CONTRACT 7109B AmendmentAgreement No. 7109B
monday.com
6 Yitzhak Sadeh St., Tel -Aviv, Israel
6777506, Israel
Order form
Address Information
Bill To:
City of El Segundo
350 Main Street
El Segundo, California
90245-3895
United States
Billing company name: City of El Segundo
Billing contact name: Barbara Voss
Billing email address: isadministration@elsegundo.org
Terms and conditions
Contract number: 00737364
Contract start date: 04/28/2025
Contract end date: 09/26/2025
Billing frequency: Yearly
Currency: USD
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Valid through: 04/30/2025
Proposed by: Rebecca Kang
Email: rebeccak@monday.com
Quote number: Q-35121
Ship To:
City of El Segundo
350 Main Street
El Segundo, California
90245-3895
United States
Tax/GST number: 95-6000706
Billing language: English
Payment terms: Net 30
Agreement No. 7109B
Recurring Products
Product Tier
d., monday work management Enterprise
Legal & Finance
Start Date End Date Quantity
Apr 28, Sep 26,
45 Seats
2025 2025
List Price Discount Net Price
USD 52.00 27.33% USD 8,479.45
Total List Price USD 11,667.95
Discount % 27.33%
Total Price USD 8,479.45
Payment terms: Net 30. Unless otherwise set forth in this Sales Order, all fees hereunder shall be billed upon
execution of this Sales Order.
If you require a purchase order number to be quoted on the invoice, please provide a copy of the applicable
purchase order.
Please confirm your point of contact to which invoices should be sent (preferably, an accounts payable email
address).
Taxes. This Sales Order does not reflect any applicable taxes that may arise as a result of this Sales Order. 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 Sales Order. Customer hereby acknowledges and
agrees that the shipping and billing information set forth in this Sales Order may be relied upon by
monday.com for purposes of calculating such taxes.
*ImmE..yau are exetrt frsrrr—payirpgaies tc lea rovi valid tax exrn„rtMa ertific;,
Fees. Except as explicitly set forth under this Sales Order or the Agreement (as such term is defined below), the
fees under this Sales Order are non -cancelable and non-refundable. Any discounts specified under this Sales
Order are given solely for this Sales Order and unless specifically agreed in writing otherwise shall not apply for
any future orders, including renewals, expansions or upgrades.
Governing Terms. This Sales Order for the monday.com services described above ("Services") is issued under
and shall be governed by monday.com's Terms of Service available at: https://monday.com/terms/tos
("Terms") and any addendum thereto entered into by the customer identified above ("Customer") and
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Agreement No. 7109B
monday.com ("Addendum"); however, if a SaaS agreement was signed by the parties in respect of the Service
("SaaS Agreement") then the engagement hereunder (including, unless expressly stated otherwise, any
expansions, upgrades or subsequent renewals) shall be governed by the SaaS Agreement (the SaaS
Agreement, Terms and Addendum, as applicable, shall be referred to as "Agreement").
Additional Services
Additional Services Terms. Services which are Additional Services and the provision of such Additional Services
identified in this Sales Order (and any future purchases of Additional Services) which may include Professional
Services, Consulting Services, Onboarding Services, Implementation Service, Technical Services, Premium
Support Services, and/or such other additional services as identified in monday.com's Additional Services
Terms available at: https://monday.com/I/legal/monday-com-additional-services-terms/ ("Additional
Services" and "Additional Services Terms" respectively) shall be governed by such Additional Services Terms,
notwithstanding anything to the contrary under the Agreement. Additional Services may be performed by
monday.com or by a third party on its behalf, as determined by monday.com in its sole discretion, and
accordingly, such third parties shall be considered sub -processors of monday.com for the purpose of
performing such Additional Services to Customer.
Renewal Pricing. During the next three (3)-year renewal term following the term set forth in this Sales Order,
the monthly per Seat price for each of the following Services: monday.com Work OS - Enterprise Plan, provided
that all such Services are renewed on the same subscription tier and for at least the same number of Seats per
Services, will be at the monthly per Seat price of $50.44. For clarity, the following renewal subscription term
must have at least 115 Seats and at least a three (3)-year term in order to be subject to the renewal pricing set
forth herein.
