Limits Policy

This Limits Policy applies to Customer’s and its Users’ access to and use of Smartsheet Inc. and its affiliates (collectively, “Smartsheet”) services and applications (“Services”) as specified below.

1.      Definitions. 

• "Agreement" means the agreement between Customer and Smartsheet incorporating this Limits Policy.
• "Assigned Unit" means a Unit that is assigned to a User through a login credential or other unique identifier. 
• “Customer” means the individual or legal entity that executes or accepts an Order or registers for free trial access to and use of a Service.
• “Capability” means any function or feature of a Service, including but not limited to those specified at www.smartsheet.com/platform/capabilities.
• “Documentation” means documentation provided by Smartsheet on the Site that is uniformly available and applicable to all Smartsheet customers and relates to the then-current operation and use of the Services, including help articles, product manuals, operating instructions, and release notes, each as updated by Smartsheet from time to time.
• “Order” means a mutually executed ordering document or SOW between Smartsheet and Customer, or online order placed by Customer and issued or otherwise approved in writing by Smartsheet, that incorporates the Agreement by reference and specifies the Services that Customer is authorized to access and use and their cost.
• “Site” means Smartsheet’s website at www.smartsheet.com and any website linked from such website that is owned or controlled by Smartsheet, including but not limited to www.smartsheet.com/legal and help.smartsheet.com.
• “Term” means the then-current period of authorized access and use of a Service specified on an Order or under the Agreement.
• “Unit” means a unit of access to or use of a Service.
• “User” means any individual permitted or invited by Customer or another User to access and use online Services available to Customer under an Order and the terms of the Agreement.  

2.      Limits on Access and Use. 

• (a)    Capacity and Capabilities. Customer and its Users will access and use Units and Capabilities of the Service only for the period and up to the number authorized under an Order or by applicable Documentation.
• (b)    Reassignment. Customer will not reassign an Assigned Unit to another User; provided, however, that if there is no shared overlapping use among Users, Customer may reassign an Assigned Unit to another User anytime: (i) on a temporary basis to cover a User’s leave of absence, in which case, immediately upon return, the original User is reassigned such unit; or (ii) on a persistent basis to replace a User that changes, leaves, or is removed from their position or job responsibilities. 

3.      Assessments.

• (a)    At any time, Smartsheet may assess Customer’s and its Users’ access and use of the Services against the applicable limits and restrictions of Customer’s subscription plan and purchases of Services (an “Assessment”). On Smartsheet’s written request, Customer shall provide (i) reasonable assistance to Smartsheet to verify its Assessment and (ii) any information or written documentation Smartsheet may require from Customer related to User access and use.  
• (b)    In conjunction with an Assessment, Smartsheet may provide written notice (including via email) either: (i) directing Customer to modify or discontinue certain access and use to comply with applicable limits and restrictions; or (ii) indicating that Customer’s unauthorized access and use cannot be cured through modification or discontinuance. Upon receipt of such written notice directing Customer to modify or discontinue, Customer shall have thirty (30) days to adjust its access and use accordingly. If Customer fails to bring its access and use into compliance after such period or the unauthorized access or use cannot be cured, then Smartsheet may issue an invoice for the additional capacity of a Service at standard Unit rate pricing that will bring Customer into compliance with applicable limits and restrictions and Customer shall pay such invoice in accordance with the Agreement. If a Term has ended, and Smartsheet discovers there was unauthorized usage during the Term, Smartsheet may issue an invoice in arrears for such usage on a pro rata basis at standard Unit rate pricing.
• (c)    Notwithstanding anything to the contrary herein or in the Agreement, in the event an Assessment reveals unauthorized access or use, Smartsheet may take any mitigating or remedial action it deems necessary, including but not limited to immediately suspending Users’ accounts or disabling any Capability, to prevent disruption of the Services or to protect the legal rights and safety of Smartsheet and its customers and users and the general public.  
• (d)    Smartsheet’s refrain from or delay in sending any written notice or enforcing its rights under this Limits Policy will not be deemed as acceptance or approval of any unauthorized access or use. 

4.      Policy Modifications.

Smartsheet reserves the right to modify or update this Limits Policy from time to time, with such revisions applicable immediately unless otherwise stated in the Agreement.

Last Updated: June 24, 2024