CONTRACT 6741 Vender AgreementMenu
Christopher Draper
Pricing
Option 1
Name
Description
Enterprise
monday.com
Plan
(http://monday.com/) Work
OS - Enterprise Plan
monday
monday projects -
projects -
Enterprise Plan
Enterprise
Plan
Customer
Customer Success
Success
Manager Plan: Bronze
Manager
Digital Responsive Support
Office Hours / Monthly
Emails
Hi, Guest
Agreement No. 6741
Sales Order for
City of El Segundo
Duration Start
End
Hours Quantity List Price
Discount
Net Price
(Months) . Date
Date
96
12 Oct
Oct
20 $10,800,00
10.00%
$9,720.00
27,
26,
2023
2024
12 Oct
Oct
20 $1,200.00
10.00%
$1,080.00
27,
26,
2023
2024
12 -
- $0.00
0.00%
$0.00
Onboarding Onboarding Support _ Oct -
Support 27,
2023
2 $0.00 0.00%
$0.00
Total List Price:
$12,000,00
Total Discount:
10.00%
Total Net Price:
$10,800.00
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Onboarding Expiration Date is Dec 26, 2023
Menu
Hi, Guest
Qrnhgarding Support
Up to 2 on -demand sessions
Agreement No. 6741
• If you are exempt from paying sales tax please attach a tax exemption certificate in order for us to process the correct invoice
• If you require a purchase order number to be quoted on the invoice, please attach a copy of the Purchase Order.
• Please confirm the finance contact, preferably an accounts payable e-mail address, where invoices should be sent
T&C
This Sales Order form (the "Order') for monday.com services as described above (the "Services") is issued under and shall be
governed by monday.com's Terms of Service available at: https:#monday.com/terms/tos (the "Terms") and any addendum thereto
entered into by the parties in writing ('Addendum"); however, if a SaaS agreement was signed by monday.com Ltd. and the customer
identified above (the "Customer') in respect of the Services (the Agreement") then the engagement hereunder shall be governed by
the Agreement. This Order, Terms, Addendum and Agreement (as the case may be) and any exhibits or appendices referred therein,
constitute the entire agreement by and between monday.com and Customer in respect of the provision of the Services. Any other
arrangements, either oral or in writing, in respect of the Services shall have no force or effect.
This SO does not reflect any applicable taxes that may arise as a result of this SO. If monday.com is registered to collect and remit
such applicable taxes (e.g. sales tax, VAT, etc.) monday.com will set forth such taxes in the applicable invoice related to this SO.
Customer hereby acknowledges and agrees that the shipping and billing information set forth in this SO may be relied upon
by monday.com for purposes of calculating such taxes.
Payment Terms: Net 30
If this Sales Order is not returned signed by Customer by Oct 31, 2023, this offer expires.
Address Information
Company Legal Name: City of El Segundo Sold -To Name: City of El Segundo
Tax ID: 95-6000706
Billing Address: Sold -To Address:
350 Main Street, , 350 Main Street,
El Segundo, California,90245-3895, El Segundo, California, 90245-3895
United States United States
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_MetSignature
Hi, Guest v
cityofelsegundo (1831824...
cityofelsegundo (18318249)
monday.com
Review Document & Sign
Agreement No. 6741
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Revised 3/28/23
Agreement No. 6741
IN WITNESS WHEREOF the parties hereto have executed this contract the day and
year first hereinabove written.
CITY OF E EGUNDO
41
c
Darrell George
�T T.
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
HENSLEY, City Attorney
Joaquin �quez, Assistant City Attorney
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Agreement No. 6741
Legal
Last Updated: April 17, 2022
Thanks for joining monday.com
These Terms of Service along with any other terms and policies referenced
herein, and are incorporated herein by reference and form an integral part
hereof, as amended from time to time (these "Terms") constitute a legally
binding agreement as of the Effective Date (as defined below), governing
your access to, and the use of www.monday.comand any related website
owned or operated by monday.com (the "Sites"), and the use of, and
registration with, monday.com Service (defined below) through the Sites, a
mobile application or through any other means. These Terms are between
monday.com Ltd. (6 Yitzhak Sadeh St., Tel -Aviv 6777506,
Israel) ("monday.com", "us", "we" or "our") and you, either individually, or on
behalf of your employer or any other entity which you represent ("you" or
"Your"). monday.com may use its affiliates, including monday.com Inc. (246
5th Avenue, Suite 305 New York, NY 10001, USA) and third party service
providers to process and/or collect payment from you.ln case you represent
your employer or another entity, you hereby represent that (i) you have full
legal authority to bind your employer or such entity (as applicable) to these
Terms; and (ii) after reading and understanding these Terms, you agree to
these Terms on behalf of your employer or the respective entity (as
applicable), and these Terms shall bind your employer or such entity (as the
case may be). PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED
REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (1) IF
YOU ARE USING YOUR EMPLOYER OR AN ENTITY'S EMAIL ADDRESS IN REGISTERING
INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR
THE SERVICE, THUS, EXCEPT WHERE INDICATED OTHERWISE "YOU" SHALL REFER TO
CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS
ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY
Agreement No. 6741
EITHER: (1) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE
ACCEPTANCE OF THESE TERMS; OR (II) REGISTERING TO, USING OR ACCESSING
THE SERVICE, SITES OR monday.com MOBILE APPLICATION, WHICHEVER IS
EARLIER (THE "EFFECTIVE DATE").
IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO
NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS
APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE
SERVICE OR THE SITES OR monday.com MOBILE APPLICATION.
1. Our Service.
1.1.Our Service.
The monday.com platform is a cloud -based visual work management tool
that transforms the way teams work together, with the aim to build a culture
of transparency, ownership and accountability, inclusive of any and all
functionalities, application programming interface and tools offered as part
of monday.com platform, offered online and via a mobile application (the
"Service"). f
_gj�j ic Termmay apply to You or to some of the Service, such
specific terms are incorporated herein by reference and form an integral part
hereof.
1.2. Modification or Discontinuation of the Service.
We may add, modify or discontinue any feature, functionality or any other
tool, within the Service and/or Sites, at our own discretion and without
further notice, however, if we make any material adverse change in the core
functionality of the Service, then we will notify you by posting an
announcement on the Sites and/or via the Service or by sending you
grow -To M!"
1.3. No Contingency on Future Releases and Improvements.
Agreement No. 6741
You hereby acknowledge that your purchase of the Service and/or Third Party
Services (as defined below) hereunder are not contingent on the delivery by
us of any future release of any functionality or feature, including without
limitation, the continuance of: (i) a certain Service beyond its current
Subscription Term; or (ii) Third Party Services, or dependent on any public
comments we make, orally or in writing, regarding any future functionality or
feature.
1.4. Ability to Accept Terms.
If you, access and use the Sites and/or the Service, you represent and warrant
that you are at least 16 years old. The Sites and/or Service are only intended
for individuals aged sixteen (16) years or older. We reserve the right to request
proof of age at any stage so that we can verify compliance with this
paragraph.
1.5. Technical Support and Committed Uptime.
To the extent you purchased an enterprise tier subscription, you will be
entitled to premium technical support and an uptime commitment, by
monday.com, in accordance with the Service Level Agreement available
at ipsrrorda.r,.rrer1, as may be updated by monday.com
from time to time.
1.6. Additional Services.
Customer may choose to purchase additional services to be provided by
monday.com, subject to the monday-com Additional Services Terms.
2. Account Registration and Administration.
2.1. Account Registration.
To register to the Service for the first time, you shall create an account
with the Service. By creating an account ("Account") and registering to the
Service you become, either individually or on behalf of your employer or any
Agreement No. 6741
entity, on behalf of whom you created the Account, a monday.com customer
(the "Customer"). The first user of the Account is automatically assigned as
the Account administrator (the "Admin").