Full Name: Darrell George
Title: City Manager
__...
Date of Signature:
Signature
Full Name: Joaquin Vazquez
Title: Assistant City Attorney
9 . Ap it 22 202
Date of Signature: 5 -
Signature: %�
I
Full Name: Susan Truax
Title:
Date of Signature:
City Clerk
.......... -
no -
Signature:
Full Name:
Mary Sharon Brennan
Title:
Date of Signature.
Risk Manager
___m..qj
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Signature: �`4)/�lr.gre�-
4/16125, 2:19 PM
Terms of Service Agreement No. 7109B
(G) Engiisi� -
Florne, Terms & policies Last Updated: December 20, 2023
Terims of Service
Legal overview
Thanks for joining monday.com!
Terms& policies
These 'Term,, of Service along with any orher terms anreferenced policies herein, and are
incorporated herein by reference and form an integrat part hereof, as amended from (irne to time
("Terms") consfitute a legahy binding agreernent as of the Effective Date (as defined below'),
Terms of Service
governa-ig your access, use, registratior and receipt of, (i) "ve,moridayrCOrIl and any related welasike,
owned or operated by niondaycom ("Sites`); (ii) rriondaycorn Services (as defined below) through the
Acceptable Use Policy
Sites, cloud, a inabile application or through any other means, andlor (iiu) iranday,conn Addifional
Services (as defined below) and any ancillary services or products provided in connection with the
Additional Services Terms
Services, These, Terms are between irionday.com [Ad, (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
Service Level Agreement
other entity whwh you represent ("you" or "your"), monday,com may use its affiliates, inclaudjng
rnonday,corn Inc., (111 East I Bill Street, 13th Floor, New York, NY '10003 USA) and third party service
for Enterprise Plan
providers to process andfor collect payment from you, In case you represent your employer or any
other entdy, you hereby, represent that (I) you have full legal authorAy to bind your employer or such
Copyright Policy
entity (as applicable) to these Terins; 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
Apple Distributor
shalt bind your employer or such entity (as the case may bet. PLEASE NOTE THAT YOU ARE
Requirements and Usage
DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EM, PLOYER OR AN ENTITY (AS
Rules
APPLICABLE): (1) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY'S EMAIL ADDRESS IN
REGISTERING INTO THE SERVICE; OR (11) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
monday Al Terms and
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS IN THE
Conditions
SERVICES, THUS, EXCEPT WHERE INDICATED OTHERWISE "YOU" SHALL REFER TO
CUSTOMER AND ALL TYPES OF USERS, YOU ACKNOWLEDGE THATTHESE TERMS, ARE
BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO, THESE TERIVIS, BY EITHER: (1)
CLICKING ON A BUT TON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE
TERMS; OR (11) REGISTERING TO, USING OR ACCESSING THE SERVICES, ADDITIONAL
Privacy
SERVICES, SITES OR monday.corn MOBILE APPLICATION, Wl-IICHEVER IS EARLIER (THE DATE
OF SUCH REGISTRATION OR ACCEPTANCE BEING THE "EFFECTIVE DATE").
IF YOU DO NOT AGREE TO COMPLY 'WITH, AND BE BOUND BY, THESE TERMS OR DO NOT
o+ Products&
HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE),
00 services
PLEASE DO NOTACCEPT THESE TERNIS, OR ACCESS OR USE THE SERVICES OR THE SITES
OR monday.com MOBILE APPLICATION.
Marketplace &
1. Our Services.
d�evelopers
1.1. The rnonday,com cloud based services includes eur platforms, products,
applic . ations, application prograrnming interface ("API"), tools, and any ancillary or supplementary
monday,coni, products and services (inckiding Upgrades (as defined b6ow)), offered online and via a
Compliance&
mobile application ("Services").
ethics
12 We may add, modify or discontinue any ftmture.
functionality orany other lool within any Services andlor Sites, at our own discretion and without
further notice, however, if we make any material aciverse change rni tt,ue core functionality of the
00 Miscellaneous
Services, then wewilf notify you by posting an announcement on the Sites, via the Services and/or by
00
sending you an email.
