SMARTSHEET.COM, INC. MASTER SERVICE AGREEMENT##Last Updated: July 20, 2011##This Master Service Agreement (the "Agreement") governs your use of our internet-delivered collaboration tools and related services (collectively, the “Service”). We provide the Service from our Web site at http://www.smartsheet.com (the “Site”). THIS AGREEMENT GOVERNS ANY USE YOU MAKE OF THE SERVICE AND OUR SITE, INCLUDING YOUR FREE TRIAL (IF APPLICABLE) AND YOUR ONGOING FREE OR PAID USE OF THE SERVICE (IF ANY).##1. Acceptance of Agreement. This Agreement is a legal contract between Smartsheet.com, Inc. (“we,” “us,” or “Smartsheet”) and you. BY CLICKING THE “SUBMIT” BUTTON DISPLAYED WHEN YOU CREATE A PASSWORD AND SIGN UP FOR THE SERVICE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THE TERMS OF THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” AND “YOUR” REFER TO YOUR COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR YOUR COMPANY DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THEN NEITHER YOU NOR YOUR COMPANY HAS THE RIGHT TO USE THE SERVICE.##2. No Competitive Use. You may not register for or use our Service to monitor or test the availability or performance of the Service, or for other benchmarking or competitive purposes.##3. Modifications to Agreement. We reserve the right to modify the terms and conditions of this Agreement at any time by posting an updated version of this Agreement on our Site. Any updated version will become effective 15 days after posted. If you do not agree to any modified terms of this Agreement, you may terminate the Agreement in the manner described in Section 10.2 below. Your continued use of the Service after notice will constitute your acceptance of the modified Agreement.##4. Use of Service; Restrictions.##4.1 Permitted Use. Among other features, the Service enables users to create, share, upload or attach information to, and edit “sheets” that are stored on the Service (“Sheets”). If you have a paid account (or free trial) for the Service that permits you to create Sheets, you may use the Service to (i) create, submit content to, edit and delete Sheets, (ii) invite other users to view, submit content to, and/or edit Sheets you create, and (iii) otherwise use the features and functionality of the Service for your internal business purposes, all subject to the terms and conditions of this Agreement. If you have a free account, you may use the Service only to view, submit content to and/or edit Sheets shared with you by other users, all subject to the terms and conditions of this Agreement and the sharing settings for the applicable Sheet established by its creator or other authorized users.##4.2 Prohibited Use. You specifically agree not to: (a) “frame,” distribute, resell, or permit access (except for users with whom you share Sheets in accordance with this Agreement) to the Service by any third party; (b) use the Service other than in accordance with the instructions or documentation we provide and in compliance with applicable federal, state, and local laws; (c) interfere with the Service or disrupt any other user’s access to the Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, or attempt to discover the underlying source code or structure of the Service; (e) submit to the Service any content or data that is false, misleading, defamatory,##Page 2 of 7##threatening, offensive, or infringing of intellectual property rights, or that contains mass mailings or any form of “spam”; (f) submit to the Service any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (g) use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Service.##4.3 APIs and Software. We may, from time to time, make available application programming interfaces (APIs), HTML scripts, data import tools, or other software code or executables as part of the Service (“Smartsheet APIs and Software”). With respect to the Smartsheet APIs and Software, we grant you a non-exclusive, non-transferable license, only while this Agreement remains in effect, to use the Smartsheet APIs and Software to access and use the Service in compliance with the terms of this Agreement, and for no other purpose. Except as expressly permitted herein, you agree not to distribute or disclose the Smartsheet APIs and Software to any third party.##4.4 Responsibility for Accounts. You are responsible for all use of the Service that occurs under your user accounts, and you agree to notify us of any unauthorized access of which you become aware. In addition, if you share your Sheets with others, you are responsible for any of their activity on the Service that is related to your Sheets.##5. Your Content.##5.1 Ownership. Except for the rights you grant to us in this Agreement, you retain all right, title and interest in the content and data you enter into a Sheet or otherwise submit to the Service (“Your Content”). You represent and warrant to us that you either own all rights (or have obtained all licenses, consents or permissions) necessary to submit Your Content to the Service, and you agree not to submit content that infringes or misappropriates the intellectual property rights or other proprietary rights of any third parties, including their rights of privacy and publicity.##5.2 Your Content Submitted to Sheets. When you enter Your Content into Sheets, you grant us a non-exclusive, royalty free, worldwide license to use Your Content in order to make the Service and its features available in accordance with the online and print documentation we provide for the Service, including by displaying it to other users with whom you share Sheets and (subject to the sharing privileges selected for the applicable Sheet) making it available for download and modification by other users with whom you share Sheets.