2.2. Your Registration Information.
When creating an Account or when you are added into an Account and
creating your user profile (the "User Profile"), you: (i) agree to provide us with
accurate, complete, and current registration information about yourself; (ii)
acknowledge that it is your responsibility to ensure that your password
remains confidential and secure; (iii) agree that you are fully responsible for
all activities that occur under your User Profile and password, including any
integration or any other use of third party products or services (and
associated disclosure of data) in connection with the Service; and (iv)
undertake to promptly notify us in writing if you become aware of any
unauthorized access or use of your Account or User Profile and/or any breach
of these Terms. We may assume that any communications we receive under
your User Profile have been made by you. Customer will be solely responsible
and liable for any losses, damages, liability and expenses incurred by us or a
third party, due to any unauthorized usage of the Account by either you or
any other User or third party on your behalf.
2.3. User Verification.
You understand and agree that we may require you to provide information
that may be used to confirm your identity and help ensure the security of
your Account and/or User Profile. In the event that you or the Admin lose
access to an Account or otherwise request information about an Account, we
reserve the right to request from you or such Admin (as the case may be) any
verification we deem necessary before restoring access to or providing
information about such Account.
2.4. Account Admins.
The Admin(s) of an Account are, severally and jointly, deemed as the
authorized representatives of the Customer, and any decision or action
made by any Admin, is deemed as a decision or action of Customer. An
Agreement No. 6741
Admin may assign or add other members of the Account as Admins, which
possess important privileges and controls over the use of the Service and the
Account, including, without limitation: (i) control your (and other Users) use of
the Account; (ii) purchase, upgrade or downgrade the Service; (ii) create,
monitor or modify Users' actions and permissions; (iii) manage the access to,
control, remove, share posts or otherwise change, all or part of the Customer
Data (as defined below); and (iv) integrate or disable integration with Third
Party Services. You also acknowledge that your Account can become
managed by a representative of the entity that owns or controls the
email address domain with which your Account was created or registered.
Admin rights are further elaborated in our Help Center.
2.5. Other Users.
There are several types of Account users, such as guests, viewers and
team members, all of whom are defined within the Service and referred to
herein as "Authorized Users", and collectively with the Admin, the "Users". The
features and functionalities available to the Users are determined by the
respective subscription plan governing such Account, and the privileges of
each such Authorized User are assigned and determined by the Account
Admin(s). For more information on the
rights, permissions and definition of each of the various types of Authorized
Users, visit this ,article in our I•-1 ljp,,.Zgr.
2.6. Responsibility for Authorized Users.
Customer is solely liable and responsible for understanding the settings,
privileges and controls for the Service and for controlling whom Customer
permits to become a User and what are the settings and privileges for such
User, including without limitation, the right for a User to invite other Users
(either paid or unpaid), the right to incur charges on the Account, the right to
access, modify or share boards, etc. Customer is responsible for the activities
of all of its Users, including Order Forms they may place and how Users use
the Customer Data, even if those Users are not from Customer's organization
or domain. Further, Customer acknowledges that any action taken by a User
Agreement No. 6741
of Customer's Account, is deemed by us as an authorized action by
Customer, hence Customer shall have no claim in this regard.
3. Your Customer Data.
3.1. Customer Data.
Customer Data is any data, file attachments, text, images, reports,
personal information, or any other content, that is uploaded or submitted,
transmitted or otherwise made available, to or through the Service by you or
any User and is processed by us on Customer's behalf (the "Customer Data").
For the avoidance of doubt, Anonymous Information (as defined below) is
not regarded as Customer Data. Customer retains all right, title, interest and
control, in and to the Customer Data, in the form submitted to the Service.
Subject to these Terms, Customer grants us a worldwide, royalty -free, limited
license to access, use, process, copy, distribute, perform, export, and display
the Customer Data, and solely to the extent that reformatting Customer Data
for display in the Service constitutes a modification or derivative work, the
foregoing license also includes the right to make modifications and
derivative works. The afore -mentioned license is hereby granted solely: (i) to
maintain and provide you the Service; (ii) to prevent or address technical or
security issues and resolve support requests; (iii) to investigate when we
have a good faith belief, or have received a complaint alleging, that such
Customer Data is in violation of these Terms; (iv) to comply with a valid legal
subpoena, request, or other lawful process; and (v) as expressly permitted in
writing by you.
3.2. Responsibility for Customer Data Compliance.
You represent and warrant that: (i) you have or have obtained all rights,
licenses, consents, permissions, power and/or authority, necessary to grant
the rights granted herein, for any Customer Data that you submit, post or
display on or through the Service; (ii) the Customer Data is in compliance
with, and subject to, our Acceptable !s Policy; and (iii) the Customer Data
you submit, your use of such Customer Data, and our use of such Customer
Data, as set forth in these Terms, do not and shall not (a) infringe or violate
Agreement No. 6741
any patents, copyrights, trademarks or other intellectual property, proprietary
or privacy, data protection or publicity rights of any third party; (b) violate
any applicable local, state, federal and international laws, regulations and
conventions, including those related to data privacy and data transfer and
exportation (the "Laws"); (c) violate any of your or third party's policies and
terms governing the Customer Data. Other than our security and
data protection obligations expressly set forth in Section 6, we assume no
responsibility or liability for Customer Data, and you shall be solely
responsible for Customer Data and the consequences of using, disclosing,
storing, or transmitting it. It is hereby clarified that monday.com shall not
monitor and/or moderate the Customer Data and there shall be no claim
against monday.com of not acting so.
3.3. No Sensitive Data..
You shall not submit to the Service any data that is protected under a
special legislation and requires a unique treatment, including, without
limitations, (i) categories of data enumerated in European Union Regulation
2016/679, Article 9(1) or any similar legislation or regulation in other
jurisdiction; (ii) any protected health information subject to the Health
Insurance Portability and Accountability Act (" HIPAA"), as amended and
supplemented, or any similar legislation in other jurisdiction, unless Customer
and monday.com separately enter into a HIPAA Business Associate
AgLqe.r .er ; and (iii) credit, debit or other payment card data subject to PCI
DSS or any other credit card schemes.
4. Public User Submissions.
4.1. Public User Submissions.
The Sites may have certain features that allow you to submit
comments, information, and other materials publicly (collectively, "Public
User Submissions") and share such Public User Submissions with other Users,
or the public. By submitting Public User Submissions through the Sites, you
grant us a license to access, use, copy, reproduce, process, adapt, publish,
Agreement No. 6741
transmit, host, and display that Public User Submissions for any purpose,
business, including without limitation, for publicizing and promoting
monday.com, the Service and/or the Sites and for any other lawful
purpose, in any media format (e.g. in -print, websites. electronically,
broadcast), and you hereby waive, or to the extent legally prohibited, assign
to monday.com, any moral rights in your Public User Submissions.
4.2. Responsibility for Public User Submissions.
You acknowledge and agree that: (i) you have or have obtained all rights,
licenses, consents, permissions, power and/or authority, necessary to grant
the rights granted herein, for any Public User Submissions that you submit,
post or display on or through the Service; (ii) we do not control, and are not
responsible for, other content and/or submissions, posted on our Sites and/or
Service by others; (iii) by using the Service and/or Sites, you may be exposed
to content and/or submissions by other users or site visitors that is offensive,
indecent, inaccurate, misleading, or otherwise unlawful; (iv) any Public User
Submissions are submitted in accordance with, and subject
to our Acceptable Use ...Policy.
5. Intellectual Property Rights; License.
5.1.Our Intellectual Property.
