("Site Content") solely for Non-Commercial Personal Purposes or to learn about Smartsheet products and services. "Non-Commercial Personal Purposes" means any use or activity for which (1) a fee is not charged, (2) the purpose of the use is not the sale of a good or service, (3) the use or activity is not intended to produce a profit, and (4) the use does not directly or indirectly suggest or imply any endorsement by or partnership with Smartsheet.
By accessing or using the Site, you agree that you: (1) are at least 18 years old; (2) will comply with all applicable laws, rules and regulations; (3) will use the Site and Site Content in accordance with these Terms; (4) will not use the Site or Site Content in violation of the terms of Smartsheet’s Acceptable Use Policy available at www.smartsheet.com/legal/acceptable-use-policy; (5) will not submit to the Site any content or data that is defamatory, pornographic, threatening or offensive, that promotes discrimination or bigotry, or that infringes intellectual property rights or otherwise violates a third party’s rights; (6) will not access or use, or attempt to access or use, portions of the Site that Smartsheet has not authorized you to access or use; (7) will not scan, test, or probe the vulnerability of the Site or any network connected to the Site, or breach the security or authentication measures on the Site or any network connected to the Site; (8) will not reproduce, copy, sell, resell, or otherwise exploit for any commercial purposes any portion of, use of, or access to the Site (including any Site Content, software, and other materials available through the Site); (9) will not use any robot, spider, data scraping or extraction tool, or similar mechanism on the Site; (10) will not frame or mirror any portion of the Site; and (11) will not interfere or attempt to interfere in any manner with the functionality or proper working of the Site or another individual’s access to the Site.
2. PRIVACY. Smartsheet’s Privacy Notice available at www.smartsheet.com/legal/privacy, describes how Smartsheet collects, uses, and processes your personal data and explains your related rights and choices. Smartsheet’s Privacy Notice applies to your use of the Site and is incorporated herein by this reference.
3. ACCOUNTS. You may be required to create an account with Smartsheet to access or use certain areas of the Site. You must provide accurate and complete information as part of the registration process and are responsible for updating the information as necessary. You are responsible for: (1) maintaining the confidentiality of any account information, including passwords or authentication factors, you may use to access the Site; and (2) all interactions with the Site that occur in connection with your account. You agree to notify Smartsheet immediately of any unauthorized use of your account information or any other breach of security related to your account or the Site. Smartsheet may suspend or terminate your account and prohibit all current or future use by you of the Site or any portion thereof if Smartsheet believes that your information is inaccurate or incomplete or that you have violated these Terms, or for any or no reason, without notice or liability of any kind.
4. PROPRIETARY RIGHTS.
- 4.1 Content on the Site. All Site Content, including the design, structure, coordination, "look and feel," and arrangement of such Site Content, is owned, controlled, or licensed by Smartsheet. Site Content and elements of the Site are protected by trade dress, copyright, patent, trademark laws, and various other intellectual property rights and unfair competition laws. You must keep intact all copyright and other proprietary notices for the Site Content. Your use of the Site Content that discloses Site Content to a third party or general public must include appropriate ownership attribution to Smartsheet. Nothing contained on the Site should be construed as granting any license or right to use Smartsheet’s trade names, trademarks, or service marks without Smartsheet’s prior written consent.
- 4.2 Content You Submit to the Site. You are solely responsible for any text, images, photos, audio, video, data, and communications that you submit to Site (collectively, “Your Content”), including, but not limited to, Smartsheet’s Community User Forum available at https://community.smartsheet.com. Under no circumstances will Smartsheet be liable in any way for Your Content, including, but not limited to, liability for any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of such content. Once published or posted, you may not be able to delete or remove it. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure that identifies you personally or exposes your confidential information. Smartsheet may not pre-screen or review Your Content, but Smartsheet reserves the right to reject or delete Your Content in its discretion. You may not imply that Your Content is in any way sponsored or endorsed by Smartsheet. As between you and Smartsheet, you own Your Content. You represent that you have the necessary rights and permissions to give Smartsheet the right to process Your Content in accordance with these Terms. You grant Smartsheet a worldwide, perpetual, non-exclusive, royalty-free, transferable right to process Your Content for any legitimate business purpose, including by displaying, publishing, distributing, reproducing, or making it (or portions of it) available on publicly available pages of the Site or incorporating it into Smartsheet's products and services. You hereby waive, against Smartsheet and other users of the Site, any claims and assertions of moral rights, attribution, or compensation with respect to Your Content. Smartsheet has no obligation to retain or provide you with copies of Your Content, nor does Smartsheet guarantee any confidentiality with respect to Your Content.