##5.3 Public Templates and Community Content. Your Content may include templates that you post to our public template gallery, comments you post on discussion boards, content posted in other public communities or forums we maintain on the Site and Service (“Community Content”). You hereby grant us a perpetual, irrevocable, royalty free, worldwide license to (a) display, distribute, reproduce, reformat, make available for download, modify and use Community Content, and (b) sublicense these rights to other users of the Site and Service. In addition, you agree that we may identify you as the source of Community Content (using the name and contact information you provide us).##5.4 Treatment of Your Content at Termination or Subscription Cancellation. Notwithstanding your ownership of Your Content, we have no obligation to retain, and may delete, Your Content from the Service at any time after (a) this Agreement is terminated or (b) with respect to Your Content on##Page 3 of 7##Sheets you have created, when you cancel your subscription pursuant to Section 7.2. We have no obligation to make Your Content available to you in any form after termination or cancellation.##6. Work Requests.##6.1 Work Requests. The Service includes a “Smartsourcing” tool that allows you to submit requests to an on-demand work force for completion of simple tasks (“Work Requests”). When you place a Work Request through our Service, we use Amazon.com’s “Mechanical Turk” and/or other third party services to submit your Work Requests to third parties who may wish to perform such tasks (“Service Providers”).##6.2 Our Role; Disclaimer. We act as your agent in paying Service Providers for Work Requests in the amounts you authorize via the Service. Otherwise, we have no role in your transactions with Service Providers; our Service simply provides a venue where you can submit Work Requests to Service Providers. We neither screen nor recommend any Service Providers, and we have no control over the quality or legality of the work provided by Service Providers. We make no representations as to the ability of Service Providers to complete Work Requests to your satisfaction, or the willingness of Service providers to complete Work Requests at the prices you set. When you submit Work Requests, you do so entirely at your own risk.##6.3 Service Fees for Work Requests. When you submit a Work Request, you set the price you are willing to pay. Amounts payable to Service Providers are due and payable when you accept the work performed. The Service permits you to approve or reject work from Service Providers; work is automatically approved if not rejected within a certain period of time. We charge additional Service Fees (beyond the amounts you agree to pay Service Providers) for placing your Work Requests; these Service Fees are due and payable as described on our Site. All Service Fees for Work Requests are nonrefundable once paid. More detail about Service Fees for Work Requests is available on our Smartsourcing how-to page (http://www.smartsheet.com/product/smartsourcing).##6.4 Release of Claims With Respect to Work Requests. BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN YOU AND YOUR SERVICE PROVIDERS, YOU HEREBY RELEASE US, OUR LICENSORS, AND OUR SERVICE PROVIDERS (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN YOU AND YOUR SERVICE PROVIDERS.##7. Subscription Renewals and Cancellations.##7.1 Renewal. Your initial subscription period (monthly or annual) for the Service is established when you purchase a subscription. Unless you notify us that you wish to cancel in accordance with Section 7.2, your subscription will automatically renew for successive subscription periods of the same length. Unless we separately agree otherwise in writing, we charge Subscription Fees in advance at the beginning of each subscription renewal period. You may view your current subscription plan and billing information at any time in your Account Administration settings.##7.2 Cancellation. Once a subscription period (initial or renewal) commences, all Subscription Fees paid for that period are nonrefundable. You may cancel your subscription at any time before the end of the then-current subscription period using the cancellation procedure we provide through the Service, in which case your subscription will not renew and we will not charge any additional##Page 4 of 7##Subscription Fees. When you cancel a subscription, we will maintain a free account for you to use the Service, but your paid subscription will terminate, and your access to Sheets you created will cease.##8. Service Fees; Payment; Taxes.##8.1 Service Fees. You agree to pay the fees in effect for your subscription at the time initially purchased or renewed, along with any fees for additional services (such as Work Requests) that you agree to pay while using the Service (collectively, “Service Fees”). Current pricing for subscription plans is available on the Pricing page (http://www.smartsheet.com/pricing) of our Site. Unless we separately agree otherwise in writing, all Service Fees for subscriptions are payable in advance prior to the commencement of each subscription period. Other Service Fees become due and payable as described on our Site or in this Agreement.