1,3, N__Q._Qwginqen�,�y You hereby acknowledge that Your
purchase of the Services andfor Third Party Services (as defined below) hereunder are neat contingent
on the delivery by us of any future release of any functionality, feature or service, including withoW
firoitatiOW (i) the COTItinuance o(cerlain Servwes orAddiflonal Services (as defined bdowl beyond the
currem SLIbsc6pfion lertrl�; (ij) the availability of Third Party Services, or (m) d epericency on any public.
comments we make, orally or in wril Ing, regarding any Future haictionality, feature or service,
hftps:Hmonday.com/lilegal/tos/ 1/13
4/16/25, 2:19 PM Terms of Service Agreement No. 7109B
1.4. It you access and use the Sites ariftir the SerAces, you represent and
warrant (hot you are at least sixteen (16l years old. The Sites and/or Services 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 To the extent you purchased an, eligible enterprise tier
subsicnphon, YOU will be onlitled, in relation to (tip Services, to priordy support and an upfirne
conin'Otment by monday.Gom, in accordance wAh the A it, as may be updated
From time to time.
1.6-9Rr,tqjfkqS,e Some Services may tare subject to additional terms specific to such
Services, foature or functionality therein as identified in [he relevant Servico.,is wheri enabling Such
Services and/or is designated and available on the pf 4ft4. _sytQt -s Togti.s ("Specific Services
Terms"),. By accessing, enabling, using and/or purchasing any,,,iuch Servpcas sublocll to Specific
SprvEcec, Terms, such as one wgrkQ0,ri `Lgorss and,O-o-nolikins, nnndoy-ALTams-and
_, yaj-1-
Conditio I or such other Services, you agree and
acknowledge that such terms are binding and governing your use of such Services.
1.7You may purchase arid/or receive additional services, subject to and as set
forth in Oie Adclitioona[_$ prvioias..Terrq, ('Additional Services"); as may be updated from time to time.
2. Account Registration and Administration.
2! 1, & To regfsoter to the Services for the, first time, you Oalt create an account for
the Services ("Account"'). By creating an Account arid registering to use the Services you becorne,
either individually or on behalf of your employer or any entity, of's behalf of whom you created the
Account, a morsday,comi cuslorner ("Customer"'), The first user of the Account is automatically
assigned as an Account administrator ('Adnmn'), See Section 2A for additional details on Adr-nin's.
21 Y.o,.v VVhen creating an Account for when you are added into an Account
and creating your user profile ("User Profile"), YOW (1) agree to provide us with acc uratel, con"Plifle,
and currerit registration information about yourself,, (if) acknowledge Iffirat iI is your responsibility to
ensure that your password remains confidential and secure, (4i) agree that you are fully responsible
for all activisms that occur under your Account, User Profile and password, including any imegration or
any other use of third party products or services (arid associated disclosure of data) 41 connection with
the, Services and (iv) undertake to prompity notify us, ire writing if you become aware of any
unauthorized access or use of your Account or User Profile and/or any preacts of these Torms. We
may assurne that any comrnunications we receive under your User Profile have been made by you
You YOH be solely responsible and liable for any losses, damages, liability and expenses incurred by
us or a third party, due to any unauVionzed fAsage of the Account by either you or any other User or
third party on your behalf.
2 3 Q.s gpinn, You understand anci agree, lhal we may require you to provide information that
may be used to confirm your ideroOty and help ensure the security of your Ac,,count anftr User Profile.
In the event that you of, an Adm� rs lose access to an Account or otherivise request informaloon about an
Account, we reserve the right to request korn you: of, from an Adorrnri (as the case may be) any
verification and/or information, including m area form of a release, as we deem, necessary 3fr our sole
discretion, before restoring or providing access to or providing information about such Account.
