Notion has updated its Master Subscription Agreement effective April 2, 2026. For existing Customers, these updates will apply beginning on May 1, 2026. For new Customers, these updates apply immediately. To view the previous version of Notion's Master Subscription Agreement, click the link below 👇
This Agreement sets forth the terms and conditions between Customer (as defined in the paragraph below) and Notion Labs, Inc. (“Notion,” “we,” “our,” or “us”) which govern Customer’s and its Affiliates’ access and use of Notion’s Services. Notion and Customer may individually be referred to as a “party” and collectively “the parties.” The Agreement is effective as of the date that you sign up for any Service online or submit an Order Form that references this Agreement (the “Effective Date”).
By accepting this Master Subscription Agreement (“Agreement”), either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the customer indicated on the Order Form (if applicable) or the organization, business, or other legal entity for which you act (“Customer,” “you,” or “your”); and (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
Many organizations, such as businesses, use Notion’s Services. If you are accessing or using the Service on behalf of an organization, then your organization is legally and financially responsible for your access to and use of the Service as well as for the use of your Notion account by others affiliated with the organization, including any employees, agents or contractors. For the avoidance of doubt, the organization, company, or other legal entity for which you act will be considered the “Customer” under this Agreement. Further, if a Workspace is created by an administrative User that uses an Organization Email and such Workspace maintains an administrative User whose account uses an Organization Email, that organization may gain access to Account Information associated with such Workspace or may claim control and ownership of such Workspace. If you are accessing the Services for personal use only (i.e. not in connection with an organization, business, or other legal entity), your use of the Services is governed by the Personal Use Terms of Service.
Table of Contents
Table of ContentsDefinitionsGeneral Terms and Conditions1. Services2. Use of the Services.3. Ownership of Intellectual Property; License Grant; Restrictions.4. Subscription Fees; Taxes.5. Warranties.6. Confidentiality.7. Privacy and Security.8 Indemnification.9. Limitation of Liability.10. Term and Termination.11. Beta Services; Free Trials.12. Compliance with Trade Controls.13. General.
Definitions
“Account Information” means information about your Notion account, including information that you and your Users provide to Notion in connection with (1) the creation or administration of your Notion account; or (2) Notion’s maintenance of your account or the Services. For example, Account Information includes names, usernames, passwords, phone numbers, email addresses, Workspace name, Usage Data related to Notion Credit usage, support communications, billing information, and usage information associated with your Users and Notion account.
“Add-on” means enhanced features, services, or additional usage offerings that are purchased separately and provide extra functionality or usage rights. Add-ons are subscription-based and when purchased attach to and are coterminous with the corresponding Service subscription and Subscription Term unless otherwise agreed to at time of purchase.
“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
“Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement, and that is conspicuously marked, or orally, and if applicable, visually stated as confidential or would normally be considered confidential information by a reasonable party under the circumstances. Without limiting the generality of the foregoing, Customer Data constitutes Customer Confidential Information. “Confidential Information” does not include information that Recipient can document: (1) is independently developed by Recipient; (2) is rightfully given to Recipient by a third party without confidentiality obligations; or (3) becomes public through no fault of Recipient. Notion’s Confidential Information includes non-public information regarding features, functionality, performance, and pricing of the Services, the Documentation, API(s), and other Notion products or services (whether released or unreleased), including without limitation product roadmap information and research and development plans and designs.
“Customer Data” means all data stored by or on behalf of Customer or at Customer’s direction in the Services. Customer Data does not include Account Information. Notion sometimes refers to “User Content” in its policies and Documentation. To the extent User Content is stored in or transferred into a Customer Workspace, such User Content shall be considered Customer Data.
“Documentation” means Notion-provided user and other materials and documentation relating to the Services (e.g. user guides), including as found at https://www.notion.so/help (or successor site), as may be updated by Notion from time to time. Documentation does not include content published in user or community forums.
“Force Majeure Event” means any circumstances beyond Notion’s reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Notion’s employees), Internet service provider failure or delay, Non-Notion Services failure, or acts undertaken by third parties, including without limitation, any denial of service attack or third party domain name system event.
“Gallery” means any Notion managed online directory or interface within the Services where Templates, applications, or integrations that interoperate with the Services are made available to Users. This may include any collection of Templates or integrations whether User generated, Notion created, or third party created. Gallery excludes any third party platform where Templates, applications, or integrations for use in the Services are made available.