##8.2 Billing Information. When you register for the Service, you will provide us with either a valid, up-to-date credit card number or the other payment information we request. If you have selected a credit card or Paypal as your payment method, you authorize us to charge your credit card (or Paypal account, as applicable) for Service Fees on the first day of your initial subscription period and each renewal subscription period and, for any additional Service Fees beyond your subscription fee (for example, Service Fees for Work Requests), to charge your credit card when such fees become due and payable. You are responsible for maintaining up-to-date payment information on our Site. If we cannot charge your credit card for any Service Fees when due because your payment information is no longer valid and up-to-date, or if we do not receive your payment when due through the alternative payment method you have selected, we may, at our election: (a) suspend your access to the Service, in which case you will be responsible for all Service Fees incurred during the period of suspension; (b) immediately terminate this Agreement, in which case your right to use the Service will cease; or (c) without waiving our rights to suspend or terminate your account, allow you a longer period during which to make payment, in which case you will remain responsible for all Service Fees incurred while we await your payment. Late payments incur interest charges at the rate of 1% per month on any outstanding balance or the maximum amount permitted by applicable law, whichever is less. The Service Fees shown on our Site do not include any local, state or federal taxes or duties. Except for our income taxes and gross receipts taxes, you acknowledge that you are responsible to pay such taxes (if any). If we collect sales tax or other taxes from you, we will identify the portion of your payment attributable to such taxes.##9. Referral Rewards Program. If you participate in our Referral Rewards Program, your participation in the program is governed by our Referral Rewards Program Agreement (https://www.smartsheet.com/files/ReferralRewardsAgreement.pdf). The Referral Rewards Program Agreement forms a part of, and is incorporated by reference into, this Agreement. If this Agreement conflicts with the Referral Rewards Program Agreement in any respect, the term of this Agreement will control.##10. Term and Termination.##10.1 Term. This Agreement begins when you first create a password to access the Service and accept the Agreement. It remains in effect indefinitely until you cancel your subscription pursuant to Section 7.2, or the Agreement is otherwise terminated pursuant to this Section.##10.2 Termination by You. You may terminate this Agreement at any time upon written notice to us in accordance with this Agreement. For avoidance of doubt, we will not be obligated to refund any Service Fees in connection with such termination under any circumstances. Your termination##Page 5 of 7##under this Section 10.2 will be effective immediately. Note that when you cancel a paid subscription pursuant to Section 7.2, your access to Sheets you created will cease, but this Agreement will not automatically terminate.##10.3 Termination by Us for Convenience. We may terminate this Agreement at any time, for any reason, by giving you five (5) days’ written notice to the email address you provided when you registered for the Service. If we discontinue your access to the Service at the end of this five (5) day period, we will refund any prepaid, unused Service Fees for the remainder of the then-current subscription period. Otherwise, no Service Fees will be refundable, you may continue using the Service until the end of the then-current subscription period, and termination will be effective at the end of your then-current subscription period.##10.4 Termination by Us for Cause. In addition, we may terminate this Agreement and/or discontinue your access to the Service immediately, without any obligation to notify you in advance or refund any Service Fees, if: (a) you are in breach of this Agreement, (b) you misappropriate or infringe any of our intellectual property or proprietary rights, or (c) you fail to make a payment when due (e.g., because your payment information is out-of-date or invalid).##10.5 Effect of Termination. Upon termination of this Agreement for any reason: (a) all rights and obligations of the parties will cease, except that the following sections will survive termination or expiration: 1, 3, 4.2, 5, 6.4, 8 (with respect to amounts that are accrued but unpaid as of the effective date of termination), 10.5, 11, 12, 13, 14.2, and 15 through 19; (b) you will have no further right to use the Service (notwithstanding any provision of a surviving section); and (c) we have no obligation to retain, and may delete, any of Your Content stored on the Service.##11. Intellectual Property.##11.1 Your Content. As between the parties, you retain all right, title and interest in and to Your Content, except for the rights you grant to us in this Agreement.##11.2 Service and Documentation. As between the parties, we retain all right, title and interest in and to (a) the Service and the technology and software used to provide it (including all intellectual property and proprietary rights therein), and (b) all electronic and print documentation and other content and data (excluding Your Content) that you access through the Service. Except for the rights to access and use the Service and Smartsheet APIs and Software that we explicitly grant you in this Agreement, we do not grant you any right or license in or to any of our intellectual property or proprietary rights.##11.3 Feedback. We are grateful for any input you provide, but we need to maintain our intellectual property rights in the Service. Accordingly, you acknowledge and agree that all feedback and suggestions for enhancement that you provide to us concerning the Service (“Feedback”) will be owned by us without any obligation of compensation to you.