The Smartsheet User Agreement is the contract that governs access to and use of Smartsheet Inc. Services. It applies when a customer accepts it electronically or enters into an Order that incorporates it.[1] The version cited here was last updated on 2026-04-03. The page lists archived versions going back to 2014.[1] The Agreement incorporates the Policies: the Limits Policy, Acceptable Use Policy, Support Policy and Travel and Expense Policy, “as updated by Smartsheet from time to time”.[1] The Limits Policy, last updated on 2024-06-24, defines the Unit and governs reassignment of seats and Smartsheet’s right to assess usage.[2]
Editions
The Agreement does not distinguish plans. It covers Online Services (including AI capabilities), Professional Services and Free Services.[1] A Smartsheet Supplement may add or amend terms based on the customer’s region, entity type or use of certain Online Services. Downloadable software covered by its own end-user licence agreement is not governed by the User Agreement.[1]
Metrics
A User is “any individual permitted or invited by Customer or another User to access and use Online Services available to Customer under an Order”.[1] The Limits Policy defines a Unit as something that “means a unit of access to or use of a Service”. An Assigned Unit is a Unit assigned to a User through a login credential or other unique identifier.[2] The seat types that implement these units on current plans (Member, Provisional Member, Contributor and Guest) are defined in the Help Center. See Smartsheet user model and true-up.
Counting / floors
Grant (s.1.1). Smartsheet grants “a worldwide, non-exclusive, non-transferable right to access and use Smartsheet’s Services” during the Term and for the customer’s own business purposes. Users may exercise these rights.[1] Catalog proof: Access right is non-exclusive, non-transferable and limited to the Term.
Restrictions (s.1.2). Use is subject to the restrictions in an Order, the Documentation and the Policies “published as of the Term’s start date”.[1] The customer will not commercially sell, resell, license, sublicense, distribute or frame the Smartsheet Properties. It also will not let more than one individual use a set of User login credentials.[1] Catalog proof: No resale or sublicensing of Smartsheet Properties; One individual per set of login credentials.
Authorized quantity (Limits Policy s.2(a)). “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.”[2] Catalog proof: Use is limited to the Units authorized by the Order.
Reassignment (Limits Policy s.2(b)). “Customer will not reassign an Assigned Unit to another User”. The exception applies where there is no shared overlapping use: the Unit may be moved temporarily to cover a leave of absence, after which it returns to the original User, or persistently to replace a User who changes, leaves or is removed from their position.[2] As commentary: the Help Center lets System Admins downgrade and upgrade seats freely, but rotating one paid seat among several active people would conflict with this clause. Catalog proof: Assigned Units may be reassigned only for leave or replacement.
Affiliates (s.9.5). A customer’s Affiliates may order under the Agreement, but “Each Order is a separate contract between Smartsheet and the Affiliate”. The Affiliate is the Customer for that Order.[1] Catalog proof: Each Affiliate Order is a separate contract.
Fees and payment
“All Orders are non-cancelable and Service fees are non-refundable except as specifically and explicitly set forth in this Agreement.” Subscription fees are invoiced annually in advance, and fees for the entire Term of an Order “are committed and outstanding until paid”.[1] Fees “may also accrue based on provision of Users, consumption of credits, resolution of tasks, or other measured uses”. This is the clause under which Members added at a true-up are billed.[1][4] Payment is due in US dollars net 30 days, by electronic means, unless agreed otherwise. Smartsheet may charge a late fee of 1.5% per month on past-due amounts.[1] Catalog proof: Orders are non-cancelable and subscription fees are invoiced annually in advance; Fees may accrue from provisioned Users and measured use; Payment net 30 days with late fees.
The pricing page FAQ says a customer can “add or remove users, purchase more licenses, or cancel your subscription at any time”, subject to the User Agreement. That makes the Agreement’s non-cancelable Order clause the controlling text.[3]
Term, renewal and price changes
Renewal of units (s.10.1). Unless an Order says otherwise or a party gives written notice of non-renewal at least 30 days before the end of the Term, “the total number of units purchased, provisioned, or otherwise used during the Term for each subscription-based service will automatically renew for successive one (1) year renewal terms” (capitalized in the original). Non-subscription and one-time Services do not renew.[1] As commentary: this wording carries every seat added during the Term, including seats added through provisional conversion, into the renewal quantity. A customer that wants to renew fewer units must give notice or agree a new Order. Catalog proof: Renewal carries forward all units purchased, provisioned or used.
Price increases (s.9.3). Smartsheet may increase prices, “including unit rates or other variable pricing metrics”, for a Renewal Term by written notice before it starts. If the units renewing are equal to or greater than those purchased, provisioned or used during the Term, the notice must be given at least 45 days before the Renewal Term. “Credits and promotional or one-time pricing for the Term do not apply to the Renewal Term.”[1] Catalog proof: Renewal price increases need notice, 45 days when units do not fall.
