Governance document

CA-D-000711

Smartsheet Terms of Service

Smartsheet

Last change detected July 22, 2026 Terms of service

SHA-256: 1f2b2103d4bc0d34dae… 2 versions captured 1 change documented

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This page describes what the document states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability may vary by jurisdiction. Methodology

109 Total

53 High severity

49 Medium severity

7 Low severity

Key Facts

What basis does Smartsheet provide AI outputs from its Online Services on?

Smartsheet provides AI outputs from its Online Services on an as-is basis without warranties and states that those outputs do not constitute professional advice.

Does Smartsheet provide warranties for AI outputs from its Online Services?

Smartsheet provides AI outputs from its Online Services on an as-is basis without warranties and states that those outputs do not constitute professional advice.

What does Smartsheet cap each party's total liability under the agreement at?

Smartsheet caps each party's total liability under the agreement at the fees paid by the customer for the specific services giving rise to the liability during the twelve months prior to the date the liability arose.

When must written notice of non-renewal be provided?

Smartsheet automatically renews subscription-based services for successive one-year terms unless either party provides written notice of non-renewal at least thirty days before the end of the current term or an order expressly provides otherwise.

What must the customer defend Smartsheet and its affiliates, officers, directors, and employees against?

Smartsheet requires the customer to defend Smartsheet and its affiliates, officers, directors, and employees against claims arising out of customer content or the customer's use of Smartsheet properties in violation of applicable law.

What claims must the customer defend Smartsheet against?

Is the customer responsible for users' access to and use of the Smartsheet properties?

Smartsheet makes the customer responsible for users' access to and use of the Smartsheet properties, including requiring users to provide human oversight before making business decisions based on or relying on AI.

Must users provide human oversight before making business decisions based on AI?

How does Smartsheet govern its processing of personal data within customer content?

Smartsheet governs its processing of personal data within customer content through the terms of the Data Processing Addendum published as of the start date of the term, unless the parties have agreed otherwise in writing.

What terms govern Smartsheet's processing of personal data within customer content?

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1 important change detected

2 versions captured · Last updated: July 2026

July 22, 2026

low

What changed Smartsheet revised a sentence in the Professional Services termination clause to add the missing word 'if' between 'to the other party' and 'is in material breach'. The original text read 'to the other party is in material breach', which was grammatically incomplete. The updated text reads 'to the other party if the other party is in material breach', clarifying the conditional trigger for termination. This correction does not change the operative meaning of the termination provision but fixes a grammatical error that could have created ambiguity about when termination is permitted.

Why this matters This change corrects a grammatical error in the Professional Services termination clause. The updated text now clearly states that 'Either party may terminate a Professional Service by written notice to the other party if the other party is in material breach of an obligation related to the Professional Services and does not cure such breach within thirty (30) days after receiving notice of the breach.' The added word 'if' clarifies the conditional logic for termination but does not change the substantive rights or obligations related to professional services termination.

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Featured, High severity

Aggregate Liability Cap at Twelve Months Fees Compare →

The cap limits the maximum financial recovery available to the customer regardless of the size of actual harm suffered, tying recovery to a backward-looking fee amount that may be far smaller than the damage incurred.

Added July 12, 2026 Standard Seen across 287 platforms
AI Output As-Is No Professional Advice Disclaimer Compare →

The customer bears all risk associated with relying on AI-generated outputs, with no warranty protection and an explicit exclusion of professional-advice status.

Added July 12, 2026 Standard Seen across 217 platforms
Automatic Annual Renewal of Subscription Services Compare →

Failure to provide timely written notice locks the customer into another full year of service and associated fees, making the renewal deadline operationally critical.

Added July 12, 2026 Standard Seen across 297 platforms
Customer Indemnification of Smartsheet Parties Compare →

The customer bears the cost and burden of defending Smartsheet against third-party claims tied to the customer's own content or unlawful conduct, creating direct financial and legal exposure for the customer.

Added July 12, 2026 Standard Seen across 229 platforms
Customer Responsibility for User Actions Compare →

The customer cannot disclaim liability for user conduct by pointing to individual users; the customer is accountable for all user activity and must actively enforce human-oversight requirements around AI use.

Added July 12, 2026 Standard Seen across 297 platforms
Disclaimer of All Implied Warranties Compare →

The customer cannot rely on any implied warranty to support a claim against Smartsheet for service quality, legal compliance, or accuracy, removing a significant layer of default legal protection.

Added July 12, 2026 Standard Seen across 287 platforms
DPA Governs Personal Data Processing Compare →

The version of the Data Processing Addendum at term start is locked in as the governing document for personal data processing, which determines the customer's data protection rights and Smartsheet's obligations for the entire term.

Added July 12, 2026 Standard Seen across 279 platforms
Exclusion of Consequential and Indirect Damages Compare →

The exclusion eliminates the largest categories of damages that typically arise from service failures, meaning the customer cannot recover for lost business value, operational disruption, or other downstream losses regardless of the cause.

Added July 12, 2026 Standard Seen across 287 platforms
Fee Acceleration Upon Customer Breach Termination Compare →

A customer whose service is terminated for uncured breach faces an immediate lump-sum obligation for all fees that would have accrued for the rest of the term, rather than being released from future payment.

Added July 12, 2026 Standard Seen across 231 platforms
Online Services Warranty Cure and Refund Remedy Compare →

This provides the customer with a concrete, time-bound remedy—termination and fee refund—when Smartsheet fails to cure a service warranty failure, establishing the outer limit of what the customer can recover in that scenario.

Added July 12, 2026 Standard Seen across 179 platforms
Orders Non-Cancelable Fees Non-Refundable Compare →

The customer has no general right to cancel an order or recover fees; any refund or cancellation right must be expressly identified elsewhere in the agreement, making those rights narrow and limited.

Added July 12, 2026 Standard Seen across 231 platforms
Prohibition on Commercial Resale or Sublicense Compare →

The prohibition prevents the customer from monetising or redistributing access to Smartsheet's platform in any form, limiting use strictly to internal or authorised purposes.

Added July 12, 2026 Standard Seen across 282 platforms