CONTRACT 6392 Vender Agreement CLOSED.oi monday.
Agreement No. 6392
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monday.com legal portal
Legal Last Updated: ApHil 17,2022
Terms ®f Service
These Terms of Service along %xith any other terms and policies referenced herein, and are im,..,orporated herein by reference an
integral part hereof, is arnended from time to time (these -Terms')
Lelow). governing your access to, and the use of wrs^r.rrowrnr!gys.p_ni_and airy related vjef)site owned of operate_d by 1-nondaycol
and the use of, and registration with, monday corn Service (deigned below'1hrQLJuh the Silez, a mobile application or Ilirough a
These Tenn . are betvic"i mooday.corn Ltd (b YRz-hak Sadoh St . Tel -Aviv 6777906, Israel) ('rinonday.corn', 'us.'isre- or 'our')
individualh/, or an behalf of your employer or any other enfily which you represent ("you or 'your'.) mondaycorri may Use its al
including moriday. corn Inc. (246 Sth Avimue, Suite 305 New York, I,JY 10001, USA) and third party service providers to process .
payment frorn you In case you represent your employer or another entity, you hereby represent that (i) you have full legal auffic
eiselik.ye, Or Such eottly (as applicable) tG these Termg; and (ii) after r08dlng and these 1-Wrrts. you agree lr; the!
behalf of your employer or the respective entity [as applicable). and these Terms shall bind pour employer oi such entity ("3s th
PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS API
YOU ARE USING YOUR EMPLOYER OR AN ENTI1 Y'S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE: AND (11) IF YOU
(AS DEFINED BELOVtj
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE SERVICE, THUS. EXCEPT WHERE I
a f-HERVVISE 'YOU" SHALL REFER 10 CUSTOMER At,,'[) ALI, j_YPE5 OF USERS YOU ACKNOWLEDGE 7HAr I'IHESP 'I FRMS AP
AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESETEMvIS, BY EITHER: (1) CLICKING ON A BUTTON OR CHECKING
FOR THE ACCEPTANCE OF IN IESE TERMS, OR (11) REGISTERING TO, USING OR ACCESSING, Tull SERVICE, SITES OR monda,
APPt ICAl ION, WHICHEVER IS PAR[ JUR fTHE'EFFECTM DATE`).
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE HOUND BY, THESE TERMS OR GO NOT HAVE AUTHORITY TO RIND YOUR
ANY OTHER ENTITY (AS APPLICABLE). PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR PHE
monday.,virn MOBILE APPUCATlON
The monday corn 1li2iff0fin !S;e Cloud-bosed visual work management tool thal
a culture oftransparency. annefship and accourilability, inrlusive of any and all funCtionalilies, application progjamminq imerf
offered as par t of minday-carn platform, ,,V apply Ioum offered onfirie and via a mobile application (Oro m
sorne of the Sarvice, such specific terms are 'flicaripirated herein by reference and form arx maegral par, hereof
W19104MEM
We may add, modify or discontinue any feature, fluoctionaky or any other tool, witlim the Service and/or Sites, at our own disc
without further notice, honever, if -we make any material adverse change in lhe core lunctionaldy of the Service, then vie vall ry
posting an announcement on Vie Sites andloi via the Service or by sending you an iffnail
1.3. No Contingency On Future Releases and Improvements.
You hereby acknow1cdric that your purchase cif the Service and/or I hird Party Services ("..Is defined h0owl herounder are net ci
delivery by Us nt any future release of any lunctinniNy Or feature, including vJ11hout liavitation, !ha continuance of: 't) a certain
AS Wrent Subscripiir)n Fearil- or (fl*1 Third Pany, Services, or dependerit on any public coniorents vve make,.
orally of in .,,i iting, i
future fUnf;q10naIjIy OT feature
1 A Ability to Accept Terms.
Agreement No. 6392
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I j I LfU it 11101 ouppul k 011 U UkJr In I ?I LMU Upt I A 4 1 tf,
To the C'Men' VILA PrJrChsNed art (,Merprm, tier subscription, you will be entitled to premium V-chiical support and an updFriecc
manday.coa). in accordance with the Service Level Agreernerric available at as ii-ray be ul)(Wer:
monday.coni from time to lime
1.6, Additional Sewlices.
CuMomprmay choose to purchase additional services to lie ptovided by Mooday-Goill, subject to the
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21 . Account Registration, i
To register to the Service for the flist'inle, you Shall create an account With theServire. By creating an aCCO(jni CAccount') an
The Service •jOu become, either individually of on b0ialf Of your cri-ployer or any entity, an behalfaf whom you created the -Acc,
rnoridaycorn CUStOrner (Ole 'CUStOrner". the rin5LAIser Of the Account is auinmaticaI17-ssiaf)ed asthe Account adrininistralot
p
When creating all nccoijin of when you are added Into all ifumoUill rand Creating YOIA-- User profile (the 'User NOW). you. (fl, agi
wilh accurate, complete, arid cucl-Clt registration information about yourself: (fl) ackii-awledgP the! it 'syour responsibility loer
password remains confidential arid sicure; (Iii) agree that you ore :ally responsible for all activities that Occur under your user
password, including any integration or any ml)e.r tise Of ffijid party Products or services (and associated disclosure of data) in
the Service. and (.iv'j undertake to promptly Only us inventinc.a it youbecorne avvam a' any unauthorized access of use of your
User Profile and.,'a r any breach of these Terms. We may ossuniL that any communications we receive under your User Profile
by you Customer will be solely responsible and Fable for any losses, carriages If
ribility and expenses incurred by us or a third I
any unauthorized usage of theAccoLIM by either you or any other User or third party oil your behalf-
NKIERMUMME IWO
You uidounand and agree that vin may require you to provide information that
may be used to confirm %,,Our identity and help
lit the event that VOU or the A( train lose access to an Account or Of her-ol sp niquea
about an Account we reserve the right to request frown you oi surh Admin (as the case may bet any verificall ion we deern nec
restoOng access to of providing information 3I)OUt suCh Account
2 4. Account Admins.
The Adrnirtfs) Of all Account are, severally and jointly, deerned a, it Le authorized
iaadra by any Admin, is deemed as a decision or action of Customer, An Admin may assign or add other merlibers of !he Acco
which possess important privileges and cowfals, over the use of tire Service and the -Acinount, including. IVIVIOLA 111nitalion' (1) C
other Users) use cjfdie Account: (if) purchase, upgrade or clowriarade the Set vice; (h) create. frinmior or modify Users actions
permissions, (M.) manage the access a, control, Aemove, share poSw; or other vise change, all or part of the Customer Dais (02
and (ivj integrale at disable integraltionwith Third Party Services- You also ackricaledge that your Account can become inane.
representativeofilia. entity that owns or crintirols the email address domain vvith v,,huch your Account wag craatrd of mais, ero
are fusthfar elaborated kr-Lour H_Qlj2_CLtntPr
2.5. Other Users,
There are several types ofAcccunt users such as guesc%viev.-ers and team members, all of nhorn ore defined within the Sere�
to heiein as 'Authorized Users', and file Adv""r the `Users' ne Featuies and to the U
dctermin8d by the Yespefive aul)scripfjon plan governing such Accouni, and the privileges of such Authorized User are i
determined by the Account Admin(s) For more information an the
righir, pCrntiSsioaa and dofinifort of each of the V04101,13, lypes of Aulliorized Users, visit this f in q�f�4e J11(ZeIAfir,
Customer is solely liable and responsible for understanding The a nd controls for I he Service and for control
Cus"Olner per -nits to become a Usei and what are the settings and pri4cgeS for TUCh User, including wift)IIj lininatiorl the ri
in,Meouipr Users (ofthi?r ()aid or unpaud), We right to incur charges on the Account
is iespon8ilble for !it;- activities of all at its Users, including Order Forms they may fjla"-.e and how Ut;ws use. the Customer Data
Users are not from Customers organization or domain. Further, GLlstornr-rackr,.; ,.•iledq,-sthat a.n}-action taken by atiserof Ct
Account is deemed by us ns. an authorized action by Crjstoqler, hence Customer shelf have no clairn in this regard.