The Service and Sites, inclusive of materials, such as software, application
programming interface, design, text, editorial materials, informational text,
photographs, illustrations, audio clips, video clips, artwork and other graphic
materials, and names, logos, trademarks and services marks (excluding
Customer Data), any and all related or underlying technology and
any modifications, enhancements or derivative works of the foregoing
(collectively, "monday.com Materials"), are the property of monday.com and
its licensors, and may be protected by applicable copyright or other
intellectual property laws and treaties. As between you and
monday.com, monday.com retains all right, title and interest, including all
intellectual property rights, in and to the monday.com Materials.
Agreement No. 6741
5.2. Customer Reference.
Customer acknowledges and accepts that monday.com has the right to
use Customer's name and logo to identify Customer as a customer of
monday.com or User of the Service, on monday.com's website, marketing
materials or otherwise by public announcements. Customer may revoke
such right, at any time, by contacting up ortiamon iayy co .
5.3. Your Access and Use Rights.
Subject to the terms and conditions of these Terms, and your compliance
thereof, and specifically in strict compliance with our Acc lg l.e Use: Pa ll y,
we grant you a limited, worldwide, non-exclusive, non -transferable right to
access and use the Service and Sites, during the applicable Subscription
Term, solely for Customer's internal purposes.
5.4. Use Restrictions.
Except as expressly permitted in these Terms, you may not, and shall not
allow an Authorized User or any third party to: (i) give, sell, rent, lease,
timeshare, sublicense, disclose, publish, assign, market, resell, display,
transmit, broadcast, transfer or distribute any portion of the Service or the
Sites to any third party, including, but not limited to your affiliates, or use the
Service in any service bureau arrangement; (ii) circumvent, disable or
otherwise interfere with security -related features of the Sites or Service or
features that prevent or restrict use or copying of any content or that enforce
limitations on use of the Service or Sites; (iii) reverse engineer, decompile or
disassemble, decrypt or, attempt to derive the source code of, the Service or
Sites, or any components thereof; (iv) copy, modify, translate, patch, improve,
alter, change or create any derivative works of the Service or Sites, or any
part thereof; (v) take any action that imposes or may impose (at
monday.com's sole discretion) an unreasonable or disproportionately large
load on the monday.com infrastructure or infrastructure which supports the
Sites or Service; (vi) interfere or attempt to interfere with the integrity
or proper working of the Service or Sites, or any related activities; (vii) remove,
deface, obscure, or alter monday.com's or any third party's identification,
Agreement No. 6741
attribution or copyright notices, trademarks, or other proprietary rights affixed
to or provided as part of the Service or Sites, or use or display logos of
the Service or Sites without monday.com's prior written approval; NO use
the Service or Sites for competitive purposes, including to develop or
enhance a competing service or product; or (ix) encourage or assist any
third party (including other Authorized Users) to do any of the foregoing.
5.5. Feedback.
As a User of the Service and/or Sites, you may provide suggestions,
comments, feature requests or other feedback to any of monday.com
Materials, the monday.com Service, the API (in case you are the Admin)
and/or the Sites ("Feedback"). Such Feedback is deemed an integral part
of monday.com Materials, and as such, it is the sole property of monday.com
without restrictions or limitations on use of any kind. monday.com may either
implement or reject such Feedback, without any restriction or obligation of
any kind. You (i) represent and warrant that such Feedback is
accurate, complete, and does not infringe on any third party rights; (ii)
irrevocably assign to monday.com any right, title and interest you may have
in such Feedback; and (iii) explicitly and irrevocably waive any and all claims
relating to any past, present or future moral rights, artists' rights, or any other
similar rights, worldwide, in or to such Feedback.
5.6. API Use.
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 its use is subject to all these Terms. Without derogating from
Sections 5.1 through 5.4 hereof, you may only access and use our API for
Customer's internal business purposes, in order to create interoperability and
integration between the Service and other products, services or systems you
and/or Customer use internally. When using the API you should follow our
relevant developer guidelines. We reserve the right at any time to modify or
discontinue, temporarily or permanently, your and/or Customer's access to
the API (or any part of it) with or without notice. The API is subject to changes
Agreement No. 6741
and modifications, and you are solely responsible to ensure that your use of
the API is compatible with the current version.
6. Privacy and Security.
6.1. Security..
monday.com implements reasonable security measures and procedures to
assist in protecting your Customer Data. You can learn more on our security
measures and procedures on our Security Pa e as updated from time to
time.
6.2. Privacy Policy.
As a part of accessing or using the Service and the Sites, we may collect,
access, use and share certain Personal Data (as defined in the Privacy Polic
from, and/or about, you. Please read our Prk1y P which is incorporated
herein by reference, for a description of such data collection and use
practices.
6.3. Data Processing Agreement ("DPA")
By using the Service, Customer also accepts our Data ros5 ng Agreement,
which governs the Processing of Personal Data (as both terms are defined
in the DPA) on Customer's behalf, where such Personal Data is subject to the
General Data Protection Regulation 2016/679 (the "GDPR").
6.4. Anonymous Information.
Notwithstanding any other provision of these Terms, we may collect, use and
publish Anonymous Information (defined below) relating to your use of the
Service and/or Sites, and disclose it for the purpose of providing, improving
and publicizing our products and services, including the Sites and Service,
and for other business purposes. "Anonymous Information" means
information which does not enable identification of an individual, such as
Agreement No. 6741
aggregated and analytics information. monday.com owns all Anonymous
Information collected or obtained by monday.com.
7. Third Party Services; Links.
7.1. Third Party Services,.
The Service enables you to engage and procure certain third party
services, products, apps and tools in connection with the Service, including,
without limitation, third party applications and widgets offered via our
integrations offering or which you decide to connect through our API, as part
of the Service (collectively, "Third Party Services").
7.2. Independent Relationship.
You acknowledge and agree that regardless of the manner in which such
Third Party Services may be offered to you, we merely act as an intermediary
platform between you and such Third Party Services, and we do not, in any
way, endorse any such Third Party Services, or shall be in any way responsible
or liable with respect to any such Third Party Services. Your relationship with
such Third Party Services and any terms governing your payment for, and use
of, such Third Party Services, including without limitation, the collection,
processing and use of your data by such Third Party Services, are subject to a
separate contractual arrangement between you and the provider of a Third
Party Service (the "Third Party Agreement"). we are not a party to, or
responsible, in any manner, for the compliance by you or by the provider of
the Third Party Service with the Third Party Agreement.
7.3. Integration with a Third Party Service and your Customer Data.
Through the Service you and any other Authorized User within the Account,
may enable an integration of your Account, including, boards within your
Account (or a portion thereof), with Third Party Services, which will allow an
exchange, transmission, modification or removal of data between us and the
Third Party Service, including without limitation, the Customer Data, the scope
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of which is determined by the applicable actions set by such integration. You
hereby acknowledge that any access, collection, transmission, processing,
storage or any other use of data, including the Customer Data, by a Third
Party Service, is governed by the Third Party Agreement, including any
applicable privacy policy, and monday.com is not responsible for
any access, collection, transmission, processing, storage or any other use of
data, including the Customer Data, by the Third Party Service or for such Third
Party Service privacy and security actions, inactions or general practices. By
integrating and/or using the Third Party Services, you acknowledge and
agree that: (a) you are solely responsible for your compliance with
applicable privacy restrictions, laws and regulations, including your use of
the Third Party Service and other data activities you may conduct or may
permit third parties, including the Third Party Service, to conduct; (b) the
activities and use of the data by you and any other Users within the Account,
may result in a modification and/or removal of data, either in the Account
(i.e. Customer Data) and in the integrated Third Party Service. We shall have
no obligation of any kind, for any such modification and/or removal of data,
either in the Account with us and/or the integrated Third Party Service.