2.4. The Admin(s) of an A=ount are, severally and goinfly, deemed as the authorized
representatives of the Customer, arid any decision or action arade by any Admin, is deemed as a
decision or action of Customer. An Admin may assign or add other meovbers of the Account as
Adirnins, which possess important privileges and controls over the: use of the Services and the
Account, including, without finnRabon (j) control your (arid other Users) use of the Account, (it)
purchase, upgrade or dawrigradp SerAces; yid) create, monitor or modify Users actions and
perrs-oissions; (4i) manage the access to, r;ontrot, remove, shore posts or otherMse change, all orpart
of the Custarner Data (as defined below); (iv) assign certain privileges, to such other Users (as defined
below), and (v) imegrate or disable integration with Third Party Services. You also acknowledge that
your Account can becorrie managed by a representative of the enOly that owns or coritrols the ernail
address domain with which your Account was created or registered. Admiri rights are further
elaborated in this ArAic
4qJ
,2,5,, Arxgwal Therra are severat types of Account users, such as guests, viewers, MemOurs and
other types of users, all of whom are designated within the Services and referred 110 herein, collectively
with the Adrnjir(s) as "'Users", The features, functonalilies and privileges wmilable to the Users are
determined by the respective user role, ServKxs, offering and Subscription Plan governing such
Account, For more information on the rights, permissions and definition of various types of Users, visit
this in &Iigjp nsuring that Users are assigned the
� _ _qur�lefpQmtq�� and you shaR be responsible for c
appropriate user type, if you assign Users not 41 accordance with the appropriate Liser type (for
instance, assigning Users who are internal to your organization, your affiliates. subs;diaries and/or any
other rehted erflities as a guest user, such as having guests with such orginrzation's emarldornafri)
then monday,romi shalt have the right, in its sole discretion, and without derogating any other remedy
available: hereunder, to reassign such user types as appropriate, impose additional restrictions and/or
charge additional fees.
2,6 sible fsx W5,gr$, Customer ks solely liable and responsible tor undersLanding the
settings, prsAfeges and controls for the Services ,and for conlroHong whom Customer permits lo
become a Uses, and what are the setfings and privileges for such User, inctuding without Irnitalion, the
right for a User to invite or add other Users (either paid or unpaid), the flight to incur charges on the
Account, the right to access, modify or share boards, etc. Customer is responsible kv the activities of
https://monday.com/l/legal/tos/ 2/13
4/16/25, 2:19 PM Terms of Service Agreement No. 7109B
all of its Useris, iilCkiding Order Forms they may place and how Users use the Custorner Data, even
those Users are neat froin Cuslonler's� organiiakion ar domain. Further, Custorrer acknowledges that
any action taken by a User Of CUStOrnOr's Account, is deemed by us as an authahzed action by
Customer, hience Customer shall have no claim in this regard,
3. Your Customer Data.
3,1, qwoxlm Q Gustorrier Data is any data, file adactimanks, text, iiriagos, reporls, personal data,
or any other, content,, that is uploaded OrSUbmilted, transmitted or otherwise made available, to or,
through the Services by you or any User and is processed by us on Customer's behalf ('Customer
Data"), For the avoid�vice of doubt, Arionyrrious Information (as defined below) is riot regarded as
Cusjorner Data. Custori'mr rftains all right, tille, interest arid control, in and h the Custorii Data, in
the form submitted to the Services. Subjecf to Meese Terms, Cluslonler gnarls us a worldwide, royalty -
free, limited license to access, use, process, copy, disiribute, perform, export, and display the
Cus,aohiii Data, and solely to the extent that reformatting Customer Data for, diisplay in the Scrvi(ir s
cionstilutes a rnodificalion or derivative work, the foregoing license also includes the right to Mike
modifications and derivative works. The afore -mentioned license is hereby granted solely: (i) to
maintain and provide you the Services,, (ii) to prevent or, address techniczA, fraud 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 Tenors; (rv) to comply with a valid
legal subpoena, request, ar Other lawful process; and (v) as expei-.issly permitted in writing by you,
12, IF "A) s _SP.Q.,n,5jbJJJ Y. fq� r �Jqal.Qi/ Nio Qp .1MpLJa p, You represent and warrant that (l) you have or
have obtained all rights, licenses, conserils, permissions, power anditor authority, necessary to grant
the rights granted herein, for any Customer Data that you submit, post or display on or through the
Services; (,,it) the Custorner Data is in compliance with, and subject to, Our A0 pjg4l.? Qs e Poliqy; and
(id) the Customer Data you submit, youiruse of such Customer Data, and atir use of such Cuslomel
Data, as set forth in these Tarms, do not and shall riot (a) infringe or vrdate any patents, ropyrighls,
trademarks or other intellectual property, proprietary or pdvacy, data protection or publicity nights of
any third party; (b) violate any applicable local, state, feclefal and international laws, regulations and
conventions, indudinq those related to data privacy and data transfer arid" exportation ("Laws`)e (C)
violate any of your or third party's policies arid lerms governing the Customer Data, Other than our
security arid 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 lrarismilOng 4, It is hereby clarified that frionday,corn
shall! riot irriorritur drid/orrnoderate the Customer Data and there shall be run claim against
monclay.com for not doing such.