Agreement No. 6392
Sfart here I
retains all tighl, title, interest and control, in and to the Customer Data. in the form submitted to the Service Subisct tothese T,
grants us a w-orldwrde, royalty -free, linit-d license to amens, use, plar-ess, copy. distribute, perforrin, exparl, and dis ' ulaythe Ct
and solely to the extent that reformaltinti Customer Dail for display in the service constitutes amodification or derivative wor
licbrise also includes tile right to rna.kp and (ILuvative .Bfr-rk,-. The afore-criontioned license is heia!yy granted sole
m r atrita n and provide you the Service, tli) to prevent or address technical or security issues and resolve support requests; (m) I
when vve have a good faith hollef, or have- ri::ceiveda cornpWril allcging, that such Customer Data is in violation tv � Else Term:
with a valid legal subpoena, request, or other la,,vful lui-ocess: and �v) as expressly permitted in vinking by you,
RMIMMIRM
YOU lellfeCOnt andwafrant Oral: (I' you have OF havo obtained all rights, licenses. cons --Ms, permissions, po%Ncr andior authrofit
,)rant the rights granted herein. for any Customer Data that you submit, post or display cn or through [Ile Se, -vye. 'i j) the P. Cost(
c.ornialrarice voth, and subject log our and (iii) the Cuisrarnel Data you submit, your use of s=h. Custorne
use Of such Cusiorner Data, as set forth in Olf-se Berms, do not and shall not (.3) infringe or violate any parents, copyrights, va,
nther intellec
tual pioperiyf, propripinty, or privacy, data protrelIon cr publicily rights of any third party, (b) violate any applicable
federal and international laws, regulations an([ conventions, including those related to data privacy and data transf rand expo
'llavis"); (c) violate any of your or third party's policies and terms govcminq the Customer Cars. Othwr Chart our secuf:Ay and da
obligations expressly set forth fit Sertion 6, we assume Pro responsibility or liE.-bilq for customer Data, and you shall be solely;
arMaler Data and the C011MILH-11COS Of using disclosing, storing, ix transaifflng it It is hereby clarified that morday coin sh
and/or moderate the Customer Data and there shall be no claim against nionday corn of not acting so
You shalt not submit to the Service, any Clain Plat is protected under a special legislation and requir-2s a unique- treatnipfil, inclu
larimitions, (i) categories of data enurneraitc! in European union Regulaijon 201616-79, PL, tick 90) or any similar legislation or
other jurisdiction; (ii) any piotected health information subject to the Health Insurance Portability and Accountability Act ('MIN
anIendied and supplemented, or any similar legislation in other jurisdiction, unless customer and menday corn tmarateqy ente
and (id) credd. deba or Other payment card data subject In PCI DSS at, any Other credit card sc
M=- lim- I'll, R "I I
4.1- Public User Submissions.
The Sites may have certain teakil"Ps dial allovv you to submit comments, information and other materials publicly (collectively
Submissions) and sham such Public User Submissions wiih. other Users, or the public Py subi-nihing Public User Submission
Sites. You gram us a ljcense to, access, use, copy, reproduce, process, adapt. publish, Iransinil, !lost, and display that Public Us•
for any purpose, business, iodildi-nig without litniatirn, for publicizing arid promoting rnitnday com, the Garvice and/or the Site -
Other lawful purpose, in any rrledia formal (eg in -print, vvethsites clectmnicillly, broadcast), and you hereby waive. or to the ex
prohibited, assign to crionday.corn, any moral rights in Your Public User Submissions.
You actolawleclae and agree that: (f) you have or have obtained all rights. licenses, curiscras, permissions, po-werandior aUthO
to grant the rights granted herein, for any Public User Subn iissions that you subrnrt, pos, or display on or through the Service.
cnntrol, and are not responsible for, o1h.--r content and/or suhnirssions. posted on Our Sites and/or Service by others: (iii) by us
and/or Sites, you niq be exposed to content an(Vor submissianu by other, users of site visitors that is ofleiit,,ive, indecent, i.'Ia(
misleading, or Otherwise unlawfd: 6V) any ilubk User Submissions are subruitted in accordance wBth, and sub1cri to our Age
P-n1t, v
5. Intellectual Property Rights; License.
5.1. Our Intellectual Property
The Sr smite antl Sites, nrrhasive of materials, such as snftvvare, application programming ijvtorjare, design, text, edilcirial maker
Informational text, phalcayaphs Ill J st aborts, audit: ;Mops. video Clipslogos, it
SONKes ry,.@rk.s (exclildinq Cuslarner Dalai, any and all rallied Of UndLi1yriag lerfirrology and any modifications, enhanrenneW2
'1'-orksuf the foregoing fcok.-ctrvely, 'manday,com Materials-i, are tile proporly a! noonday coin and It.,; licunsor,-, and may be p
applicHble copyright or other iniellectual pri'-fler-tv lavis and treaties As lletwtlen you and nrtonday,corn, rriondaycon I retains F
inleces;, including all intellectual properin, rights, in arid to tile Inonday corn Materials
5.2, Customer Reference,
Agreement No. 6392
ME= ',
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J.J. ruin ar lu uz,' mlyi ita.
Subject to thn lorms and condifinns of these Trances, and your comphancethereof, and specifically in swei compliance with ou
%ve scam You a limited, worldivide, non—excIvskre, n*nrtransferabfenghl In access and use Ile Service and Sites, di
applicabl& Subscription lean, solely for Customers internal purposes
5-4. Use Restrictions.
Except as expressly permilted in these Terms, yelu nlay not, and ,hall not ally an Authorized User or any Chia; party to: (i) tirv-,
l"se.1inneshare sublicense, disclose, PUbitsil, assign. illarkel, resell, degAay. Transmit, broadcast, transfer or distribute any per
Service or the Sites to any Ov-161, paity. including, but not limited to ur affilraies, or use the Sntvic in ally service bureau arrain.
copyin(..f ofany cm oentorthat
atienAIN is denvelfir-sourcecade of, the Service or -sites. or -Roy Components (hereol'J"iv) Copy, rnodihe, translate, fialch,irnpro
or ctilate any derivafivv,..rorkS of the SerAcr- or Sites., ir any part thLreref:(V) rake any acticln that unPoses or may impose (at a
sole disf-reiion) an unreasonable of distinsportionately large load on tire relonday.corn tnfo3S'-QJCbIfe Or infrastructure which at
or Sarwce; (w) imerfere or anprnpt to interfere with the integhty
oe Increr vmiking of the Service or Sizes, or any related aclivffles: (vii) remove, deface, obscure, or after monday-oom's or any 11
identificai ion, attribution or copyright notices, trademarks, or otircr proprietary rights affixed loot provided as part of [tit, Servic
use or display logos of the Service nrSoes uithoul monday.corn°s prior ,%,r i iten approval: (viii) use the service or Site.--, for Cam
purposes, including to develop or enhance a competing service or product; or (W encourage or assj5i an third part%, (includin,
Authorized Users" to do any of the foregoing
you are the-Admul) andjor Inc Sites ('Feedback') Such Feedback isdeem
park of moridaycoin Materials, and as such, it is the sole property of niondayuinn vdithorn resinclions-Or limitation scquse al
rnwidaycorn may ejfl)ei initAernent or reject such Feedbark. velthutit any i esinclion,,ir obligation ufariv kind You ii) repiresL-m,
that such Feedback is accurate, Complete, and does net infringe on any third party rinhis; (it) irrevocably assign to rnonday cor
and interest you may have in such Fccdbackt and (w) explicitly and irrevocablywaives any and all claims relathic to any oast,pr-
nioral right; ,artists or any other similar n9 his, %vorldwide. in sit in Such Feedbark
We may offer an application piogrimaling interface that provides additional viays to ac,.ess, and use the Service CAR") Such
consid�Ned 1 part of life SenAce, and its use is subpirt to all these T(,Tm,,,,, withool derogating from Sections 51 through 5 4 he
only access and use our API for Custorner's imernal business purposes, in order to create inteincierability and intqralk)n bete
and other products, services or system; you and/oi customer use intLrefally. When using the API YOU should 10110IN Our releVal
guidelines We reserve the right at any Unne to modify or discontinue, tom.poradly, or permanently, your and'or Customer's aces
any liar', of it) wall Or vailhout nlmica The API is sutject rej (;hanges and modifications. andvoo are solely responsible fu emur
of the A171 is rompatibip',refth the current version
6. Privacy and Security.
61, Security.
nionday.com implerncrits reasonable security measures and procedures to assist in prote-oZing your Cugiarriei Data YOU Carl I
our security measures and procedures on our as updated from time 10 Urns-,
6,2. Privacy Policy.
