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Users agree to defend and financially cover Asana and its affiliates against any claims, demands, and attorneys' fees arising from their use of the platform, their submitted content, or their violation of the terms or applicable law, and must cooperate if Asana takes control of the defense.
This analysis describes what Asana's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision requires individual users to bear the cost of defending Asana against third-party claims connected to the user's conduct or content, including attorneys' fees, and grants Asana the right to assume exclusive control of any such legal defense while requiring user cooperation.
Interpretive note: Enforceability against individual consumers may vary by jurisdiction, particularly in EU member states where unfair contract term directives apply.
Under this clause, users are financially responsible for claims and legal costs Asana incurs as a result of the user's platform activity, content submissions, or legal violations. The agreement further requires users to cooperate if Asana elects to control the defense of any such dispute.
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"YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD ASANA, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, MADE IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE AND WEBSITES, YOUR CONNECTION TO THE SERVICE AND WEBSITES, YOUR VIOLATION OF THE TERMS, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICE AND WEBSITES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.Excerpt from Asana's Terms of Service
1) REGULATORY LANDSCAPE: Broad indemnification clauses in consumer-facing agreements may be evaluated under the FTC Act for unfairness or deception. In EU jurisdictions, Directive 93/13/EEC on unfair contract terms may render such broadly scoped indemnification obligations unenforceable against consumers. California courts have scrutinized indemnification provisions that shift risk asymmetrically to consumers. 2) GOVERNANCE EXPOSURE: Medium. The indemnification scope is broad, covering any claim arising from use of the Service, content submission, or violations of applicable law, but this scope is typical in SaaS platform agreements. The provision to assume exclusive defense control is notable as it limits the indemnifying user's ability to independently manage their legal exposure. 3) JURISDICTION FLAGS: EU/EEA consumers may have protection against this clause under unfair contract terms directives. The enforceability of the defense control provision may vary by jurisdiction depending on whether courts require the indemnifying party to retain independent counsel. 4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise procurement teams should assess whether Managed User indemnification obligations under these User Terms interact with corporate indemnification policies or D&O coverage. Employees acting as Managed Users could technically be personally subject to this indemnification clause in their individual capacity. 5) COMPLIANCE CONSIDERATIONS: Organizations deploying Asana for employee use should evaluate whether their internal policies or employment agreements address personal indemnification exposure for employees operating as Managed Users. Legal teams should confirm whether the Customer Agreement modifies or supersedes this provision for enterprise accounts.
This provision requires individual users to bear the cost of defending Asana against third-party claims connected to the user's conduct or content, including attorneys' fees, and grants Asana the right to assume exclusive control of any such legal defense while requiring user cooperation.
Under this clause, users are financially responsible for claims and legal costs Asana incurs as a result of the user's platform activity, content submissions, or legal violations. The agreement further requires users to cooperate if Asana elects to control the defense of any such dispute.
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