“Intellectual Property Rights” means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, database rights (including sui generis rights), and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
“Non-Notion Service(s)” means any service, connection, data, Template, software, application, or integration that interoperates with the Service that is provided or made available by Customer or a third party, including those provided through a Gallery or a third party. Customer may enable connections to Non-Notion Services within the Services or through a third party service (such as when using a Model Context Protocol (MCP) connector). Non-Notion Services include embedded content where the Services may display a preview or link to the content, but does not store the content from the third party service.
“Organization Email” means an email address provisioned by Customer.
“Order Form” means any Notion ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth the Services accessed by the Customer under this Agreement and any relevant pricing.
“Professional Services” means any implementation, configuration, training, data migration, consulting, or similar services provided by Notion to Customer, as may be further described on our website or in an applicable Order Form or Statement of Work.
“Service(s)” means Notion’s online software-as-a-service platform and services to which you subscribe pursuant to a Subscription Plan as set forth in an Order Form, including any related APIs provided by Notion, together with all related mobile and desktop applications, and Add-ons to which you subscribe. “Services” exclude Non-Notion Services.
“Subscription Fees” means all fees associated with the Services and any Add-ons as set forth in the Order Form.
“Subscription Plan” means the applicable subscription level of packaged functionality and services and limitations as detailed on Notion’s website and in the applicable Documentation.
“Subscription Term” means the period during which you have agreed to subscribe to a Service as specified in the applicable Order Form.
“Supplementary Terms” means additional terms and conditions that apply to your access and use of certain features or functionality when you purchase, use, or enable such features or functionality. For example, Notion may present you with Supplementary Terms if you purchase or enable an Add-on. A list of Supplementary Terms can be found here and are incorporated into this Agreement at the time of the applicable use or purchase of the applicable features or functionality.
“Template” means any pre-configured version of the Service that is made available for download, purchase, or use. Templates may be made available through the Gallery by Notion or may be made available by third parties through the Gallery or third party websites. If a Template is created and maintained by Notion, it is a Notion Template. If a Template is provided by a third party, such Template is a Non-Notion Service.
“Usage Data” means information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer’s and Users’ use of the various features and functionality of the Services and analytics and statistical data derived therefrom). Usage Data may also be considered Account Information where the applicable data is gathered to measure usage of the Service in order to administer the business relationship between the parties, including for the purposes of billing and invoicing.
“User” means any individual who is authorized to access the Services by Customer. Notion may provide different categories of Users, such as Full Members and Guests, depending on the Subscription Plan to which you subscribe and the permissions you set.
“Workspace” means the separated sections of the Service where Users may submit, post or modify Customer Data. Workspaces have different tiers that have different features and functionality as specified in the Documentation.
General Terms and Conditions
1. Services
1.1 Subscriptions. Customer and its Affiliates may subscribe to Services by executing an Order Form. Unless otherwise specified, all Order Forms shall be governed by this Agreement. Notion grants access to the Services pursuant to subscriptions. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each subscription, including any Add-on subscriptions, shall automatically renew for a period equal in duration to the then expiring Subscription Term unless either party notifies the other in writing that it will not renew any subscription at least thirty (30) days prior to the end of the then-current Subscription Term.
1.2 Subscription Plans; Add-ons. Notion will provide the Services to you according to the Subscription Plan to which you subscribe. Additional features, functionality, or usage rights may be made available in the form of Add-ons. If you subscribe to any Add-on, the Subscription Term for such Add-on shall be coterminous with your Subscription Term for the Service.
1.3 Provision of and Access to the Services. Notion will make the Services available to Customer pursuant to this Agreement and the applicable Order Form, and grants to Customer a worldwide, non-exclusive, non-transferable (except to the extent set forth in Section 13.4), non-sublicensable right during the Subscription Term to use the Services in accordance with this Agreement, the applicable Subscription Plan and Documentation, and solely in connection with Customer’s business operations. Customer may allow its Users and Affiliates to use the Services subject to the foregoing. Notion will comply with all laws applicable to its provision of the Services and to Notion’s role as a software-as-a-service provider. Notion will make the Services available in accordance with the Service Level Terms. Notion may modify or update the Services from time to time in its sole discretion.
1.4 Support. We typically provide technical support to you via electronic mail 24 hours a day, 7 days a week. You may initiate a help desk ticket by messaging in app or by emailing [email protected].
1.5 Subcontractors. We may use subcontractors or other third parties to perform our obligations and exercise our rights under this Agreement. We will remain responsible for all such subcontractors’ acts and omissions to the same extent as if they were our own.