As a part of act;Pv-,ing or using tlie Service and the Sites, we maycollect,acct"SS. use and shatecertairi Pefairrial Data ;as deft
[tL f,) froni, ,rOJC'f OIJOUA VOU Please read Our which is incoi foliated herein by reference, fir a descilp
data collection and usp practioes
6 3. Data Processing Agreement (TPA"),
n go 'veals the Prore"Ling of Pe(8calal Data
one defined in tire DP.,°k:i on Customer's be half, where such Poesoreal DaLa,s subject to the Gene( 431 Data Ptolrclicen Reguialion
'GDPR')-
6.4. Anonymous Information
tv.mondcy.,..
Agreement No. 6392
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MEEM
The Service enable, you to erioage and procure re-Itriiin 'third party set vice.s. produc Is. anps and tools in ronneclion viih the Sr
wahow limitation, third party application, and widgpTs offered via our Integrations offfering or which you decide to connecl ifir,
as part of the Service icollectively."Third Party Services'.)
7 2. Independent Relationship.
YOU aCV.110V4edde and ZA Orw that reritnp udless of the niaei in lohich such Third PamiyServictib may be offered to you, we mare
j
Intermediary plmfcrm between you and such Third Party Services, arid wp do, not, in any way, endorse any such Thrid Panty Se.
be in anyway rosp3nsiblex liable with rospact to any such Third Party Services Your riplannorship viih such -I li:fd Pai2y SLwit
Third Pat' ty 'Seiv;Cec, including without filiMation, the collection, rlprocesrwl
your data by such Third Patty Services, are subject Loa separaiecontracrual unangernenl berween you and the provstler of a
Service, (.the' Third Party Agreement'), the are not a party to, or rosoonsiNe. in any manner, for the cornplialic-L by you or by the
Third Party Service with the Third Party Agreement
i broach the Service you and any other Authorized User within the Account, may enable an integration Of your Account, include
vAthinyour ACCOurif (Ora portion thereol). with I'IiirdParty Setvir-cs,%,:hichv4ifl allow an exchange, transmission.rnodificaLion
limitation. "lle Customer Data, the scope ofvkicli is det-inninei
applicable actions set by such prilegfetion. You hereby acknowledge that any access. collection, Irappismission, Ptocessing. stop
other use of data, including the Customer Data, by a Third PaInly Service, is governed by the'rhilrd Party Agreement, including a
privacy policy, an,j rpiond.iryp.-orn is flat responsible far any access,.collpotion, processing, siorageffany oilier of
including the Customer Data, by file Third Party Service or for Such Third Part,,, Service privacy and securilfy actions, Inactions
practices By friegmting and/or using flie Third Party Services you acknowledge and agree that: (ai you are solely responsible
regulation;, ilaton3, including your 1 Ise -If the Third Party Service and other d
youmay conductor may permit third parties, including the Third Party Service, to condurs , (b) the actmues of id use of the dal
any miser Users vAthin the Account, n-lay result in a modification and/or removal of data, either mthLAccount u.e Custonnerr,
imegialled Third Pap ty Scrvicn We shall have no obligation Of any kind, for any such modification and/or removal of data, q1the
with us andloi the integrated Third Party FLrvicit-
7.4 Use Conditions and Limitations.
Both nuanday.corn and a Third Parly, Service mayinipose. each at its sclo discretion, additional conditions or limilalions art yap
use of cerfafn Third Party
maybe) Such additional conditions of limilations shall be Indicated w4lerever relevant vnihirt the Service of the lhifdParty S,-p
alhEqwtse notified to you or to any other tolovard User Of the Account
7 5, ri-londay.corn Marketplace.
`MlCeS It'
rnoridgy.com nasty make available Third PaI1V HOUghthe I o0nday cocci lvarWtpla'xr
7.6. Payment for Third Party Services.
Third Party Service; may be offered free of charge or for a certain fee, either charged directly by are Third Party Service or by I,
k^,fherever averhird Potty Serke requires a paynnew,, it ehall be indicated next to the offering of ;he ThirdParty Service, unles:
includedwilhin the Subscrii ption Plan Its defined below) for the Service Whenever nionda;corn charges Customer on br-half
as an a9pnI on behalf ol the Third Party Service, the payrnr-
ni teirns, including the payment of fees, rerleival and refund policy,
by sections 8 and 9 hetr:in Whenever roonday.-COM Charges Customer on behalf of the Third Par ty
S I ervices, then Cusiomer acknowledifes lhat rnonday, calif serves o4/ as art inteiruLdiavy i alp in facilitating oruollei,ng the @T
and taxes,, from Customer, for the I hird Party ServicePhu S all payment fehl!ed ISSUeS, inclUClIng the payment or fees, renevval a
arc goy; lrned by the Third Party Agreement
7.7. Change of Fees
CUSIOM& acknowledges that Tinondayconn anti any Third Paity Service, rnwy change tine fees for lheThad PailyService front
ifirluding imix)sirly a mnv charge oil;) f hind Party Sesvice lhat was provided for inzic
t - monday.,
Agreement No. 6392
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1.9. Links.
The Sites, Set rice and/or any Third Patty Service,, may contain link:; to !hird party v,,ebsnes that are Doi owner' or controlled b
'Links-L You acknovoleagn that we have no control over. and assume via responsibility for (he content, privacy policies, of prate,
third natty vvebsttes You: "[I are solely responsible and liable fw your use or and, lickinq jojiicd partyan.0 any cone -lm, wer;
send or JIDSt to a third-ponywrelesitiS and (it) eXPicSSIY it'l8a5f"J3 train any and W1 habilily arising from you': and in case of a C
Users', use of any third party websits, Accordingly, we encourage you to read the terms and conditions and privacy Policy of et
web,sitelh.9tyou may choose To visit
7.10. Limitations of Liability,
nrondaycirim BEARS NO RESPONSIBIL11 YAleft/OR LIA011. IT! FOR ANY IINKS GR
Llt4liTATI(,,N.SUCH THIRD PARTY SERVICE'S OPERABILI T Y OR iiiTEROPERABILIFYWIVA OUR SERACF.SECURfiyACCURA
RELIABILITY, DATA PROTEC'rJOI,j AND PROCESSING PRACTICES AND THE QUALITY OF MS OF;:ERINGS.AS',,"IELLASANY A.i:
OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE TFlIRD PARTY SERVICES, YOU ACKNOWl,FDGF 7 HAT
AND USE OF THE THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLEue RrSPONSIBL
ENSURING SUCH TI 11RD PARTY SERVICE'S OPERATION AND PRA.G1 ICES AND ITS RESPECTIVE. THIRD PARTY AGRECILIENT,
NEEDS.