7.4. Use Conditions and Limitations.
Both monday.com and a Third Party Service may impose, each at its sole
discretion, additional conditions or limitations on your access and use of
certain Third Party Services, including without limitation, imposing a limited
quota on the number of actions or other uses (as the case may be). Such
additional conditions or limitations shall be indicated wherever
relevant within the Service or the Third Party Service or otherwise notified to
you or to any other relevant User of the Account.
7.5. monday.com Marketplace.
monday.com may make available Third Party Services through
the monday.com Marketplace. Your use of the monday.com Marketplace is
subject to the monday.com Marketplaze Terms of Service.
7.6. Payment for Third Party Services.
Agreement No. 6741
Third Party Services may be offered free of charge or for a certain fee, either
charged directly by the Third Party Service or by monday.com. Wherever the
Third Party Service requires a payment, it shall be indicated next to the
offering of the Third Party Service, unless such price is included within the
Subscription Plan (as defined below) for the Service. Whenever monday.com
charges Customer on behalf of itself and not as an agent on behalf of the
Third Party Service, the payment terms, including the payment of fees,
renewal and refund policy, are governed by Sections 8 and 9 herein.
Whenever monday.com charges Customer on behalf of the Third Party
Services, then Customer acknowledges that monday.com serves only as an
intermediary role in facilitating or collecting the applicable fees and taxes
from Customer, for the Third Party Service, thus all payment related issues,
including the payment of fees, renewal and refund policy, are governed
by the Third Party Agreement.
7.7. Change of Fees.
Customer acknowledges that monday.com and any Third Party Service,
may change the fees for the Third Party Service from time to time, including
imposing a new charge on a Third Party Service that was provided for free.
7.8. Discontinuation of a Third Party Service.
Each of monday.com and the Third Party Service reserves the right to
discontinue the use or suspend the availability of any Third Party Service, for
any reason and with no obligation to provide any explanation or notice. Such
discontinuation may result in the inability to utilize certain features and
actions of the Third Party Service along with our Service.
7.9. Links.
The Sites, Service and/or any Third Party Services may contain links to third
party websites that are not owned or controlled by us (the "Links"). You
acknowledge that we have no control over, and assume no responsibility for
the content, privacy policies, or practices of, any third party websites. You: (i)
are solely responsible and liable for your use of and linking to third party
Agreement No. 6741
websites and any content that you may send or post to a third -party
website; and (ii) expressly release us from any and all liability arising from
your, and in case of a Customer, all Users', use of any third party website.
Accordingly, we encourage you to read the terms and conditions and privacy
policy of each third party website that you may choose to visit.
7.10. Limitations of Liability.
monday.com BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR ANY LINKS OR
THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD
PARTY SERVICE'S OPERABILITY OR INTEROPERABILITY WITH OUR SERVICE,
SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING
PRACTICES AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR
OMMISSIONS BY THIRD PARTIES. BY ACCESSING AND/OR USING THE THIRD PARTY
SERVICES, YOU ACKNOWLEDGE THAT YOUR ACCESS AND USE OF THE THIRD
PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY
RESPONSIBLE FOR ENSURING SUCH THIRD PARTY SERVICE'S OPERATION
AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT, MEET YOUR
NEEDS.
8. Subscription Term, Renewal and Fees Payment.
8.1.Order Form„
Our order form may be completed and placed in various ways, among which,
an online form or in -product screens or any other mutually agreed upon
offline form delivered by Customer or any of the other Users to monday.com,
including via mail, email or any other electronic or physical delivery
mechanism (the "Order Form"). Such Order Form will list, at the least, the
Service ordered, subscription plan, term and the associated fees.
8.2. Subscription Term.
The Service is provided on a subscription basis for the term specified in
your Order Form, in accordance with the respective subscription plan
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purchased under such Order Form (the "Subscription Term" and the
"Subscription Plan", respectively, and collectively the "Subscription").
8.3. Subscription Fees.
In consideration for the provision of the Service (except for Trial
Service), Customer shall pay us the applicable fees per the purchased
Subscription, as set forth in the applicable Order Form (the "Subscription
Fees"). Unless indicated otherwise, Subscription Fees are stated in US dollars.
Customer hereby authorizes us, either directly or through our payment
processing service or our affiliates, to charge such Subscription Fees via
Customer's selected payment method, upon due date. Unless expressly set
forth herein, the Subscription Fees are non -cancelable and non-refundable.
We reserve the right to change the Subscription Fees at any time, upon
notice to Customer if such change may affect Customer's existing
subscriptions upon renewal. In the event of failure to collect the Fees owed
by Customer, we may, at our sole discretion (but shall not be obligated to)
retry to collect at a later time, and/or suspend or cancel the Account, without
notice.
8.4. Taxes.
The Subscription Fees are exclusive of any and all taxes (including without
limitation, value added tax, sales tax, use tax, excise, goods and services tax,
etc.), levies, or duties, which may be imposed in respect of these Terms and
the purchase or sale, of the Service hereunder (the "Taxes"), except for Taxes
imposed on our income. If Customer is located in a jurisdiction which
requires Customer to deduct or withhold Taxes or other amounts from any
amounts due to us, please notify us, in writing, promptly and we shall join
efforts to avoid any such Tax withholding, provided, however, that in any case,
Customer shall bear the sole responsibility and liability to pay such Tax and
such Tax should be deemed as being added on top of the Subscription Fees,
payable by Customer.
8.5. Subscription Upgrade.
Agreement No. 6741
During the Subscription Term, Customer may upgrade its Subscription Plan
by either: (i) adding Authorized Users; (ii) upgrading to a higher type of
Subscription Plan; (iii) adding add -on features and functionalities; and/or
(iv) upgrading to a longer Subscription Term (collectively, "Subscription
Upgrades"). Some Subscription Upgrades or other changes may
be considered as a new purchase, hence will restart the Subscription Term
and some won't, as indicated within the Service and/or the Order Form. Upon
a Subscription Upgrade, Customer will be billed for the applicable increased
amount of Subscription Fees, at our then -current rates (unless indicated
otherwise in an Order Form), either: (1) prorated for the remainder of the
then -current Subscription Term, or (2) whenever the Subscription Term is
being restarted due to the Subscription Upgrade, then the Subscription Fees
already paid by Customer will be reduced from the new upgraded
Subscription Fees, and the difference shall be due and payable by Customer
upon the date on which the Subscription Upgrade was made.
8.6. Adding Users.
Customer acknowledges that unless it disabled these options: (i) Users within
the same email domain will be able to automatically join the Account; and
(ii) Users within Customer's Account may invite other persons to be added to
the Account as Users (collectively, "Users Increase"). For further information
on these options and how to disable them, visit our H. ;Ip, Center. Unless
agreed otherwise in an Order Form, any changes to the number of Users
within a certain Account, shall be billed on a prorated basis for the remainder
of the then -current Subscription Term. We will bill Customer, either upon the
Users Increase or at the end of the applicable month, as communicated to
Customer.
8.7. Excessive Usage.
We shall have the right, including without limitation where we, at our
sole discretion, believe that Customer and/or any of its Users, have misused
the Service or otherwise use the Service in an excessive manner compared to
the anticipated standard use (at our sole discretion), to offer the Subscription
in different pricing and/or impose additional restrictions as for the
Agreement No. 6741
upload, storage, download and use of the Service, including, without
limitation, restrictions on Third Party Services, network traffic and bandwidth,
size and/or length of content, quality and/or format of content, sources of
content, volume of download time, etc.