1.6 Notion Gallery and Non-Notion Services. You may enable Non-Notion Services through the Gallery or through your own configuration. Some Non-Notion Services will be available via the Gallery at no charge and others for a cost. If you decide to enable, access or use Non-Notion Services, your access and use of such Non-Notion Services shall be exclusively governed by your agreement, including any applicable privacy and/or data processing agreements, with the provider of the Non-Notion Service. Further, some Non-Notion Services may require Notion to provide certain Customer Data to the applicable Non-Notion Service provider, and in such cases Notion considers your enablement, access or use of the Non-Notion Service as authorization for Notion to transfer such Customer Data and Account Information to the third-party provider of the Non-Notion Service in accordance with the functionality of such Non-Notion Service. Notion does not warrant, maintain or support Non-Notion Services. The Services may contain features designed to interoperate with Non-Notion Services, including through the Gallery. Notion cannot guarantee the continued availability of such features or any Non-Notion Services, and Notion may stop providing features of or listings within the Gallery, without prior notice to you, if for example and without limitation, the provider of a Non-Notion Service ceases to make the Non-Notion Service available for interoperation with the corresponding Service features in a manner acceptable to Notion. The failure of the Non-Notion Service provider to support or maintain the Non-Notion Service will not entitle you to any refund of fees paid from Notion, if any, for the Service or a Non-Notion Service. If you purchase a Non-Notion Service, Notion may show up as the merchant of record on your transaction records for the charge; however, Notion’s sole responsibility is to process the charge as a commercial agent of the third party provider of the Non-Notion Service).
1.7 Notion API. We may offer an application programming interface that provides additional ways to access and use the Service (“API“). Such API is considered a part of the Service, and your use of the API is subject to the terms of this Agreement. Further, should you use the API to develop functionality that you make available to third parties, your use of the API is subject to Notion’s then-current Developer Terms. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
1.8 Responsibility for Systems. Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.
1.9 Account Information. We may collect Account Information about your use of the Services and about Users that Users (or Customer): (i) provide to Notion in connection with the creation or administration of their account; or (ii) generate in connection with their use of the Services. We will process Account Information that includes personal information in accordance with our Privacy Policy. Customer acknowledges and agrees that certain Subscription Plans may require monitoring of Account Information during the Subscription Term in order to reconcile the number of Users and/or usage of the Services with Customer’s then-current Subscription Plan.
1.10 Professional Services. Notion’s Professional Services Addendum is incorporated herein by reference. The Professional Service Addendum applies any time Notion provides Professional Services to you under a Statement of Work or Order Form.
2. Use of the Services.
2.1 Use Restrictions. Customer will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, or lease the Services or Documentation to any third party (including using the Services to provide business process outsourcing services), or otherwise allow anyone other than Users to use the Services or Documentation; (2) use the Services or API in order to circumvent Subscription Fees or in a way that would violate the applicable Subscription Plan, Documentation, or this Agreement; (3) circumvent or disable any security or other technological features of the Services; (4) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law); (5) modify, translate, or create derivative works based on the Services or Documentation; (6) remove any proprietary notices or labels from the Services; (7) use the Services in a manner that violates or attempts to circumvent applicable law; (8) access the Services for the purpose of building a competitive product or service or copying its features or user interface; (9) use the Services for evaluation, benchmarking, or other comparative analysis intended for publication without Notion’s prior written consent; (10) except as agreed upon in writing by Notion, use the Service to store or transmit personal health information (as defined under the Health Insurance Portability and Accountability Act of 1996); (11) use the Service to store or transmit cardholder data (as defined under the Payment Card Industry’s Data Security Standards); (12) access or use the Services in any manner designed to circumvent the unique identity requirement for Users; (13) access or use the Services in any manner that temporarily and superficially reduces the number of Users in order to circumvent Subscription Plan limitations; (14) access or use the Service in violation of Section 12; or (15) use the Services, including to store or transmit Customer Data, in a manner that violates Notion’s Content & Use Policy. When you use the Service’s domain management functionality, you agree that you are responsible for ensuring that your use complies with all applicable laws and any policies you maintain, including those involving employee privacy. If we reasonably suspect that you or your Customer Data are in violation of the foregoing, we may investigate that violation and suspend or terminate your access to the Services.