Our order fcrrT,, maybe completed and placed in various waVs, among vvhtch. an online form or in -product screens or any othp
agreed upon offline form delivered by CLISIORIef or any of the WhicT Usrrs to monday.com, Including via mail, email of any oche
physical delivery mechanism i0he'Order Form') Such Order, Form will list. at the least, the Service anketed, subscripticin plan,
associated fees
8.2. Subscription Term,
The Service is provided on a subscripoon basin for the Leon spevififed in your Order Form, in accordance -withthe rrqP(?r.flV0 SL
Purchased under such Order FNrn (1he 'Subscription Term' and rho "Subscription Plan, and collectively the 'Sub
In, c0os'dCr2If0ff1fVI- the Provision of the Service ,except for Trial Service), Customer shall pay Lis the applic-aials, fees per the no
Subscript zion, its set tariff in the applicable Order Form (the'Subscription Fees') unless indiaaterf cthantiise, Subscription Fee
US dolla, s Customer hereby aulfirfuzes us, either directly or through air Payment processing service or our affiliates, to char(
Subscription Feesva Cuskomer's selected payment method, upon due date Unless expressly se! fortri herein, the Subscriptio
VVeraierve tits right to change Nee SuL>cripLion Fe=; at arty tittle, upon nokiC lt7 CuS!orne! if ;
inay affect Customer's existing Subscriptions upon renevval. In tie event of Failure ioc;oIler, the .Fees uv%ed
byCitsiorner.Ste rnay.otout sole cliscretion "])If' shall not be obligaied to) retry rGiColleci at a toter time, and/or sUspendfir cal
Account, without riotice
The Subs niption Fees, are excluSive of any and all taxes (includingvvirrhOLIt limilatirn, value added tax, 'sales tax, use is,,(, exr3s,
services tax, etc;. levies. or duties. -o0ichmay lie Imposed in respC-:! of these -terms -,ind the purchase or sale, of tue 'Service 1"
"Taxeel, excepjR,)r I axes imposed tin our incowne. If Gust rntwr is lots led in a)urisdfIn ion which requires Customer to deduct
Taxes or other amounts from any amounts due W LIS, plea -se notify us, in writing, promptly and we Shall join e'fforits to avoid ar
withilholdino, provided, that in any case.. (Xislorner shall bear the sole,-Slionsibility and liability to pay such Tax and St.
be rldemed is being added an top of the Subscription Fees, payable by Customer.
Qiarirtg ill-: ;;i'bscriptinn Terra, C:ttSB(;Iltt?f (Tray upgrade it:> Sirh>^ripidon Plan by =;alter'. fat adding r`-,utfiorized User:. (li} uprgradin
tyI)i=r)f,13Libs,;f'pi'onPlan; fiiiI adding add -on features and [Ure.tkonalil ies and, ar;i%.,)upgrading tc-alciii�y-,- Subscriptionferrn
"Subscription Upgrades') Some Sul mwption Upgrades or other changes may be
Suftsr:afpeltln TP.IITt ,,?nil �C.IIYIv 'tint, t, aS In(IL^.atelJ :�llthtll tic: $efyiL'9 andOOr th:i OrdI�P (OrYti Upon :r SUbSCrlptil7rt Updtiadle, i:{151
nanOrc
(1) pforaled for the rpirnaindier-of the 1hen--urreni Subocription lerrn,oi(2)
"ubsoril7rirr? Upgrade, then the Subscription Fees spread'/;,all ny ;'ustorrter vrlll be r+zduced (ro;n the nest upigradad Subscriptl
dhe diOorenc� Shall be. due and payable by Customer upon ifiedats an which ifin F;ul=.ription Upgriideviasmace.
ti',monday...
Agreement No. 6392
Stort here
Farm, any charges to the number of Users wiglin si Certain P"'i-OUrt, shalt be billed on a prordled basis for the remainder oftht
Subscription, Term We veil] bill Custorner, either upon the Users Increase of at the end of file applicable month, as cornmunicil
DMEMEMMEM
WashaR have the right, includiiK,-tvilholft limileMon where wil. at our sole discrctfon, belip.ve that cirsiodler andfor any Of Its th
rnisased the Seiacre cr atherwise, use the sriv�iIce In all excessive manner compared to the anticipated standard use (a, oor se
to offer the Subscription in different pricing andio: Impose addlflorial restrictions as for the upload, storage, download and us:
including, %vithrydt on Third Party Seivices, ner-Arork traffic and bandwidth, size artd er IinclPh of content,
mow=
As pai t of registering, or subrilluing billing information, to lite Service, Customer agrees to provide uswitil updated, EICC(Rale 2
billing sifarnanun, and Customer autriorizes us (either drecily or through our affiliates, Including moridaveoru Inc.or Other thi
charge, request and collect Payment (rr. oilier-:)ise Charge, refund of take any other billing actions) froin CUMOrner's payment
designated banking account, and to make any Inquiries that we (or our affiliates and/or thirdpartiesacting oil Our behalf} may
necessary to validwe Ctisronner's designatted payrner[t account or financial information, in order to atisuiti prompt pafrnerll, it
Purpose Of reCeIVinQ updated payment details from Customer's credit card Company Or banking accoum (e g . updated expiry
number as may be providled to us by Guskornee's credit card company).
8.9. Subscription Auto -Renewal,
In order to erisure that ('40cin far tuill not experience any inter rufAi11) i of loss of services 1. or. -r' - . list be s Subscription In -lodes an z
to v.,hich. unless Cuslonner disables the sull a renetval api ion or cancels its Subscription Is
expiration, the Subscription will automatically renew upon the erir., of the then applicable Subscription
Term, for a ronLwil period equal in lirrw to Ole Original Subscription TLrm (excludft extended periocjsji and, unless otherwise r
Cu5toinpr. at tile saine price. (SublLc! Waltipiwable Tax changes and excludmi.
.1
unless either Customer or us Cancel the Subscription prior to its evpliazion: vie will attempt tc
charge. Qlsiorner the applicable Subscriplion Fees upon or inirriediaLeIV prier to [Ile expiration of the then applicable Subscript
Cusin,mer wishes to avoid suoh auto -renewal, Customer shall nancell its Subscription (or deable the auto -renewal option). pup
expiration, at any tune through the Accouril settings or by contacting our out Mr, team. Except as expressly se
Terms, In case a Customer caritzels Its Subscripdon, during a Subscliptiort term, the Subscription will not renew for an Ddditiot
Cusiorner will not be refunded or credited fol
810, Discomils and Promotions.
Unless expressly stated otherwise in a sepzfeate legally binding agi-eeuvara, if Cusloiner received a special discoure Or other pro
Customer al-knowledges that upor, of Its Subscription, nriondly.corn will renew such Subscription, If flie full api)[Cabic
Fee at the Urine of renewal
M111010M
Arjy credits that olay accrue [a Customers Account, fur any reason (the 'Credits'), will expire and lie ur no further force and of
earlier of: (i) file expiration of termination of the. opplical)le Subscription under the Account for vAiichsuch Credits viers given:
such CrLofs UsCrUe'd for can Account ,4;th a,rriai Subsciilawn (as defiled below) fhaPwac not upgraded to a Subscription Plat
blase of 90 days of such Credii;t.'accrual Unless specifically indicated otherwise, Credits rnay he used lo pay for (he Services
any Third Party Service. Or other payment of whawever kind Vqhcnnvcr fees are due for any 8-wices, accrued Credits will be
against die Sub5crlplioll I'Lee and the ier I iairidez will be charged froni Customers i espsOvive payrnern r1indiod Credits shalt h.
monetary value (except ear the purchaueof Services tinder' file hirnited terms speciried herein) ncr exchange ltalu.:% and %-eill :,,(;I
or refundable.