As part of registering, or submitting billing information, to the Service,
Customer agrees to provide us with updated, accurate and complete billing
information, and Customer authorizes us (either directly or through our
affiliates, including monday.com Inc. or other third parties) to charge, request
and collect payment (or otherwise charge, refund or take any other billing
actions) from Customer's payment method or designated banking account,
and to make any inquiries that we (or our affiliates and/or third -parties
acting on our behalf) may consider necessary to validate Customer's
designated payment account or financial information, in order to ensure
prompt payment, including for the purpose of receiving updated payment
details from Customer's credit card company or banking account (e.g.,
updated expiry date or card number as may be provided to us
by Customer's credit card company).
8.9. Subscription Auto -Renewal.
In order to ensure that Customer will not experience any interruption or loss
of services, Customer's Subscription includes an automatic renewal option by
default, according to which, unless Customer disables the auto -renewal
option or cancels its Subscription prior to its expiration, the Subscription will
automatically renew upon the end of the then applicable Subscription
Term, for a renewal period equal in time to the original Subscription Term
(excluding extended periods) and, unless otherwise notified to Customer, at
the same price (subject to applicable Tax changes and excluding any
discount or other promotional offer provided for the first Subscription Term).
Accordingly, unless either Customer or us cancel the Subscription prior to its
expiration, we will attempt to automatically charge Customer the applicable
Subscription Fees upon or immediately prior to the expiration of the then
applicable Subscription Term. If Customer wishes to avoid such auto-
Agreement No. 6741
renewal, Customer shall cancel its Subscription (or disable the auto -renewal
option), prior to its expiration, at any time through the Account settings or by
contacting our our CLIs om r Success team. Except as expressly set forth in
these Terms, in case a Customer cancels its Subscription, during a
Subscription Term, the Subscription will not renew for an additional period,
but Customer will not be refunded or credited for any unused period within
the Subscription Term.
8.10. Discounts and Promotions.
Unless expressly stated otherwise in a separate legally binding agreement, if
Customer received a special discount or other promotional offer, Customer
acknowledges that upon renewal of its Subscription, monday.com will renew
such Subscription, at the full applicable Subscription Fee at the time of
renewal.
8.11. Credits.
Any credits that may accrue to Customer's Account, for any reason (the
"Credits"), will expire and be of no further force and effect, upon the earlier of:
(i) the expiration or termination of the applicable Subscription under the
Account for which such Credits were given; or (ii) in case such
Credits accrued for an Account with a Trial Subscription (as defined below)
that was not upgraded to a Subscription Plan, then upon the lapse of 90 days
of such Credits' accrual. Unless specifically indicated otherwise, Credits may
be used to pay for the Services only and not for any Third Party Service or
other payment of whatsoever kind. Whenever fees are due for any Services,
accrued Credits will be first reduced against the Subscription Fees and the
remainder will be charged from Customer's respective payment method.
Credits shall have no monetary value (except for the purchase of Services
under the limited terms specified herein) nor exchange value, and will not be
transferable or refundable.
8.12. Payment through Reseller.
If Customer purchased a Service from a reseller or distributor authorized by
us ("Reseller" ), then to the extent there is any conflict between these Terms
Agreement No. 6741
and the agreement entered between Customer and the respective Reseller,
including any purchase order ('Reseller Agreement"), then, as between
Customer and monday.com, these Terms shall prevail. Any rights granted to
Customer and/or any of the other Users in such Reseller Agreement which are
not contained in these Terms, apply only in connection with the Reseller. In
that case, Customer must seek redress or realization or enforcement of such
rights solely with the Reseller and not monday.com. For clarity, Customer's
and its Users' access to the Service is subject to our receipt from Reseller of
the payment of the applicable Fees paid by Customer to Reseller. Customer
hereby acknowledges that at any time, at our discretion, the billing of the
Subscription Fees may be assigned to us, such that Customer shall pay us
directly the respective Subscription Fees.
9. Refund Policy; Chargeback.
9.1. Refund Policy.
If Customer is not satisfied with its initial purchase of a Service, Customer may
terminate such Service by providing us a written notice, within 30 days of
having first ordered such Services (the "Refund Period"). In the event that
Customer terminates such initial purchase of a Service, within the Refund
Period, we will refund Customer the prorata portion of any unused and
unexpired Subscription Fees pre -paid by Customer in respect of such
terminated period of the Subscription, unless such other sum is required by
applicable law, in the same currency we were originally paid (the "Refund").
The Refund is applicable only to the initial purchase of the Service by
Customer and does not apply to any additional purchases, upgrades,
modification or renewals of such Service. Please note that we shall not be
responsible to Refund any differences caused by change of currency
exchange rates or fees that Customer was charged by third parties, such as
wire transfer fees. After the Refund Period, the Subscription Fees are non-
refundable and non -cancellable. To the extent permitted by law, if we
find that a notice of cancellation has been given in bad faith or in an
illegitimate attempt to avoid payment for Services actually received and
Agreement No. 6741
enjoyed, we reserve our right to reject Customer's Refund request. Subject to
the foregoing, upon termination by Customer under this Section 9.1 all
outstanding payment obligations shall immediately become due for the
used Subscription Term and Customer will promptly remit to monday.com
any fees due to monday.com under these Terms.
9.2. Non -Refundable Services.
Certain Services may be non-refundable. In such event we will identify such
Services as non-refundable, and Customer shall not be entitled, and we shall
not be under any obligation, to terminate the Service and give a Refund.
9.3. Chargeback.
If, at any time, we record a decline, chargeback or other rejection of a charge
of any due and payable Subscription Fees on Customer's Account
("Chargeback"), this will be considered as a breach of Customer's payment
obligations hereunder, and Customer's use of the Service may be disabled or
terminated and such use of the Service will not resume until Customer re -
subscribes for any such Service, and pay any applicable Subscription Fees in
full, including any fees and expenses incurred by us and/or any Third Party
Service for each Chargeback received (including handling and processing
charges and fees incurred by the payment processor), without derogating
from any other remedy that may be applicable to us under these Terms or
applicable law.
10. Trial Service; Pre -Released Services.
10.1. Trial Service.
We may offer, from time to time, part or all of our Services on a free, no -
obligation trial version ("Trial Service"). The term of the Trial Service shall be
as communicated to you, within the Service, in an Order Form, unless
terminated earlier by either Customer or us, for any reason or for no reason.
We reserve the right to modify, cancel and/or limit this Trial Service at any
Agreement No. 6741
time and without liability or explanation to you. In respect of a Trial Service
that is a trial version of the Subscription Plan (the "Trial Subscription"), upon
termination of the Trial Subscription, we may change the Account
web address at any time without any prior written notice.
10.2. Pre -Released Services.
Note that we may offer, from time to time, certain Services in an Alpha or Beta
versions (the "Pre -Released Services") and we use best endeavors to identify
such Pre -Released Services as such. Pre -Released Services are Services that
are still under development, and as such they may be inoperable or
incomplete, and may contain bugs, suffer disruptions and/or not operate
as intended and designated, more than 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 notwithstanding anything in these Terms or elsewhere to the
contrary, in respect of Trial Service and Pre -Released Services (i) such
services are licensed hereunder on as "As -Is", "With All Faults" "As Available"
basis, with no warranties, express or implied, of any kind; (ii) the indemnity
undertaking by us set forth in Section 16.2 herein shall not apply; and (iii) IN
NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF monday.com,
ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN
CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE
THIRD PARTY SERVICES), EXCEED US$100. We make no promises that any Trial
Service and/or Pre -Released Services will be made available to you and/or
generally available.
11. Term and Termination; Suspension.
11.1. Term.
Agreement No. 6741
These Terms are in full force and effect, commencing upon the Effective Date,
until the end of the Service underlying the Account, either paid or unpaid,
unless terminated otherwise in accordance with these Terms.