2.2 Authorized Users; Accounts; Customer Responsibilities. Customer is responsible for all actions and inactions by its Users as if such action or inaction were an action or inaction of Customer. Customer is responsible for providing true and accurate information when registering a Notion account and keeping such information, including billing information, up to date. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of any login credentials, and is responsible for all activities that occur on or through Customer’s account and its Users’ accounts. Customer will not, and will not permit Users to, share User account credentials, or use them in multiple locations at the same time. Customer acknowledges that it is solely responsible for maintaining its configurations of the Services, including its sharing and permission settings. Each User must use a unique identity to access and use the Services, and may access the Services only to the extent purchased by Customer and in accordance with the applicable Subscription Plan.
2.3 Usage in excess of Subscription Plan limits. If your use of the Services exceeds the limitations applicable to your Subscription Plan, Notion will use commercially reasonable efforts to notify you of such excess usage. If your excess usage persists following notification from Notion, Notion may take actions to bring your use of the Service into compliance with your Subscription Plan, including requiring that you execute an Order Form or otherwise purchase additional usage to account for such excess usage, and failure to do so in a reasonably prompt timeframe may result in Notion suspending or terminating Users’ access to the Services, provided that Notion will use reasonable efforts under the circumstances to narrowly tailor such suspension or termination to such excess usage. Notion will restore access to the Services if the reason giving rise to such suspension has been resolved in Notion’s reasonable opinion.
3. Ownership of Intellectual Property; License Grant; Restrictions.
3.1 Customer Data. As between Customer and Notion, Customer retains all right, title, interest and ownership of the Customer Data, including all Intellectual Property Rights therein. No ownership rights in the Customer Data are transferred to Notion by this Agreement. Customer hereby grants Notion a worldwide, non-exclusive, limited-term, royalty-free, , sublicensable (to Notion’s third-party service providers) license to host, transfer, use, display, reproduce, and (solely to the extent that any reformatting or modifying Customer Data within the Services constitutes a derivative work) create derivative works of, Customer Data solely in order to provide the Services to Customer, ensure proper use and operation of the Services and to fulfill Notion’s obligations in the Agreement. At any time during the Subscription Term, Customer may export Customer Data from the Services using Notion’s self-service export functionality in an industry-standard format then-supported by the Services and as specified in the applicable Documentation.
3.2 Ownership by Notion. Notion and its licensors retain all right, title, interest and ownership of the Services, Documentation, API, Usage Data, and Notion’s websites, including all Intellectual Property Rights therein. No ownership rights in the foregoing are transferred or granted to Customer by this Agreement except for the limited express rights granted in this Agreement.
Feedback. If Customer provides Notion feedback, questions, ratings, comments, or suggestions concerning the Services (collectively, “Feedback”), Customer hereby assigns to Notion all right, title, and interest in and to the Feedback, and agrees that Notion is free to use the Feedback without payment, attribution, or restriction. Feedback does not include Customer Data unless Customer shares feedback, questions, ratings, comments, or suggestions in the form of Customer Data. Notion acknowledges Feedback is provided on an ‘as is’ basis without warranty of any kind.
Usage Data. Notion may (i) collect, analyze and otherwise process Usage Data internally for its business purposes, including for the purposes of security and analytics, to improve and enhance the Services, to measure product usage, and for other development, diagnostic and corrective purposes in connection with the Services or other Notion products or services; and (ii) disclose Usage Data to third parties only in an aggregated and/or de-identified form and in a manner that does not identify Customer or any of its Users.
4. Subscription Fees; Taxes.
4.1 Subscription Fees. The applicable Subscription Fees shall be as specified in the Order Form. Unless otherwise specified in an Order Form, the Subscription Fees applicable to any renewal Subscription Term shall be Notion’s standard Subscription Fees for the applicable Subscription Plan in effect at the time such subsequent Subscription Term commences. Except as expressly set forth in this Agreement, Order Forms are non-cancelable and Subscription Fees are nonrefundable. Customer’s use of the Services are subject to the rights and limitations in the applicable Subscription Plan and the Documentation. Some features are provided pursuant to a usage based subscription model. You acknowledge and agree that if you exceed the usage permitted by your Subscription and Subscription Plan: (i) you may be required to upgrade your Subscription Plan or purchase additional usage to continue accessing and using such feature(s); and (ii) Notion may disable or degrade performance of such features.
4.2 Downgrades Prohibited. You may not downgrade your Subscription Plan or reduce the number of Users during any Subscription Term. If you desire to downgrade your Subscription Plan or reduce the number of Users under any Subscription Plan for a subsequent Subscription Term, you must provide Notion with sixty (60) days’ written notice prior to the end of your then current Subscription Term. Downgrading your Subscription Plan may cause loss of content (e.g., page histories or audit logs), features, or capacity of the Service and Notion is not responsible for such loss. Customer is solely responsible for reviewing the features of the Subscription Plan to which they downgrade.