MHMWSMMZWM��
If Cuslornei purchased a from a reseller or distributor Authorized by us CReseller'), then to the exteril thPIF- is any criftf
lhese Verms and the agreement entered betvveitn Customer and Inc, respective Renrlicil including any purche-se order PResell-
Ifien, as belvve.en Customer and rincriday Corn, flipse'rerrivi 'aft ill prevail Any rights, granted it, Customer ard/ni any of the oth
Ruteller AgrPefr .1 ,en-whichare not ;,onzarntsl In these Terms, apI,1ly onki Ift connection with fire Reseller. In flial Gase. Custramer
redress or realization c,-,, entorcerneril of such righls,scdely viih the Reseller and not rinunday coal For clarfy, Gwsoinrera and i
I,-) flip Service is :;ubjvc[ to our rmeipt h oun Resellei of the payrnk,%l of thsi applicable rep-:: ' paid by Customer to Reselkl.v Curti:
acknavAedgea that at any iiine, al our d6:mlinn, the tailing of ,!;e %ibscrilltioni Pees inlay be arcstalled to Lis, silos that custon
directly the resip,-Clive Subscription Fees
Agreement No. 6392
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av "' "g a., — '; 0C, _ L" it . U , 'i t -, I.— %,W ..... is .......... M 1, ,;" 11.1 w cos
within Lhe Pefund 1pedocl,wa will refund Customer Lheprorata poi lion of any unused and unexpired Subscription Fees pre -paid
respect of such terminated period of the Subscfiplion, unless awcri other sum I!,, recruited by applicable lovi. in tre sarne curren
originally paid fthe 'Refund-) The Refund is arinficabip only to the initial purchase of the Service by Cuszcmer and does not al)
addilio , mal purON)SsSr Upgrades. Modification or renewals of such service, Please note that we. shall nrf be responsible to Perk
differences caused by charge of currency exchange rap?-.; or fees that CuMnlar was charged by third patios, such is wire lr:
ThePefUndPeriod. the subscription Fv,=, ;re non-refundable rant! run carlrellable. Tc tf a extent perinittcd I>4+lava, i° :°ve fir:d tit
cancellation has been. given in bad faith or in an illegitinraic attempt to avoid paymom far SFr aces aefually received and ervoyc
our right to rejLrL Customer.,.; Refund request- Subject to [fie fwagoinq upon termination by CUStOMQ1 under this Section 9,
myn,erit obligatkps shall immediately becony. due fo:^ the used Subscription I•efM kind CUSTAnel' Will Promptly MINI to Inalli
fees due to monday.com under these Terms
9,2. Non -Refundable Services
certain qzlrvlrc-..s may be non-refundable Insuch elien,kve,,vitlidentify such Sarvices as ron-refundable, and Cunrorner shall r.,
and ne shall riot be under any obligation, to tern-tinate the Service and givea Refund
If, at any time, we record a decline, changeback or other rejection of a chi; 4e of any dur,• and payable subscription Fees on Cu;
Account ('Chargeback'), this will be conFidered as a breach of Customer's payment obligations hemunder, and Customers us,
inailhe disabled or terminated and such use of the Sef-Ace will not resume until Customer re-subscrfiesfur any such serwc
opplicable Subscription Fees in full, includino any fees and expenses incurred by us andior any Fhiid Party Service for each CV
received (Including handling and processing charges and fees incurred by the payment prof,.esso;), without derogating from ar
that may be applicable vi) us under these Terms or applicable law
10. Trial Service; Pre -Released Services.
10.1. Trial Service -
Are "ray offor, from time 10 tin,e, part of all of our Epivices on a free, no -obligation trial version CTffal Service'). The term of the
shall be as communicated to %,uu,,withiri the Service° in an Older Form, unless terminated earlier by either Customer or us, for
for no reason We re serve the right to modify. cancel and/or fiMit thir Trial Service at any flonp and Mthout liabi1hy or expiation
respect of a Trial service that is a trial vaision of the Subscrilmon Plan (the 'Trial Subscription'), upon teminallonof theTrial
inay change the AccQUotiP1ebaC9000SS a! arty hrxte bvitltaut any prior fritter notice
102, Pre -Released Services.
Beta versions (thp'Pre-Released Services') and we
endeavors toidentify s,ulr�hF7re-Released `services assuch Pie -Released Services are Servires, that are still under deveioiproerr
They may be inoperable or incomplete, and may contain bugs, suffer disrupticirts andior not operate as intended and designate
usual
10 3. Governing Terms of Trial Service and Pre -Released Services.
The Trial Service and Pre -Released Services are governed by these Terms, provided that notwithswricling anything in [base Ter
v[sewhere. to the contrary, in rezz;pect of Trial Service and Pie-Rocased'Services Pip lieensccf herei!ntfc on as
herein shall not apply; and (m) 161 NO EVENTSHALLME TOTAL AGGREGATE LIABILITY OF trrondaycorn, ITS AFFILIATESOR
PARTY SERVICE PIRCIVIDERS, WADER, OR OTHERWISE IN CONNECTION VVITH, THESE TERMS (INCLUDING THE SITES, THE E
THE'. FWD PARTY SERVICES), EXCEED Ljs$i Off- Wit make (In promises that any Trial Service anflAcr Pre -Released Se vAcK-, w
available to you and!oL generally available
11, Term and Termination; Suspension.
11 1 Term.
These Terms are in full force and effect, commencing LrPeo the Effective Dale° until the end of the SerAce Underlyinq 'the Amo
or unpaid, tit accofdarirL wills these Terns
11 -2 Termination for Cause,
Wher CustOrnerrx Lis may terminate the Service and these Terms. upon wraten notice, in case ihal (a) the other par Ly is in nif
these Terris end I(, the extent.
,vo monday.,
Agreement No. 6392
Start here
;I. J I C I I I III ICILIU1 I LJy L,UZLkJI I IU
Qjsiom?rm.aterminate its Subsunianorl
not dei dilate from Customers obligation to pay applicable Subscription Fcrs except where such teninnanon is made -.viiIiin til
Prflod In accordance willi Section 9 WOW, UnlLrS Mutually atj, eed whervAse byCuslorrit?, and us in a written insil untrent, ,ht
of such terrriination. will mkct effect at the end of the then-curreivi DibscinfItionTerivil and to pay lireSub
:hIQLIqhQLR the Pilo of such Subsrrtptian TufFin shall retrain in full force and effect, and Custonwr shall not be entitled it) a 'Prij
paid Subscription Fees,
•
Upon terrinination or axpifanicn of. these Terms. CkiStonler's SubrcripfOn and all uqhrs granted to irou fPreunder shall terrvinatE
chance the Acwun;'s vveb address ft Is Cuslorne(s sole liability to export the Customer Data prior to such terinivation or ex;
event Ihai. Customer did not delete the Custornef Data Iron the Account, we may continue to store and host if unif either plus
MY sole discretion, delete such Cllilt(lnior Data, and during sur.hlacrlod, Custorricr shall still be able to rnake a limited use of tf-
order to export the ousforner G-aja (the -Read-Only More'), but note that we arc= not under any obligation to inaintain the Reac
penod, he; such period may be temninatcid by us, at any Uirne, with, or wiThoul Police to Customer, and subsequently. the Cut
be dclevd Customer wknovilodges the foretloing and Its sole resuciAsibility to export and/or delete the Cusiomc; Data prior
169 Mina lion (if expi ration of these Teri n c. and therefore we shall not hwie any i rabil ity either to Customer, nor to any User or, IN
connection thereto linlessexpressly indicated herein otherwise. the leaninationci expineflonof these -romr shall not relieve
its obligation to pay due Subscription Fees
HUNIMEM
Section 2.3 (Responsibility for Authorized Users), 3 (Customer Data), 6 (Privacy arld Security), " (Third Party services), 8 (Subs
Pwievfal arid fees Paymcn Q in respect of unpaid Subscription Fees, 10 33 (Governing Terms of Trial services and Pirr-fisleasEc
(Term and Termination, Suspension), 12 (Cooriderill@11(y), 1113 (k-Variarltv Disclaimer). 14 (Limitations of Ualbility), '16 (.1nderrinific
iGoverningi-4%k.-Land Jurisdiction: Gass AemunWajver and Arbitration) and 22 'General Provisiuns), shall stirvive the wrininaticii
these Term,-,, and cominue to be in forcr, and effect In accordanceivv0s their applicable terms,
11.6. Suspension,
%Vithom iderngating from our tamunahon right-, above, vie niay decide to t3inporanly suqpood the Arcount A.rid/Or a riser Profi
access thereto) andfor our Service, in the following events (I) we believe, at our sale discretion, that you or any third party, are
service in a mannor that may impose a security risk, may cause haini to us or any third party, and/or may raise any liability to
parry, (III we h0rrve, at out- soleviscration, that you or any rhirl party, are using the Service in [)reach of these, Terms or applior.