- 4.3 Unreleased or Non-GA Services. Smartsheet may make information regarding unreleased products or services (including any related features) available on the Site (including the Smartsheet Community User Forum) from time to time. Any such unreleased products or services may not be made available on any proposed timelines or even at all, regardless of any statements or commitments made by Smartsheet or its representatives. You hereby acknowledge and agree that any decision to purchase, use, or rely on any Smartsheet product or service will be based on the then-existing generally available version and features of such product or service as described in the current documentation, and not on any unreleased or expected version or features.
- 4.4 Content posted by others. Smartsheet is not responsible for, and does not pre-screen or endorse, content posted by any other individual. Accordingly, Smartsheet is not liable, directly or indirectly, for any loss or damage caused to you in connection with any content posted by another Site user.
5. INFRINGEMENT CLAIMS. If you believe that your copyrighted work has been infringed by the Site or Site Content, please notify Smartsheet through the use of this form.
6. THIRD-PARTY SITES. This Site may include links to websites owned, controlled, or otherwise provisioned by third parties (“Third-Party Sites”). Such Third-Party Sites are not under Smartsheet’s ownership or control, and Smartsheet is not responsible for the content or your use of such Third-Party Sites, including any information or materials contained therein. Additionally, the Site may include social media features and widgets (“widgets”), such as a “share this” button or other interactive mini-programs. Widgets can be used to provide you specific services from other companies (e.g., displaying the news, opinions, music, etc.). Widgets displayed on the Site are not provisioned by Smartsheet, and are therefore subject to the policies, terms, and conditions of the third-party providing the widget. You are solely responsible for reviewing the terms and conditions of any such Third-Party Sites on which you share Your Content.
7. GEOGRAPHIC RESTRICTIONS. Smartsheet, the owner and controller of the Site, is based in the State of Washington in the United States. Smartsheet makes no claims that the Site or any Site Content is accessible or appropriate outside of the United States. You are responsible for securing, using, and monitoring an internet connection, which may include a VPN, that is compliant with laws and regulations of the jurisdiction from which you access the Site.
8. DISCLAIMER. YOUR USE OF THE SITE, SITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, SITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, NEITHER SMARTSHEET NOR ANYONE ASSOCIATED WITH SMARTSHEET REPRESENTS OR WARRANTS THAT THE SITE, SITE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, NON-INFRINGING, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
SMARTSHEET MAY, IN ITS SOLE DISCRETION, MODIFY, UPDATE, SUSPEND OR DISCONTINUE THE SITE OR ANY PORTION THEREOF, INCLUDING SITE CONTENT, AT ANY TIME AND WILL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY SUCH MODIFICATION, UPDATE, SUSPENSION, OR DISCONTINUATION.
9. INDEMNITY. You agree to indemnify, defend, and hold Smartsheet, its directors, officers, shareholders, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims, or expenses (including attorneys’ fees), made against Smartsheet arising out of or in connection with: (1) your violation of the Terms; (2) your use of the Site or the Site Content; (3) Your Content; or (4) your infringement or violation, or the infringement or violation by any third party using your account, of any intellectual property or proprietary right of any person or entity. Smartsheet reserves the right, at your expense, to assume the defense and control of any claim for which you are required to indemnify Smartsheet, and you agree to cooperate with Smartsheet’s defense of these claims. You agree not to settle any such matter without Smartsheet’s prior written consent. Smartsheet will notify you of any such claim, action, or proceeding within a reasonable time period after becoming aware of it.
10. LIABILITY. EXCEPT AS PROHIBITED 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 ARISING FROM YOUR USE OF THE SITE OR SITE CONTENT, EVEN IF SMARTSHEET HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, SMARTSHEET IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR SITE CONTENT, SMARTSHEET’S ENTIRE LIABILITY SHALL NOT EXCEED $100.00.
11. ADDITIONAL TERMS. These Terms are governed by the laws of the State of Washington, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms resides in the courts located in Seattle, Washington, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. The waiver of any breach of these Terms will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach. If any provision of these Terms is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of these Terms are to remain in effect as written.
Last updated: September 7, 2022