##12. Privacy and Security. We provide the Service in accordance with our Security Policy (http://www.smartsheet.com/security), and your use of the Service is governed by our Privacy Policy (http://www.smartsheet.com/privacy). We may update our Privacy Policy and Security Policy from time to time. Our Privacy Policy describes our practices regarding the collection, use and disclosure of personal information that we obtain about you in connection with the Service. For avoidance of doubt, our Privacy Policy does not apply to personal information that you may enter into Sheets, or that you include in content posted to message boards, our public template gallery, or other public##Page 6 of 7##areas of the Service. When you enter information into Sheets, it may be viewed, edited, modified, and/or deleted by other users who have been invited to share such Sheets (subject to the access and use privileges for a Sheet established by its creator).##13. Confidentiality. You agree not to disclose, duplicate, publish, release, transfer or otherwise make available our Confidential Information in any form to, or for the use or benefit of, any person or entity without our prior written consent. “Confidential Information” means any of our financial, technical, or business information that we designate as confidential at the time we disclose it to you, or that you reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The specific features of the Service, the documentation we provide to you in connection with the Service, and the Smartsheet Software and APIs are our Confidential Information. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of your confidentiality obligation under this Agreement; (ii) was independently developed by you without breach of your confidentiality obligation under this Agreement; or (iii) is received from a third party who obtained such Confidential Information without breach of any obligation owed to us.##14. Representations and Warranties; Disclaimer.##14.1 Limited Warranty. We represent and warrant that, when available, the Service will operate substantially as described in the online documentation that we make available with the Service.##14.2 Disclaimer. You acknowledge that, as internet-delivered services, the Service may experience periods of downtime, including but not limited to scheduled maintenance. Except as expressly provided in this Section, WE MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICE, INCLUDING THE DOCUMENTATION, SMARTSHEET SOFTWARE AND APIS, OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH OR THE SERVICE, WHETHER EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.##15. Limited Liability; Exclusion of Certain Damages. IN NO EVENT WILL WE BE LIABLE UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, FOR (I) ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY PAID TO US FOR THE SERVICE FOR THE CURERNT SUBSCRIPTION PERIOD, OR (II) ANY LOST PROFITS OR OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES, OR (III) ANY LOSS OF YOUR CONTENT OR DATA.##16. Indemnification. You agree that you will defend, indemnify and hold us and our corporate affiliates, directors, officers, employees, successors, assigns and agents harmless from and against any claim, demand, action, proceeding, loss, damage, settlement, penalty, cost, expense or other liability (including but not limited to reasonable attorney fees and expenses) arising out of (1) any allegation that, if true, would establish a breach of this Agreement by you, (2) any of Your Content that you post to the Service (except to the extent such liability results from our modification of Your Content or use of Your Content in violation of this Agreement), or (3) any Work Request that you submit, including any claims that your Work Request has created an employment relationship with any Service Provider(s).##Page 7 of 7##17. Publicity. You agree that, if you have (or have had) a paid subscription to the Service, we may identify you as a customer on our Site or in our customer list, blogs, and other public communications.##18. Notices. Except in cases where this Agreement permits notice via email, all notices required under this Agreement must be in writing, must be sent via internationally recognized delivery service or messenger or via U.S. mail, and will be deemed given five (5) business days after having been sent. Notices must be addressed as follows: if to us, to Attn: Legal Affairs, 10500 NE 8th Street, Suite 1550, Bellevue WA 98004, and for notices permitted to be sent via email, to legal@Smartsheet.com; and, if to you, to the contact name and address or email address that you have provided us.##19. General. Neither you nor we will be liable for delay or default under this Agreement if caused by conditions beyond our or your reasonable control (e.g., technology malfunctions or acts of God). This Agreement is governed by the internal laws of the State of Washington, without regard to its conflicts of law rules, and you hereby consent to exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington for any dispute arising out of this Agreement. Neither party may assign this Agreement to a third party without the written consent of the other party in advance, except that we may assign this Agreement without such consent to a third party acquiring all or substantially all of our assets or equity securities. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. You and we are independent contractors to each other in our activities under this Agreement. This Agreement, including the Pricing section of our Site, our Privacy Policy, and the other documents referenced in this Agreement, represents the entire agreement between you and us with respect to your use of the Service. This Agreement supersedes any contemporaneous or prior agreements regarding the Service.####For a complete copy of the Smartsheet terms, please go to this web page:##http://www.smartsheet.com/files/MasterServiceAgreement.pdf