11.2. Termination for Cause.
Either Customer or us may terminate the Service and these Terms,
upon written notice, in case that (a) the other party is in material breach of
these Terms and to the extent,
curable, fails to cure such breach, within a reasonable cure period, which shall
not be less than 10 days following a written notice from by the non -breaching
party; or (b) ceases its business operations or becomes subject to insolvency
proceedings and the proceedings are not dismissed within 45 days.
11.3. Termination by Customer.
Customer may terminate its Subscription to the Service by cancelling the
Service and/or deleting the Account, whereby such termination shall not
derogate from Customer's obligation to pay applicable Subscription Fees
except where such termination is made within the Refund Period. In
accordance with Section 9 above, unless mutually agreed otherwise by
Customer and us in a written instrument, the effective date of such
termination will take effect at the end of the then -current Subscription Term,
and Customer's obligation to pay the Subscription Fees throughout the end of
such Subscription Term shall remain in full force and effect, and Customer
shall not be entitled to a refund for any pre -paid Subscription Fees.
11.4. Effect of Termination of Service.
Upon termination or expiration of these Terms, Customer's Subscription and
all rights granted to you hereunder shall terminate, and we may change the
Account's web address. It is Customer's sole liability to export the Customer
Data prior to such termination or expiration. In the event that Customer did
not delete the Customer Data from the Account, we may continue to store
and host it until either Customer or we, at our sole discretion, delete such
Customer Data, and during such period, Customer shall still be able to make
Agreement No. 6741
a limited use of the Service in order to export the Customer Data (the "Read -
Only Mode"), but note that we are not under any obligation to maintain the
Read -Only Mode period, hence such period may be terminated by us, at any
time, with or without notice to Customer, and subsequently, the Customer
Data will be deleted. Customer acknowledges the foregoing and its sole
responsibility to export and/or delete the Customer Data prior to the
termination or expiration of these Terms, and therefore we shall not have any
liability either to Customer, nor to any User or third party, in connection
thereto. Unless expressly indicated herein otherwise, the termination or
expiration of these Terms shall not relieve Customer from its obligation to pay
due Subscription Fees.
11.5. Survival.
Section 2.6 (Responsibility for Authorized Users), 3 (Customer Data), 6 (Privacy
and Security), 7 (Third Party Services), 8 (Subscription Term, Renewal and
Fees Payment) in respect of unpaid Subscription Fees,10.3 (Governing Terms
of Trial Services and Pre -Released Services),11 (Term and Termination;
Suspension),12 (Confidentiality),13 (Warranty Disclaimer),14 (Limitations
of Liability),16 (Indemnification), 21 (Governing Law and Jurisdiction; Class
Action Waiver and Arbitration) and 22 (General Provisions), shall survive the
termination or expiration of these Terms, and continue to be in force and
effect in accordance with their applicable terms.
11.6. Suspension.
Without derogating from our termination rights above, we may decide to
temporarily suspend the Account and/or a User Profile (including any access
thereto) and/or our Service, in the following events: (i) we believe, at our sole
discretion, that you or any third party, are using the Service in a manner that
may impose a security risk, may cause harm to us or any third party, and/or
may raise any liability for us or any third party; (ii) we believe, at our sole
discretion, that you or any third party, are using the Service in breach of these
Terms or applicable Law; (iii) Customer's payment obligations,
in accordance with these Terms, are or are likely to become, overdue; or (iv)
Customer's or any of its Users' breach of the AccaMqIzIe Case Policy. The
Agreement No. 6741
afore -mentioned suspension rights are in addition to any remedies that may
be available to us in accordance with these Terms and/or applicable Law.
12. Confidentiality.
12.1. Confidential Information.
In connection with these Terms and the Service (including the
evaluation thereof), each party ("Disclosing Party") may disclose to the other
party ("Receiving Party"), non-public business, product, technology and
marketing information, including without limitation, customers lists and
information, know-how, software and any other non-public information that is
either identified as such or should reasonably be understood to be
confidential given the nature of the information and the circumstances of
disclosure, whether disclosed prior or after the Effective Date (the
"Confidential Information"). For the avoidance of doubt, (i) Customer Data is
regarded as Customer's Confidential Information, and (ii) our Site, Service,
Trial Service and/or Pre -Released Services, inclusive of their underlying
technology, and their respective performance information, as well as any
data, reports and materials we provided to you in connection with your
evaluation or use of the Service, are regarded as our Confidential
Information. Confidential Information does not include information that (a) is
or becomes generally available to the public without breach of any
obligation owed to the Disclosing Party; (b) was known to the Receiving Party
prior to its disclosure by the Disclosing Party without breach of any obligation
owed to the Disclosing Party; (c) is received from a third party without breach
of any obligation owed to the Disclosing Party; or (d) was independently
developed by the Receiving Party without any use or reference to the
Confidential Information.
12.2. Confidentiality Undertakings by the Receiving Party.
The Receiving Party will (i) take at least reasonable measures to prevent the
unauthorized disclosure or use of Confidential Information, and limit access
to those employees, affiliates, service providers and agents, on a need to
Agreement No. 6741
know basis and who are bound by confidentiality obligations at least as
restrictive as those contained herein; and (ii) not use or disclose any
Confidential Information to any third party, except as part of its performance
under these Terms and as required to be disclosed to legal or financial
advisors to the Receiving Party or in connection with a due diligence process
that the Receiving Party is undergoing, provided that any such disclosure
shall be governed by confidentiality obligations at least as restrictive as those
contained herein.
12.3. Compelled Disclosure.
Notwithstanding the above, Confidential Information may be
disclosed pursuant to the order or requirement of a court, administrative
agency or other governmental body; provided, however, that to the extent
legally permissible, the Receiving Party shall make best efforts to provide
prompt written notice of such court order or requirement to the Disclosing
Party to enable the Disclosing Party to seek a protective order or otherwise
prevent or restrict such disclosure.
13. Warranty Disclaimer.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY
AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
13.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE
PROVIDED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, AND
WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES,
SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY
SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND
WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES
AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT, WHETHER EXPRESS,
IMPLIED OR STATUTORY.
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13.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY
WARRANTY OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE
ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED,
ERROR FREE, THAT DATA WON'T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL
CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR
RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR
OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA)
MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
13.3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND
EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (1) THAT OUR SERVICE
(OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY,
RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED
ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR
THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS
APPLICABLE TO YOU; AND/OR (11) REGARDING ANY CONTENT, INFORMATION,
REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR
THE SITES.
14. Limitation of Liability.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY
AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
14.1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES,
SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY
SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH
THESE TERMS FOR (1) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL,
INCIDENTAL OR PUNITIVE DAMAGES; (11) ANY LOSS OF PROFITS, COSTS,
ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS,
REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF
SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR
UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT
Agreement No. 6741
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN
ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION
16 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR
BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR IN CASE OF A
CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL
THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES,
SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD -PARTY
SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS
(INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF
FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS
PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF
LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
15. Specific Laws; Reasonable Allocation of Risks.
15.1. Specific Laws.
Except as expressly stated in these Terms, we make no representations
or warranties that your use of the Service is appropriate in your jurisdiction.
Other than as indicated herein, you are responsible for your compliance with
any local and/or specific applicable Laws, as applicable to your use of the
Service.
15.2. Reasonable Allocation of Risks.
You hereby acknowledge and confirm that the limitations of liability and
warranty disclaimers contained in these Terms are agreed upon by you and
us and we both find such limitations and allocation of risks to be
commercially reasonable and suitable for our engagement hereunder, and
both you and us have relied on these limitations and risk allocation in
determining whether to enter these Terms.