Custcri-er's paymprit obligations, in Fccordance with These —I efms, are of at ci likely to beoorne, overdue: or 6v) Cuszonner's -,I at
broachr)f the I he aroro-mentioned su-spf.risron rights are in addition to any remedies Ina! may fic, w.,ail
acccrdaitce imffi ffiesp Terms and/or applicable Law
12. Confidentiality.
12. 1. Confidentia� Inforrikytij
In cannection'MIll these Terms and the Service (including [Ile evaluation thereof), each patty (Disclosing Party may disclosi
party (,ReceivingPafty'.).riaii-I)tjbik,,.
and information, know-how, ,soflviare and any -other that is either identified as such or should reasarrab
understood to be confidential given the stature of the information and the circumstances of disclosure, vvinether clisclos, ceJ pri0i
Eflorlive Data ftht 'Confidential information I. Par the avoidance of doubt, (il Custornar Data is regarded as Cuslorner'S Conlic
rforination, and ifi) our Site. Service. Trial Service and/or Pi e-Released services, iricluswF of their undedyirq lechnology, arid t
performance Information, as well as any data, reports arid mtasriats, sve pro,rideo to You in connection with your evaluation 0,1 1
Servirp are regarded as okif Confidential Information Conridential Information does not include, information That (a) is o® heco
available to the public vAthokil breach of any obligation ovied zo, the Disclosing Parri. fb),.vas knolviri za the Receiving Party pric
disclosure by Me Disclosing Party %vilhow breach of any obligation oveed to the Disclosing Pany;(c) is received frown a third Pe
breach of:arty abligalian Owed to the Dis(losw5j, Party. ow (d) :vas indwI)Lrdeffly dEV(+10nf-d by The Receiving Party without any
refereum, In the Confidential Infoirnalion
or Use 0" Confidential In!
hind, access to Hiuse ernpkiyees. affiliates. service provridk=rs and agents, on a need to know L.,,asr, and who are hound by conti
obligations at least aS reSIACHVz,as those contained herein, arc; ffil, nor use of disclose any Cutifiderdial Inicurna4ion to any thir
Agreement No. 6392
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14"3- L'vI I prllt:u ulz�ulv>ukt.
N-tv.ithslarldlng U11- above" Confidential lr-afoi inWjon may be dindo.;(-'d pursuant Lo the order or requvenlenl, of a tour adrunt
pruvIded,h-,ywevpv, that the extent ILkjally Pariv shall rnake tier, effoi
prompt vaittennoticeof such court order or reqwrpm�-nt to the Disclosing Party ro enabfe thp. Disclosing Party to seek. a prole
othunwise prevent of reskricl such disdasun.,
13, Warranty Disclaimer.
NOTWITI ISTANPINC ANYTHINIG It,: TF [ESE TERMS OR ELSEVVI 4ERE To T1 IE CONTRARY AND TO TI,IEFLJLi,[-'.STEXTENT P-F
APRIL I CABLE I AVY:
1311' EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITESAND THESERVICE ARE PROVIDED ONAN'AS IS'. -WITH ALL - F
"AS AVAILABLE-Lz;!SIS,A"JDWII-HOUTti'VARRA,-,,IrIESD1- ANY KIND WEANDOUR , ArFILLATE3. SUBCOINITRACTORS. AGENTS
(INCLUDING, THE THIRD PARTY SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS ANDkA'ARRAN,
XIND, INCLUDING WITHOUT AND/OR REPRE' SENTATIONS OF MERC.-HANTABILITY, Fut"'CTIONALI
FIT NFSs FOSS A PARnCUi AR PURPOSE AND NON-114--dINIGEM041" Wlr IE1 HER EXPRESS, IMPL IED OR STATU I ORY
132 WE AND OUR VENDORS DO N07 VVARRANII. AND EXPRESSLY DISCLAIM ANY INARRANI V OkREPRNSIENTArpONTHAT
AND SITES, INCLUDING'rHE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY. SECURED, ERROR F
DATA WONT 81 LOST. THAT DEFECTS WILL BE CORRECTIED, OR THAT THE SITES ANWOR SERVICE ARE FREE FROM VI's.v:
HARMFIA CODE WE AND OUR VENDORS FURL HER DISCLAIM ANY AND At I HABIL I F-Y OR RESPONSIBILI 1 Y FOR ANY DEL:
INTERCEPTION, ALTERATION, LOSS, OR OTHER DAt-RAGES THAT YOU ANWOR YOUR DKFA (INCLUDING CUSTOMER DATA1
THAT ARC BEYOND OUR CORT ROL.
123 EXCEPT AS EXPRES912( SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR
REPRESENTATION (1) THAT OUR SERVICE OR ANY PORTION TH[Rr�OF)ISCOt,40i,CTE,ACC[jRA7EOFA.NYCERTAIN 0UALI
SUITABLEFOR.OR CONIWO IRLE WITH, ANY OF YOLIn COFAIEMP'l -ATEO ACT IVI FIESS, DEVICES, OPERAI ING SYS" EMS, BROV
SOFTWARE OR TOOLS (OR 1 HtJ IT VILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH, ANY LAWS APPLICABLE ro,((
REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS T1 IAT YOU OBTAINTHROUGI f TI IE SERVICE ANDIOR TI
14, Limitation of Liability,
NO I wi rHSTANDING ANYI HING IN I AESE TFIMAS OR ELSEWHERE TO THE CON TRAPY AND 10 1 HE FULLES r F.X1 FNT PEF
APPLICABLE LAW
14 1 IN NO EVENT $HALL EITHER PARry HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS ANDVENDORS (INCL
THIRD PARTY SERVICE PROVIDERS), 311 LIAPL I UNDER, OR OT I iCRA-,ISE IN CONNECTION WIT It 'THESE TERMS FOR (1) ANY
FXFIvIPI-,XRY.sr,EcIA'.COf,=SFQUEN'IIAI,IN(-IDEI%I-iAI, OR PUlUIT 1}A[ UAtAlAGES: i.11) /'uJ'f LOSS OF' PROF ITS- COSTS, AIJTICf}'e
(1111 ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, PEPUTATION REVENUE OP. GOODW L AN OR (rv) T - FAILURE
MEASURES AND PROTEG'DONS, WI ICTI IER IN CONTRACT, TORT OR UNDER ANY OTHER aFEORY IDFLIARIUTYGROTHEQr:
WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 114 ADVANCE, AND EVEN' IF
FAILS OF ITS ESSENTIAL PURPOSE
14 2. LXCFPT FOR FHE INDFNINVI Y ORUGA:1 IONS ol� FIT HEFT PAR-ry UP,IDF.p SE .Cj'joN 16 (INI)ENIN IF ICATIO 114) HEREIN, YOU
OBLIGATIONS H E REU KID E R OR BREACH OF 0 -, I R k4fLrI:E J, [It, BY E I T H E i. Z YO , 10 R IN CASE OF A f- I J S TOIN'l ER, A
USERS UNDERLYING ITS ACCOUN -1 IN NO EVENT SHALi- TjiE TOTAL AGGREGAT1f,IABI[LjT1-.' OF EITHER , PARTY ITS AFFILV
IHIRf:,-fJARIYSERVICE I)ROVII)EI,S),Ul,,'13FR,OPiOFHEn
CONNECTION WITH. THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES AC.'
YOU (IF ANYl Dk )RING rIIE12CONSECUTIVE &IOtNITI-ISPRECEDING TITS EVENT GIVING RISC Tel SUCH LIAMLITY. THIS Uml
I-JAMI-11 Y IS CUMUI KI FV6 AND NO'1 PHINCIDIFF11
111IM111 F11149111111 1111 111111 111111 11■
hw,c,epT fas expressly stalorl in these l erms, we rviake no r.,�Preseniation,,,, or warranless that ;our use of the Service is appropria
jUrisdiclion. Other Lhan as mdieltiM herein, yoo are rc-sponsibir,, For your compliance wiVr any local andior specific apolica b-k-, I
Z,pphcable to ycau use of Thv Service
15.2- Reasonable Allocation of Risks-
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Agreement No. 6392
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16. Indemnification.