4.3 Invoicing and Payment. Unless a different payment term is specified in an Order Form, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any Subscription Fees, Notion may, in addition to any other rights or remedies available under this Agreement, at its sole discretion: (i) suspend Customer access to the Services; or, (ii) continue to provide the Services, for a period solely determined by Notion, in anticipation of full and prompt payment by Customer. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. Notion shall be entitled to reimbursement for any costs associated with the collection of any past-due balance.
4.4 Taxes. You are responsible for paying all other taxes assessed in connection with your subscription to the Services. Unless otherwise stated with respect to terms and conditions for a specific Subscription, all stated prices are exclusive of, and may not be reduced to account for, any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon this Agreement. We will invoice you for such Taxes if we believe we have a legal obligation to do so unless you present an exemption certificate acceptable to the taxing authorities. You will not be liable for taxes imposed on Notion based on Notion’s income, property, or employees.
4.5 Domain Management. The Services include functionality whereby your account administrators may manage Workspaces that are associated with email addresses provisioned by their organization, including to claim control and ownership of Workspaces where the Workspace is both (i) created by a User that is registered for Notion with an email address provisioned by you; and (ii) where a User that is registered for Notion with an email address provisioned by you is listed as an administrator. When your Account administrators claim such Workspace, you acknowledge that you assume all rights and obligations associated with that Workspace, including the obligation to pay Subscription Fees for any additional Users resulting from such claimed Workspace. You acknowledge that this account administration functionality will allow you to view Workspaces your employees may have created or joined for their own purposes and to take action, such as removal, of Your Users from such Workspaces. You hereby agree that you are responsible for such actions.
4.6 Resale Customers. If you are purchasing the Services through a third-party reseller (“Notion Reseller”), you will pay all fees due for your use of the Services directly to the Notion Reseller in accordance with your agreement with the Notion Reseller (“Reseller Agreement”). You acknowledge the Reseller Agreement is non-binding on Notion (apart from the obligations set forth in this Agreement) and that Notion Reseller is not authorized to modify the terms of this Agreement or make any representations or promises on Notion’s behalf. If you breach your payment obligations to the Notion Reseller and fail to cure such breach within the time period specified in the Reseller Agreement, the Notion Reseller or Notion may suspend or terminate the provision of the Services to you upon written notice. Notion may also suspend or terminate the provision of the Services to you upon written notice if Notion Reseller fails to pay to Notion the corresponding payment if Notion Reseller does not cure such failure to pay within the time period specified in Notion’s agreement with Notion Reseller. If you are entitled to a refund or service credits under this Agreement, then, unless Notion otherwise specifies, Notion will provide such refund or service credits to Notion Reseller, who will be solely responsible for providing the service credits or refunding the appropriate amounts to you.
5. Warranties.
5.1 Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly authorized, executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; and (2) the execution, delivery, and performance of this Agreement by the executing party does not violate the terms of any other agreement to which it is a party or by which it is otherwise bound.
5.2 Notion Warranties. Notion warrants that during the applicable Subscription Term:
(a) the Services will function substantially in accordance with the Documentation; and
(b) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for the protection of security, confidentiality and integrity of Customer Data in all material respects.
The warranties provided in this Section 5.2 will not apply if Customer fails to notify Notion in writing within thirty (30) days of discovery of any such breach. If Notion breaches a warranty in Section 5.2, as Customer’s sole remedy and Notion’s sole liability, either: (1) Notion will, at its expense, correct the non-conformity to permit Notion to conform to the applicable warranty; or (2) if Notion is unable to correct the non-conformity within a reasonable timeframe after being provided written notice detailing the breach, Notion may terminate this Agreement and Notion shall refund to Customer any Subscription Fees paid for Services not provided.
5.3 Customer Warranties. Customer represents and warrants to Notion that: (1) Customer has the necessary and appropriate rights and consents to validly authorize and permit Notion to use and otherwise process the Customer Data in accordance with this Agreement, and such use by Notion of Customer Data does not and will not infringe or violate any third-party right, including any Intellectual Property Right or privacy right; and (2) Customer will use the Services in compliance with the Documentation and applicable law.