Agreement No. 6741
16. Indemnification.
16.1. By Customer.
Customer hereby agrees to indemnify, defend and hold harmless
monday.com and its affiliates, officers, directors, employees and agents from
and against any and all claims, damages, obligations, liabilities, losses,
reasonable expenses or costs (collectively, "Losses") incurred as a result of
any third party claim arising from (i) Customer's and/or any of its Users',
violation of these Terms or applicable Law; and/or (ii) Customer Data,
including the use of Customer Data by monday.com and/or any of its
subcontractors, infringes or violates, any third party's rights, including, without
limitation, intellectual property, privacy and/or publicity rights.
16.2. By monday.com.
monday.com hereby agrees to defend Customer, its affiliates, officers,
directors, and employees, in and against any third party claim or demand
against Customer, alleging that Customer's authorized use of the Service
infringes or constitutes misappropriation of any third party's copyright,
trademark or registered US patent (the " IP Claim"), and we will indemnify
Customer and hold Customer harmless against any damages and costs
finally awarded on such IP Claim by a court of competent jurisdiction or
agreed to via settlement we agreed upon, including reasonable attorneys'
fees.
monday.com's indemnity obligations under this Section 16 shall not apply if:
(i) the Service (or any portion thereof) was modified by Customer or any of
its Users or any third party, but solely to the extent the IP Claim would have
been avoided by not doing such modification; 00 if the Service is used
in combination with any other service, device, software or products, including,
without limitation, Third Party Services, but solely to the extent that such IP
Claim would have been avoided without such combination; and/or (iii) any IP
Claim arising or related to, the Customer Data or to any events giving rise to
Customer's indemnity obligations under Section 16.1 above. Without
derogating from the foregoing defense and indemnification obligation, if
Agreement No. 6741
monday.com believes that the Service, or any part thereof, may so infringe,
then monday.com may in its sole discretion: (a) obtain (at no additional cost
to you) the right to continue to use the Service; (b) replace or modify the
allegedly infringing part of the Service so that it becomes non -infringing
while giving substantially equivalent performance; or (c) if monday.com
determines that the foregoing remedies are not reasonably available, then
monday.com may require that use of the (allegedly) infringing Service (or
part thereof) shall cease and in such an event, Customer shall receive a
prorated refund of any Subscription Fees paid for the unused portion of the
Subscription Term. THIS SECTION 16.2 STATES monday.com'S SOLE AND ENTIRE
LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY
INFRINGEMENT OR MISAPPROPRIATION BY monday.com AND/OR ITS SERVICE
AND UNDERLYING TECHNOLOGY.
16.3. Indemnity Conditions.
The defense and indemnification obligations of the indemnifying party
under this Section 16 are subject to: (i) the indemnified party shall promptly
provide a written notice of the claim for which an indemnification is being
sought, provided that such indemnitee's failure to do so will not relieve the
indemnifying party of its obligations under this Section 16, except to the extent
the indemnifying party's defense is materially prejudiced thereby; (ii) the
indemnifying party being given immediate and exclusive control over the
defense and/or settlement of the claim, provided, however that the
indemnifying party shall not enter into any compromise or settlement of any
such claim that that requires any monetary obligation or admission of
liability or any unreasonable responsibility or liability by an indemnitee
without the prior written consent of the affected indemnitee, which shall not
be unreasonably withheld or delayed; and (iii) the indemnified party
providing reasonable cooperation and assistance, at the indemnifying
party's expense, in the defense and/or settlement of such claim and
not taking any action that prejudices the indemnifying party's defense of, or
response to, such claim.
Agreement No. 6741
17. Third Party Components within Our Service
Our Service includes third party codes and libraries that are subject to third
party open source license terms (the "Open Source Code" and the "Open
Source Terms", respectively). Some of such Open Source Terms determine
that to the extent applicable to the respective Open Source Code
licensed thereunder, such terms prevail over any conflicting license terms,
including these Terms. We use our best endeavors to identify such Open
Source Code, within our Service, hence we encourage Customer to familiarize
itself with such Open Source Terms. Note that we use best efforts to use only
Open Source Codes that does not impose any obligation or affect the
Customer Data or related intellectual property (beyond what is stated in the
Open Source Terms and herein), on an ordinary use of our Service that does
not involve any modification, distribution or independent use of such Open
Source Code. Notwithstanding anything to the contrary, we make no warranty
or indemnity hereunder with respect to any Open Source Codes. The
following copyright statements and licenses apply to discrete Service
components that are distributed with various versions of the monday.com
products: :en dour . :.Lis
18. Export Controls; Sanctions.
The Service may be subject to Israeli, U.S. or foreign export controls, Laws and
regulations (the "Export Controls"), and you acknowledge and confirm that:
(i) you are not located or use, export, re-export or import the Service (or any
portion thereof) in or to, any person, entity, organization, jurisdiction
or otherwise, in violation of the Export Controls; (ii) you are not: (a) organized
under the laws of, operating from, or otherwise ordinarily resident in a country
or territory that is the target or comprehensive U.S. economic or trade
sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of
Ukraine), (b) identified on a list of prohibited or restricted persons, such as
the U.S. Treasury Department's List of Specially Designated Nationals and
Blocked Persons, or (c) otherwise the target of U.S. sanctions. Customer is
solely responsible for complying with applicable Export Controls and
Agreement No. 6741
sanctions which may impose additional restrictions, prohibitions or
requirements on the use, export, re-export or import of the Services and/or
the Customer Data; and (iii) Customer Data is not controlled under the U.S.
International Traffic in Arms Regulations or similar Laws in other jurisdictions,
or otherwise requires any special permission or license, in respect of its use,
import, export or re-export hereunder.
19. Modifications.
Occasionally we may make changes to these Terms for valid reasons, such as
adding new functions or features to the Service, technical adjustments, typos
or error fixing, for legal or regulatory reasons or for any other reasons as we
deem necessary, at our sole discretion. When we make material changes
to these Terms, we'll provide Customer with notice as appropriate under the
circumstances, e.g., by displaying a prominent notice within the Service or by
sending Customer an email. Your continued use of the Service after the
changes have been implemented will constitute your acceptance of the
changes.
20. Government Use.
If Customer is part of a U.S. Government agency, department or otherwise,
either federal, state or local (a "Government customer"), then Government
Customer hereby agrees that the Service under these Terms qualifies as
"Commercial Computer Software" and "Commercial Computer
Software Documentation", within the meaning of Federal Acquisition
Regulation ("FAR") 2.101, FAR 12.212, Defense Federal Acquisition Regulation
Supplement ("DFARS") 227.7201, and DFARS 252.227-7014. Government
Customer further agrees that the terms of this Section 20 shall apply to
Customer. Government Customer's technical data and software rights
related to the Service include only those rights customarily provided to the
public as specified in these Terms in accordance with FAR 12.212, FAR 27.405-
3, FAR 52.227-19, DFARS 227.7202-1 and General Services Acquisition
Agreement No. 6741
Regulation ("GSAR") 552.212-4(w) (as applicable). In no event shall source
code be provided or considered to be a deliverable or a software deliverable
under these Terms. We grant no license whatsoever to any Government
Customer to any source code contained in any deliverable or a software
deliverable. If a Government Customer has a need for rights not granted
under the Terms, it must negotiate with us to determine if there are
acceptable terms for granting those rights, and a mutually acceptable
written addendum specifically granting those rights must be included in any
applicable agreement. Any unpublished -rights are reserved under
applicable copyright laws. Any provisions contained in these Terms that
contradict any Law applicable to a Government Customer, shall be limited
solely to the extent permitted under such applicable Law.