16.1. By CusLomer.
Customer hereby agrees to indemnify, defend and hold harniles-,-, inanday.corn and irs affiliates, officers, directors employees
and againsL any and all claims, damages, Ses'lir, a .
result of any third party claim arising from (I) Custorner'S arid.10i any of its Users', violation or these 1'erels or applicable Law,
CLak"Ane. Data, includi rig ffieuse Of Cus-orri Gala `�%' mondavc(im and/rii any of its subcontractors, intflages or violates, any
intelleCIL.101 proper ly, privacy cinders publicity rights
99MUMMEMM=
Trionday.coin hereby agrees To defend CusicAner, its affilitlies, officem dllecuirS, and employees, in and afAinsir any thdid party
demand against Cuslorrei, alleging that Customers author ized use Of the Service infringes or constitutes misappropriation ofcopyright, trademark or registnied US patent (tile 1P Claimid w
'). are tall! indemnify Customer and hold Customer harmless ac
dam arras and costs finally awarded oil SLICh IP Claim by a e0kIrt 01 canipeterit juriEdiclion or agreed to via letflprnfolk we agleg
Including reasonable attorneys' fees
rilondayrorria inoernrity obligations Linder this Section 16 -shall not apply it (i) the Service (or any portion tfieieol�; viias inodifi.
or any of its User; or any third early, but solely to the exlr-ni the IP Claim vvould ha,,.-e been avoided by not doing Such modifies
Service is used in combination wIll any :ocher Service, device, software or produrtS, inziuding, without hint0on, Third Party S
solely to the extent qlar Such In Clairn sruld have been avoided veiihout such combination. andloi (m) any IP (lairr, a0sing 0r i
Custorner Dala or kc. any events giving risse to Customers in&rnoiky obligalloris under Sct.liori 16,1 above. Alithatiq derogating
foregoing defense and indemnification obligation, if monday.corn believes that the Service. or any parL thereof, rnay so Infringc
Mouday.cOrrr May in its sole discretion. (a" obtain at no additional cost to V00 tl;e right to continue to use the Service; (b) repi
the allegedly infringing par', of the ServgGe so that itheconnes non -infringing giving subs'annally erfurvalent pLINErnince;
gnondaycom cletenmines aval the foregoing remedies are not reasonably available, then moriday.corn may require that use of
intrinr 1: 0 Service (of part lhellio!) shall cease and in event. GUSToMEN" Shall iecelve a v, oratedri4und of all,., Subscript
for the unused portion of the Subscdpflon Term THIS SECTION 16'_ STA711S rnondaycornS SOLE A -ND ENTIRE LIABILITY Af
EXCLUSIVE REMEDY, FOR APP( INI-ELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY manday COM AND/C
AND UNDMLYING 1 EQ1N()LOG1(
16.3 Indemnity Conditions.
the defense and indemnification obligations of the indernnifying party under this Section 16 are subject to (1) the Indemnified
prompily provide awriden notice of the claim for which an indepilnifif-alion is being ,ought, provided that such indernnitee's fa
V�All not relieve the inder"nify4ig par !y of its obligations under this Section 16, except
to fire extent the itiftnnifying partys del
malerially prejudiced thereby; (d) the indemnitAng party being given immediate and exrfusive control over the defense and/or
Ilse chim, jliSz&J� , hovgdcrthat the indemnifying party shall not enter into any compromise or seltivirrent of any such claim
ieutnies any rnonetaiy obligation or arinnission of liability or any U.Measonible iesponsibdilly or liability by an inderinnitee v.-Rho
rintlen consent of tile affected inderriniee, which Shall not be. unreasonablywahlield or delayed. and (ht) the indemnified part)
reasonable cooperation and asnistasce., at the Inds tnnifyii ig party's expense. in the defense ar-A'ar settlement of such claim a
any artion Ihat prejudices the inden inifying, party's defe-isr, of. (]I respoilse to. such Plaim
W-M
Our Service includes third party codes and libraries that are subject to third party open source license terms (the 'Open Sours(
'Open Source Terms'. respecfively,) Some of such Open Source Tmirls determine dial to khe extoot applicable to the reispccliv
Code lirprised thei iiund% ,ij:. .h terms prevail over any conflicting ficensp teens, inducing these I-erms We use Our best 2nde.
such Often Source Code viiiihin our Service, hence we encourage Customer to familiarize iksetlkvith such Open Source Terms
use best efforts to use only (,pen Source Codes that does not impose any obligation Ix affect the Cuswirrict Data or related in,
property (immrid what is stated in the Open Source Terms and herein), on an ordinary use of our Service that does not invofw
modifir-atiol i. distribution or independent use rf such Open Source Code Nobvithstanding anything to the contrary, i-,je make n
indernruty hateonclar with rcspcci to any Open SoulceCodes the lollovmrig copyright Malemenui and licensees apply to discre
18. Export Controls; Sanctions.
Agreement No. 6392
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V
Iran, Syria. Nonh Korea. or the Cdrnea iegionai Ukraine.), 1,1�1 identiflieu on a listol. prohibited or re.stnNod persons, Stich as the
Depar-unew's rise of SpeciallY Designated Nationals arc[ Blocked Persons, or tc) oltherwi5e the target of U,S sanctions Cristo
responsible for complying with afrplicible. Export Controls rind sanctions which may ernpore addilional restrictions, prohiLifior
reqUi. ouvents on the use. expoi I, re export or import cif the
0)eUS hiternaliaiml Traffic in Arn's RequialicinSog qhnilar Laws in dater jurisdictions, or other -wise requires any special Perm
license. is respec'. of ds use, itoport, eyron or re-export hereunder
19. Modifications.
Occasionally wenlay retake chancr-, to these Terms for or wilid reasons, such as addiriq new functions or features to she Seivjc:
adjustrilcrits, IV cjs 01 error fixirkf: for legal or regulatory reasons or for a- y after reasons as vve deer-i necessary al our sole d
p
we makemaiarml changes Its these leans, w0l provide Customer with notice as afticropriate under the circurretiances, e.g; b
proinirceni oriiir-e t-vilhin file Service or by sending CUMOMLran entail Your continued use. of We Serwop afaa tire changes hat
irnplervenled V0111 constitute your acceptance of ifle changes
20- Government Use.
If Customer is part of Er U, S Government (agency, depa-1 tment or otwrvvlse, eidlet federal, '31ale or, local fa %overnmeill Custer
Government Custonter ur-.reby agrees thal, the Service under these Terms (Ju3lpas as `Commercial computer Sorvvare and "C
Come±uter Sorlwaru Docunien-ation, viallin the mLaNf%d of Federal Acquisillon Regulation ('FAR') 2301, FAR 1') 212. Defense
Acquis;lioliReg.ilationSu.ol)lementCDFARS^)227,7201,and l)FARS2512.'?7-701,4 Government Cusloiner further agrees that
tills Sector) 20 shall apply to Customer- Goveinmen I CusiIorrjcn'n lechniaml data and -sisfIvizitc rights related to the Service incli,
0ghIs customarily provkJed to the public as specified In these -Tern -is in accordance with W. 12 212, FAR 27 2,105-3. FAR 52.22
2`7 7?02- 1 and General Services Acquis,tion Reaulafion ('GSAR') 552 212-4(yv) Its applicable) In no event shall source code
considered to be a deliverable or a softvrare deliverable under these Terms We grant no ficuns—nhatsciever to any Gowronle
any SOUrCe code conlained in any deliverabla or a sriflvvare deliverable If a Government CUSIOMer has a need for rights not at;
Terms, it must necloliqlevnih us to determine if there are accppiable terms for granting Muse rights, and a mutually accel)tabil
aduenclum, specifically granting lhose rights must be included In any applicable agreernent Ally unpublished-righis are reserv(
apploahte copyright laws Any prowsialls e:oiltaded in Ithese? Ternis that conriadir.1 any Law applicable to a Governmew cusic
limited solely To the exkw permitted under Such applicable Law
21, Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitrati(
21.1, Governing Law, Jurisdiction,
These Telmr i and any action related theretovoll be governed and inlei-Ineied by and under the la-ws of the State of Israel vJxho
toanyconnicisortans
rel Aviv -,Jaffa, Israel• shall have the sole and exclusive jurisulirlion and venue over all
,�onlr- r
, oversir, aiid claims arrsing(ILI of. or relciiing ro.these Terms. You and us mutually agree that th"! United Nations Corwen
Contracts for the hoernmional Sale of (;hods clues not apply to these: Teuns
seek injunctivPrelief in any court in dnv , jurisdiction
21.2 Class Action Waiver,
WHERE PF P MITT ED UNDER APPLICAB LE LAI-N, YO! J AND nnonday con) AGREE T HAT EACH PART MAYBRINICCLAIMSAGM
OTHER PAR TV ONI-Y IN YOUR Op 11-S INDIVIDIJAL CAPACITY AND NOT AS A PLAINTIFF OR GLASS NIUMBEER IN ANY PURPOf
RFPRFSFI1I1ATIVEAC'IION Unless bolit you and monday.corn mutually agree. no atbitralu r orjudge may Consolidate rilou. H,
dairns or 0l'ier%vis e preside over' any forincif a
21.3. Arbitration
To the extent perrniltLd Under applicable Lclvv you arid nionday.corn hereby irrevocably agree w file follo-vIng ppovisions:
213. 1 Dispute resolution and Arbitration.