5.4 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN THIS AGREEMENT, NOTION MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES, PROFESSIONAL SERVICES, OR DOCUMENTATION, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN THIS SECTION 5, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS.” NOTION DOES NOT WARRANT THAT THE SERVICES OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR SECURE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL SERVICES PROVIDED UNDER A ‘FREE TRIAL’ ARE PROVIDED ON AN AS-IS BASIS WITHOUT WARRANTY OF ANY KIND.
6. Confidentiality.
Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information, and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information. Notwithstanding any provision of this Agreement, Recipient may disclose Discloser’s Confidential Information, in whole or in part (i) to its and its Affiliates employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations, or, in the case of professional advisors, are bound by ethical duties, to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law, in which case, to the extent permitted by applicable law, Recipient will (A) provide Discloser with prior written notification thereof, (B) provide Discloser with the opportunity to contest such disclosure, and (C) use its reasonable efforts to minimize such disclosure. Recipient is responsible and liable for its employees’ and representatives’ compliance with this Section 6, as if their actions or inactions were an action or inaction of Recipient.
7. Privacy and Security.
7.1 Security. Notion will maintain appropriate administrative, physical, and technical safeguards for protection, confidentiality, and integrity of Customer Data in accordance with Notion’s Security Standards located here.
7.2 Data Processing Addendum. This Agreement incorporates Notion’s Data Processing Addendum located here (“DPA”), unless the parties have separately executed the DPA, in which case such DPA will apply, when Data Protection Law applies to your use of the Services to process Customer Personal Data.
8 Indemnification.
8.1 Indemnification by Notion. Notion shall (i) defend or (at its option) settle any claim brought against Customer by a third party alleging that the Services as provided under this Agreement infringe any third party Intellectual Property Right (a “Claim Against Customer”) and (ii) indemnify Customer against damages, losses, liabilities, and costs (including reasonable court costs and attorney fees) finally awarded against (or agreed to in a settlement approved by Notion) and payable by Customer in any such Claim Against Customer. If the Services are held to infringe (or if Notion reasonably believes the Services will be held to infringe) any third-party Intellectual Property Rights, Notion may, at its option and expense: (1) contest the claim, (2) modify the Services to make it non-infringing; (3) obtain a license that permits Customer to continue using the Services; or (4) replace the Services with non-infringing substitutes provided that such substitutes do not entail a material reduction in the overall functionality of the Service. If none of the foregoing are commercially reasonable, in Notion’s discretion, Notion may terminate this Agreement and issue to Customer a pro rata refund of Subscription Fees for Services not provided. This Section 8.1 states Notion’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement of any third-party Intellectual Property Rights arising from Customer’s use of the Services.
8.2 Exceptions. Notion will have no liability to Customer under Section 8.1 to the extent a Claim Against Customer arises out of (1) any breach of Customer’s obligations under this Agreement; (2) Customer’s continued use of the allegedly infringing portion of the Services after: (a) being notified thereof; or (b) being provided, at no additional charge, modifications that would have avoided the alleged infringement without materially reducing the overall functionality of the Service; (3) Customer’s use of the Services in combination with other products, services, data, or processes not provided by Notion, where the alleged infringement would not have occurred in the absence of such use; (4) designs, requirements, or specifications required by or provided by Customer; (5) Customer’s use of the Services other than in accordance with this Agreement; (6) any modification of the Services not made by Notion or its subcontractors, where the alleged infringement would not have occurred in the absence of such modification; or (7) Customer’s use of the Services where there has been no charges or fees, including where Customer is using Beta Services.
8.3 Indemnification by Customer. Customer will defend or (at its option) settle any claim brought against Notion by a third party alleging that (“Claim Against Notion”), and indemnify Notion from and against any damages, losses, liabilities, and costs (including reasonable court costs and attorneys' fees) finally awarded against (or agreed to in a settlement approved by Customer) and payable by Notion in any such Claim Against Notion, (1) Customer’s use of the Service that infringes the Intellectual Property Rights of any third party (excluding any claim for which Notion is responsible under Sections 8.1 and 8.2); or (2) a violation of law or privacy rights attributable to Customer’s use or provision of Customer Data, except to the extent the Claim Against Notion arises from Notion’s breach of its data processing obligations under this Agreement (including the DPA).