21. Governing Law and Jurisdiction; Class Action Waiver and
Mandatory Arbitration.
21.1. Governing Law; Jurisdiction.
These Terms and any action related thereto will be governed and interpreted
by and under the laws of the State of Israel without giving effect to any
conflicts of laws principles that require the application of the law of a
different jurisdiction. Courts of competent jurisdiction located in Tel Aviv -
Jaffa, Israel, shall have the sole and exclusive jurisdiction and venue over all
controversies and claims arising out of, or relating to, these Terms. You and us
mutually agree that the United Nations Convention on Contracts for the
International Sale of Goods does not apply to these Terms. Notwithstanding
the foregoing, monday.com reserves the right to seek injunctive relief in
any court in any jurisdiction.
21.2. Class Action Waiver.
WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND monday.com AGREE THAT
EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS
INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
Agreement No. 6741
PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and
monday.com mutually agree, no arbitrator or judge may consolidate more
than one person's claims or otherwise preside over any form of
a representative or class proceeding.
21.3. Arbitration.
To the extent permitted under applicable Law, you and monday.com
hereby irrevocably agree to the following provisions:
21.3.1 Dispute resolution and Arbitration.
Any dispute, claim, or controversy between you and us arising in connection
with, or relating in any way to, these Terms (whether based in contract,
tort, statute, fraud, misrepresentation, or any other legal theory, and whether
the claims arise during for after the termination or expiration of these Terms)
will be determined solely by mandatory binding arbitration. In arbitration
there is no judge or jury and court review of an arbitration award is limited.
However, an arbitrator can award on an individual basis the same damages
and relief as a court (including injunctive and declaratory relief or statutory
damages) and must follow the terms of these Terms as a court would.
21.3.2 Exception.
Notwithstanding clause 21.3.1 above, you and monday.com both agree that
nothing herein will be deemed to waive, preclude, or otherwise limit either of
our rights, at any time, to seek injunctive relief in a court of law. In addition to
the above, notwithstanding clause 21.3.1 above, monday.com may file a suit in
a court of law against you to address intellectual property infringement
claims.
21.3.3 Arbitration Process Rules.
Either you or we may start arbitration proceedings. Any arbitration between
you and us will be finally settled under the Rules of Arbitration of the
International Chamber of Commerce (the "ICC") then in force (the "ICC
Rules") by one arbitrator appointed in accordance with the ICC Rules. The
arbitration will take place in Tel Aviv -Jaffa, and shall be conducted in the
Agreement No. 6741
English language and unless otherwise required by a mandatory law of any
jurisdiction, the law to be applied in any arbitration shall be the law of the
State of Israel, without regard to choice or conflicts of law principles. The
arbitration proceedings shall be conducted on an expedited basis and shall
result in an award within no more than 60 days. The arbitration shall be
conducted on a confidential basis. The award of the Arbitrator shall be final
and binding on the parties. The arbitration award shall be enforceable in any
court of competent jurisdiction. Any motion to enforce or vacate an
arbitration award under this agreement shall be kept confidential to the
maximum extent possible.
21.3.4 Special Statute of Limitation.
Any arbitration must be commenced by filing a demand for arbitration within
2 years after the date the party asserting the claim first knows or
reasonably should know of the act, omission, or default giving rise to the
claim; and there shall be no right to any remedy for any claim not asserted
within that time period. If applicable law prohibits such limitation period for
asserting claims, any claim must be asserted within the shortest time
period permitted by applicable Law.
21.3.5 Notice, Process.
A party who intends to seek arbitration must first send a written notice of
the dispute to the other, by certified mail or Federal Express (signature
required), or in the event that we do not have a physical address on file for
you, by electronic mail ("Dispute Notice"). The Dispute Notice must (i)
describe the nature and basis of the claim or dispute; and (ii) set forth the
specific relief sought. We agree to use good faith efforts to resolve the claim
directly, but if
we do not reach an agreement to do so within 30 days after the Dispute
Notice is received, you or us may commence an arbitration proceeding.
During the arbitration, the amount of any settlement offer made by you or us
shall not be disclosed to the arbitrator until after the arbitrator makes a final
decision and award, if any. Without derogating from the generality of
the confidentiality protection under Section 21.3.3 above, all documents and
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information disclosed in the course of the arbitration shall be kept strictly
confidential by the recipient and shall not be used by the recipient for any
purpose other than for purposes of the arbitration or the enforcement of the
arbitrator's decision and award and shall not be disclosed except
in confidence to persons who have a need to know for such purposes or as
required by applicable Law. Except as required to enforce the arbitrator's
decision and award, neither you nor us shall make any public announcement
or public comment or originate any publicity concerning the arbitration,
including, but not limited to, the fact that the parties are in dispute, the
existence of the arbitration, or any decision or award of the arbitrator.
22. General Provisions.
22.1. Translated Versions,
These Terms were written in English, and translated into other languages
for your convenience. If a translated (non-English) version of these Terms
conflicts in any way with their English version, the provisions of the English
version shall prevail.
22.2. Force Majeure.
Neither us nor you will be liable by reason of any failure or delay in the
performance of its obligations on account of events beyond the reasonable
control of a party, which may include denial -of -service attacks, interruption
or failure of the Internet or any utility service, failures in third -party hosting
services, strikes, shortages, riots, fires, acts of God, war, terrorism, and
governmental action.
22.3. Relationship of the Parties; No Third Party Beneficiaries.
The parties are independent contractors. These Terms and the Service
provided hereunder, do not create a partnership, franchise, joint
venture, agency, fiduciary or employment relationship between the parties.
There are no third party beneficiaries to these Terms.
Agreement No. 6741
22.4. Notice.
We shall use your contact details that we have in our records, in connection
with providing you notices, subject to this Section 22.4.Our contact details for
any notices are detailed below. You acknowledge notices that we provide
you, in connection with these Terms and/or as otherwise related to the
Service, shall be provided as follows: via the Service, including by posting on
our Sites or posting in your account, text, in-app notification, e-mail, phone or
first class, airmail, or overnight courier. You further acknowledge that an
electronic notification satisfies any applicable legal
notification requirements, including that such notification will be in writing.
Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii)
24 hours of delivery. Notices to us shall be provided to monday.com Ltd., attn:
General Counsel, at legal(amony M or sent to 52 6 Yitzhak Sadeh St. Tel -
Aviv, Israel.
22.5. Assignment.
These Terms, and any and all rights and obligations hereunder, may not
be transferred or assigned by you without our written approval, provided that
you may assign these Terms to your successor entity or person, resulting
from a merger, acquisition, or sale of all or substantially all of your assets or
voting rights, except for an assignment to a competitor of monday.com, and
provided that you provide us with prompt written notice of such assignment
and the respective assignee agrees, in writing, to assume all of your
obligations under these Terms. We may assign our rights and/or obligations
hereunder and/or transfer ownership rights and title in the Service to a third
party without your consent or prior notice to you. Subject to the foregoing
conditions, these Terms shall bind and inure to the benefit of the parties, their
respective successors, and permitted assigns. Any assignment
not authorized under this Section 22.5 shall be null and void.
22.6. Severability,
These Terms shall be enforced to the fullest extent permitted under
applicable Law. If any provision of these Terms is held by a court of
competent jurisdiction to be contrary to law, the
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provision will be modified by the court and interpreted so as best to
accomplish the objectives of the original provision to the fullest extent
permitted by law, and the remaining provisions of these Terms will remain in
effect.
22.7. No Waiver.
No failure or delay by either party in exercising any right under these Terms
will constitute a waiver of that right. No waiver under these Terms will be
effective unless made in writing and signed by an authorized representative
of the party being deemed to have granted the waiver.
Last update: April 17, 2022