C0114-FIC0,01`1 StattflL'J'TaUd, I'llisrcloesciiiation, oe any other legal them y, andvvileVier the crairoG twisAdunno for after illeterr,
expiiatron of these Terms} mill he dervuluried solely 1)), mandatory Nildingarhitrafic0i it,, arbitration there is nQ.ifl0gP or,jury art
ofartarbitration av%-'ard islaniled relief asa,
-
tirmsolillese rents asacourt would
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Agreement No. 6392
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21.3.3 Arbitration Process Rules.
Either you or we may start arbitration proceedings Aviv arbitration 1)etmeen you
and us will Le finally settled under the Rules or
lhr= internainkial Charnbor ofCarrinnorco OF 'iCC) then in forc.e (Fine 'ICC I by one irbilrawr oppointod in aucordancei
rKules 'tile arbitration will kakeplal:e in Tel Aviv -Jaffa, and shall be conducted in the English language anti unless okoerwfse vet
rn3ridatory la -ea of any jur-IsdiCtion, FFQ law' to be applied in any to oirabor; shall bet he law of tire State of Israel, .,vilhout regard
conflicts of lay. principle, The arbitration proceedings shall be conduC-Led Or. Or! expedited basis and shall result in an mvard v
llian 60 days The arbitration Tile award of Ilia Arbitrator shall be final arid birldil Fit
this agreement shall be kept confidential to Ora rnw.imuril extent pnzs!bIc
41y ali-Mrarion must be coninienced by rding a demand lor arbilralion vviihinr 2 years alter the date tile parly assering 1he clot
reasonably of tile a(:,, Omission, cir deault giving rise to the claim;and there shall lie fin riqji in any rerried", for
If applicable la-,,, prohibits such lirnita lion perir/d for asserting Oairns° any rUrn must be asse
shot lost firri,:i period perrinitted b,, applicable Law
21.3.5 Notice; Process -
dispute to the other. by rriffif;ed mail or Federal E
(signature required), or in the event that vie, do not IIF%,L a physical address On Me for You, by e[ectrerim mad Misoute Notice')
Notice must h.) describe the nature and basis of the clairn, or dispute; and kill set forth the specific relief sought, k-Ve agree to rie
efforts to resolve the claini, directly, but rf
asap do not mach an aJl'c�rnenl i(7 do so :vilhira 30 r13ys triter thee 13ispute 1•lo[icc ?s rtc°*ived: Yru ar Js in`vy cnmr?Ience act arl];n
proceadinq Pri ring the arlidration. the OMOLin t of any wilpmeni offer made byyou or us shall not hediscimed in il)E�. arbitrate
arbitrator makes a final decision and award, 0 any Without deniganing fie rn the generality of 11 ie
V 2 :1 above, all documents and information disclosed in the course ofthe arbitration shall bekept
shall not br., usod by therecipicril foranypurpose other than for purposes of the arbliraticnar the vinfoecernentafthe arbitrate
award and Shall not be disclosed rticerit in confidence to persons vd-ho have a need in knob for such puripli-psor as iequited fl
Law. Except as required to enforce the artirrators decision and mmard, neither you nor us shall make any public arnouncenien
comment or originate anv pubficiky concerning the orbilralfon, including. but no! fimiled in, fli, facl Thal the parjirs are in diSPL
existence of the a,bri-afion, of any de; ision owapvard of flip FWArpmr.
22. General Provisions.
22.1. Translated Versions
These Terms weiv., ywrihon in English, and translated into other languages inr your convenience 14 a translated (riorri-English) vE
Terins conflicts inanywayofith their English version the provisions of the Englishversion shall prevail
22.2, Force Majeure.
Neither us nor you will be Ilableby reason ufany thidureor delay in the performance of its oufiywiuns on account of events bed
icasonable corilrol of a party, kvii1ch !flay'Include
ifi!O-parly hosting services, strikes, shortages, riots, fires,
sets of God, v.-ar, terrorism, and goverfirnertal action
22.3. Relationship of the Parties; No Third Partv Beirieficimes-
The parties are incleppridew ccintractors These Tprins and tilta service provided hereunder, or, ant create panna ship, franc -
venture, agency, fiduciary -or eniplovelient relafifin--hip between One parties There are no third party beneficiaries to these Tern
NNEEMIM
Ale shall use Your contact dekaiI8 chat no have in our rerords, in connection %vith providing you notices, sudjeel in this Section
4-rita'ar-1 detads for anry notice.-. are detailed beklvv You mkookdedric notices Oilk, we Pi-OVAO you, in cnnarrrinn witil. these Ten
,,MherwiserLIatedSitespusouroarny inyl:
in-app notification, o-rrr3il, phone (if fiis, class, airmail, or u-jPrilight courser. You Nrrheracknnwledge that an electronic holifica
any applicable legal notification 1eqUilfflMents, includill- - 1 it !at skirt! notification ion vvi H be fpb wrifin q Arty nolicp, to yno will be 4jecim
'lie ewiie, of- (1) receipt: or hi) 94 hours of ielivery i%jokir � d P 2 set
-Q., to us shall be provided Zornonrlaircorn Up r Ml� 6 -n- fal COUTI
leg-wlftbfxtd'A',r°.::Qmi or sent to 52 6 Yltzhak. Saden Sl TM -Aviv, Israel
Agreement No. 6392
,t ". monday..
Start here- V
Teams Mle mayassign nur righir and/or ohligaVons hereunder and/or transfer ownership rights and title in jh,: S�rvjre to a thi
"Atho(a ,our f.:onsenk at pnor nofico to1 1) L, 1 Su bject to the tefegoog -undilions. these Terms shall bind and inure to thr; berief.
.
:heir respecOve successors, and parf-mMed. assigrv✓ Any assignor em riol, authorized under this Section 22.5 shall bc- null and vL
22.6. Severability
These -renns shall be C!nfnMed to UIE FUIleSt extent ijerr8 0ted undeC rw dicable La,,4 if any IJl iJ.6 5Fnr1 i these -,'Gjnjj is held by
competent jurisdiction 4) fe contrary ?(, lav; the
provision -wRI bemodified by the court and iraerpreted sc, as best to a-COMPI'sh the objectives of the wiginal proOsio-n to the f
POMIRI-nd by law, and IhE r'I'lowsral prnvisicms of these Terms will remain in effect.
22.7- No Waiver.
No fialwe or delay by eilhEr party in exercising any rigfir under these Tawns veill constitute a vvaNLr of ' lim hght Nu vvaivoi urx
.'9iI be £I'iL'-CPd;2 canters made [n Y?ntirCj anti signed by am atRhersxnd r=prescrttativ� r,f the party h=irrg cleerned to Wage Jranted
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14-day free trial I No credit card needed
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11, W ;API, S! N— Yo,k, NY 10011, LJ$A
Agreement No. 6392
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO,
a rgenal law city
le, 5lie Charles Mallory, Dector
Information Servies Technolo Department
ATTEST,;
Tracy weaver,
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
3oaqu'n Vazquez,
Depa'y City Attorney