Revisions (s.11.14). Smartsheet may publish an Updated Agreement during the Term. Continued use is acceptance unless the customer objects in writing within five days of publication. In that case, the update applies from the start of the Renewal Term.[1] Catalog proof: Revised User Agreement applies unless the customer objects within five days.
Precedence (s.11.7). “In the event of any conflict between this Agreement and any Order, this Agreement will govern and control unless the Order expressly and specifically overrides terms or conditions of this Agreement.” Terms in customer purchase orders and vendor registration forms are void.[1] Negotiated terms in an Order therefore need explicit override language to take effect. Catalog proof: The User Agreement prevails over an Order unless the Order expressly overrides it.
Suspension and termination
Smartsheet may suspend access immediately if a payment is more than 15 days overdue. It may also do so if the customer has breached the s.1.2 restrictions, or is reasonably suspected on documented evidence of having breached them.[1] Either party may terminate for a material breach left uncured for 30 days after notice. If Smartsheet terminates for the customer’s breach, “all committed and outstanding fees for each terminated Service’s Term will accelerate and become immediately due”. If the customer terminates for Smartsheet’s breach, prepaid fees for the remaining Term are refunded.[1] After termination or expiration, the customer may request 30 days of read-only access to download its content. Smartsheet deletes Customer Content within 180 days.[1] Catalog proof: Access may be suspended 15 days after a missed payment or on breach of restrictions; Termination for customer breach accelerates the remaining fees.
Assignment (s.11.2). Either party may assign the Agreement and Orders in a merger or similar transaction, or to an acquirer of substantially all of its assets, equity or business. Otherwise, assignment needs the other party’s advance written consent.[1] Catalog proof: Assignment needs consent except in a merger or asset sale.
Assessments (audit)
The Limits Policy contains Smartsheet’s audit mechanism, which it calls an Assessment.
- “At any time”, Smartsheet may assess the customer’s and its Users’ access and use against the limits and restrictions of the subscription plan and purchases. On written request, the customer must provide reasonable assistance to verify the Assessment and “any information or written documentation Smartsheet may require” about User access and use (s.3(a)).[2]
- Smartsheet may then send written notice, including by email. The notice either directs the customer to modify or discontinue use, or states that the unauthorized use cannot be cured that way (s.3(b)).[2]
- After a notice to modify, the customer has 30 days to adjust. If it does not, or if the use cannot be cured, Smartsheet “may issue an invoice for the additional capacity of a Service at standard Unit rate pricing” (s.3(b)).[2]
- If the Term has already ended, unauthorized use during it may be invoiced “in arrears for such usage on a pro rata basis at standard Unit rate pricing” (s.3(b)).[2]
- Smartsheet may also suspend Users’ accounts or disable Capabilities immediately as a mitigating action (s.3(c)). Any delay in enforcement “will not be deemed as acceptance or approval” of the unauthorized use (s.3(d)).[2]
As commentary: the Assessment clause sets no notice period, frequency limit or cost-shifting threshold. Pricing is “standard Unit rate pricing” rather than any discounted rate in the customer’s Order. Most day-to-day reconciliation of user counts happens through the true-up process in the Admin Center instead. See Smartsheet user model and true-up. Catalog proof: Smartsheet may assess use at any time and the customer must assist; Thirty days to cure, then invoicing at standard Unit rates; Unauthorized use found after the Term is billed in arrears. For the general discipline see software license audit.
Free Services
Free Services are Services offered with a clear written notice that they are free, on a trial basis or at the customer’s own risk. They have no support, warranty or availability commitment and may not include all paid features. Smartsheet may terminate them at any time, and “data, information, and content submitted to a Free Service may be permanently lost”.[1] Catalog proof: Free Services carry no commitments and data may be lost; program free trial and Free Services.
Virtualization & partitioning
Not applicable. The Agreement grants access to hosted Services, counted per User or Unit.[1]
Cloud / BYOL
Not applicable. Third Party Products used with Smartsheet are governed by the third party’s own terms and are not Services.[1]
Programs
The incorporated Smartsheet Policies and the Free Services clause are the only program-like constructs in the Agreement. Commercial programs such as the Customer Loyalty Benefit are described outside it.
Out of scope
- The Data Processing Addendum, Security Practices, Service Level Agreement and Business Associate Agreement.
- The Smartsheet Supplement for U.S. government, education, Event Reporting, Bridge and Japan customers.
- The Mobile and Downloadable Software end-user licence agreements and the Developer Agreement.
- Professional Services terms and the Travel and Expense Policy.