8.4 Indemnification Procedure. Each party’s obligations under Section 8 shall be valid only if the party requesting indemnification:
(a) gives notice to the indemnifying party of any claim promptly upon becoming aware of the same (provided that the indemnified party’s failure to do so will not relieve the indemnifying party of its obligations under this Section 8 except to the extent the indemnifying party’s defense is materially prejudiced thereby);
(b) gives the indemnifying Party the sole control of the defense and settlement of any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the indemnifying party; and
(c) provides to the indemnifying party such assistance as it shall reasonably require in respect of the conduct of the said defense.
8.5 Settlement. Neither party may settle a claim that results in liability or admission of liability by the indemnified party without the indemnified party’s prior written consent.
8.6 Exclusivity. This Section 8 sets forth the indemnifying party’s sole and exclusive liability and the indemnified party’s sole and exclusive remedy for any claim described in this Section 8.
9. Limitation of Liability.
9.1 Exclusion of Damages. NEITHER PARTY NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.2 Damages Cap. EXCLUDING LIABILITY FOR: (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION) AND (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4 AND ANY ORDER FORM OR SOW, EACH PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS) WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO NOTION OR A NOTION RESELLER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
9.3 Basis of the Bargain. ANY LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES UNDER THIS AGREEMENT IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY NOTION TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH SUCH PROVISION IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 9 WILL APPLY REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
9.4 Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 9 will apply to the parties solely to the extent not prohibited by applicable law.
10. Term and Termination.
10.1 Term of Agreement; Subscription Term. This Agreement shall begin on the Effective Date and shall continue for so long as Customer maintains an active Subscription to the Services or the Agreement is otherwise terminated in accordance with the terms herein.
10.2 Effect of Termination. Termination of this Agreement will automatically terminate all active Order Forms, but termination of a single Order Form will not result in termination of this Agreement or any other Order Forms. Upon the termination of this Agreement, or an Order Form, all rights and licenses granted by Notion to Customer under this Agreement or the applicable Order Form will terminate. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.
10.3 Termination. This Agreement and any Order Form may be terminated by either party upon notice if the other party (i) materially breaches this Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing. Termination is not an exclusive remedy for breach of this Agreement by either party. Unless otherwise specified in this Agreement, all other remedies will be available to the non-breaching party whether or not the non-breaching party terminates this Agreement for breach by the other party.
10.4 Post-Termination Obligations; Customer Data Retrieval. Upon any termination of this Agreement, Notion will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days. After such period, Notion will have no obligation to Customer to continue storing such Customer Data and may delete all Customer Data pursuant to its data deletion processes as described in the DPA. Notion’s license to Customer Data will expire upon such deletion. If Customer terminates this Agreement for Notion’s uncured material breach, Notion will issue to Customer a pro rata refund of Subscription Fees for Services not provided. If this Agreement is terminated for any reason other than (i) Notion’s uncured material breach or (ii) pursuant to Sections 5.2 or 8.1, within ten (10) days after such termination, Customer will pay Notion all remaining Subscription Fees owed through the end of the Subscription Term under any terminated Order Forms.
11. Beta Services; Free Trials.
11.1 Access. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by Notion that are not yet generally available, including, but not limited to, any products, services, or features designated or labeled as “alpha,” “beta,” “early access,” “preview,” “pilot,” or similar designation (each, a “Beta Service”).
11.2 Beta Terms. You must comply with all terms related to any Beta Service that Notion posts on its website or provides to you. Notion may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Service at any time. Service Level Agreements do not apply to Beta Services.
11.3 Beta Feedback. You may provide Notion with feedback relating to the Beta Services. Notion will own and may use and evaluate all feedback for its own purposes.
11.4 Termination and Suspension of Beta. Notion may suspend or terminate your access to or use of any Beta Service at any time. Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by Notion.
11.5 Disclaimer. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, NOTION PROVIDES BETA SERVICES “AS IS.” NOTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE. EXCEPT TO THE EXTENT PROHIBITED BY LAW, NOTION DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
11.6 Free Trials. If you register for a free trial, Notion will make the Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any Subscription; or (c) termination of the trial by us. Free trials are for evaluation purposes only. Notion may terminate your free trial at any time in our sole discretion.
12. Compliance with Trade Controls.
The Services are subject to U.S. export controls and sanctions laws and regulations, including the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Department of Commerce (“BIS”) and the sanctions regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). Both parties shall comply with all relevant import and export regulations. Customer shall not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Person (as defined below). Each of Notion and Customer affirms that it is not a Prohibited Person or acting on behalf of any Prohibited Person.
Customer represents and agrees that it is not, and will not export, re-export or transfer the Services to third parties who are: (1) designated on, or 50% or more owned (individually or in the aggregate) or otherwise controlled by persons designated on, a U.S. or other applicable governmental prohibited party list, including, but not limited to, the U.S. Specially Designated Nationals and Blocked Persons (“SDN”) List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, which are maintained by OFAC, and the U.S. Entity List, Unverified List and Denied Persons List which are maintained by BIS; (2) any individual or entity located in, ordinarily resident in, or organized under the laws of, a country or region subject to a comprehensive U.S. embargo (presently including Cuba, Iran, Syria, North Korea and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine); (3) using Notion’s product or Service for any purpose prohibited by U.S. and other applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation, rocket, missile or unmanned aerial vehicle systems for use in delivering weapons, use in nuclear facilities not subject to IAEA safeguards, other restricted nuclear activities, military-intelligence, unauthorized surveillance activities or human rights abuses, or for a military end user or end use in a country subject to an arms embargo; or (4) a party requiring Notion to obtain a government license or authorization under the applicable export control and sanctions laws in order to provide, export, re-export, or transfer, directly or indirectly, its products and services (a “Prohibited Person”).
13. General.
13.1 Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
13.2 Notices. All required notices hereunder must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, or sent by documented overnight delivery service to the party to whom the notice is directed. Notice to Customer shall be provided to the mailing address or email address you provide when registering your Notion account and notice to Notion shall be sent to 685 Market Street, San Francisco, CA 94105, Attn: Legal Department (or to such other address as to which the other party has been notified). Despite any of the foregoing, notices of updates to license terms, terms of use, privacy terms or other terms related to the Notion’ website and any product or service accessed via Notion’s website may be delivered by Notion posting such updates on its website or through in-product message.
13.3 Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
13.4 Assignment. Customer may not assign this Agreement without Notion’s prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates; provided that, in Customer’s case, Customer will be required to complete Notion’s assignment process. This Agreement is binding upon and inures to the benefit of the parties’ permitted successors and assigns.
13.5 Headings. Headings to paragraphs or sections in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.
13.6 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to this Agreement shall be in San Francisco County, California, USA.
13.7 Attorneys’ Fees. If any legal action or other proceeding is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.
13.8 Injunctive Relief. If either party breaches Sections 2 (Use of the Services) or 6 (Confidentiality), the other party may suffer irreparable harm, and monetary damages may be inadequate to compensate the non-breaching party. Accordingly, either party may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
13.9 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.
13.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together will constitute one and the same instrument.
13.11 Federal Government End Use. If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.
13.12 Amendments. This Agreement may be modified, replaced or rescinded only in writing, and signed by a duly authorized representative of each party.
13.13 Survival. Sections 3 (Ownership of Intellectual Property) (only with respect to ownership of the respective parties’ ownership of its Intellectual Property Rights), 5.3 (Disclaimer), 6 (Confidentiality), 7 (Privacy and Security), 8 (Indemnification), 9 (Limitation of Liability), 10 (Term and Termination), 11.5 (Disclaimer), and 13 (General), all associated definitions, and all accrued rights to payment shall survive after termination or expiration of this Agreement.
13.14 THIS AGREEMENT, INCLUDING ALL ATTACHMENTS, SCHEDULES, EXHIBITS AND ORDER FORMS, CONSTITUTES THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS (INCLUDING NON-DISCLOSURE AGREEMENTS), AND ALL OTHER REPRESENTATIONS OR COMMUNICATIONS, WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SHALL APPLY IN LIEU OF ANY TERMS AND CONDITIONS IN ANY VENDOR REGISTRATION FORM, REGISTRATION PORTAL OR OTHER VENDOR MANAGEMENT OR INTAKE SYSTEM, PURCHASE ORDER OR OTHER ORDER DOCUMENT THAT YOU PROVIDE AND ALL SUCH TERMS ARE EXPRESSLY REJECTED AND SHALL NOT BE CONSIDERED AN AMENDMENT TO THIS AGREEMENT, EVEN WHERE THEY HAVE BEEN SIGNED BY NOTION. IN THE EVENT OF A CONFLICT AMONG THE FOLLOWING, THE ORDER OF PRECEDENCE SHALL BE: (1) THE APPLICABLE ORDER FORM BETWEEN NOTION AND CUSTOMER, (2) THE DPA, (3) ANY SUPPLEMENTARY TERMS, (4) THIS AGREEMENT, AND (5) THE DOCUMENTATION.
Last Updated April 2, 2026
Master Subscription Agreement (Deprecated April 5, 2024)