3 3, t9g_$_gj1sJ[i_Ve_data. You shall not submit to the Services any data that is protected under a special
legislation and requires a unique freatinent, including, wilhout firriRations, (i) categories of data
enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or
regulation in other juirisdicron" (ii) any protected health information subject to the Health Ilnsu.arwicea
Portability and Accountability Act ("HIPAA ), as amended and supplernenied, or any similar legislation
vi other jurisdidion, unless (a) the applicable Services and the respective Subscription Plan is Made
commercially generally available by rrionriay_c4,)m for use, with HIPAA [fate; and (b) Customer and
rrionday.carn separately enter, into a HIPAA and (iiii) credit, debit or
other, payment card data subject to PCt DSS or any other credit card schemes,
4. Public User Submissions.
4 1 The Sites may have certain features that allow you to submit
comments, information, and other Materials publicly (collectively, "Public User Submissions") and
share such Pubfic User Submissions with other Users,, or lhe public. By submitting Public User
Submissions through the Sites, you grant us a license to access, use, copy, reproduce, process,
adapt, publish, transmit, host, and display that Public User Stibmissrons for any purpose, busiriess,
including without limitation, for publicizing and proniotk,ig monday.00rn, the Servocs andj`V the Sites
and for any other lawful purpose, in any media formal P,e.g, in -print, websiles. electronically,
broadcast), arid you hereby waive, or to the extent legally prohibOted, assign to monday,corn, any
moral rights in your Public User Submissions,
4,2. You acknowledge and agree that (i) you have of
have obtained all rights, license$, consents, permissions, power andlor authority, necessary to grant
the rights granted henain, for any Public User Submissions that you submit, post or display on or
through the Services: (it) we do not control, and are not responsible for, other content andlof
subirnissons, posted on our Sites and/or Services by others. (iii) by using (he Services andifor Sites,
you may be exposed to content and/or submissions by other users or site visitors that is offensive,
indecent, inaccurate, misleading, or otherwise unlarwful; (iv) any Public User Submissions are
submitted in accordance with, and subject to our Ac .5-,
Q _P, Fql)py-
5. Intellectual Property Rights; License.
5,1 r Q.QEJRtq110VtJ JJPtQpQqyThe Seneices and Sites, inclusive of rnatoriols,suech as software, AP1,
apps framework, design, design system, iext, iditonal materials, mformationd text,, documentation,
photographs, illustrations, audio: clips, video clips, artwork and other graphic materials, and names,
logos, trademarks arid services marks (excluding Customer Data), any and all related or underlying
know-how, technology or intellectual properly, and any modifications, enhancements or derivative,
works of the foregoing (collectively, `monday=m Materials"), are the property of rranday.com and
its licensors, and may be protected by applicable copyright or other" intellectual property laws and
treaties, As between you and rrionday,corn, niciriday.com retains all right, title and interest, including all
intellectual property rights, in and to the monclay,com Materials.
https://monday.com/l/legal/tos/ 3/13
4/16/25, 2:19 PM Terms of Service Agreement No. 7109B
5,2, QW.610,niAr Rollimon' m, Customer acknowledges and aCCepts that monday,com has the righi to use
Customers narni',- and logo it) identify Customer as to custorner of rnonday,corn or as a User at the
Services, oil nionday.coin's Sites, i-narkefing materials or othemise by public announcements,
including, but not limited to, earning stattArnents and calls, shareholder materials and similar
announcernents. Customer may revoke such right, at any firne, by contacting sur,iport@nicriclay.com.
5 3, YL)m.t,Aqqiqas aLid Q5.,e tgh�t-sa Subject to the terms and conditions of These. Ternis, and your
compliance thereof, and specifically in strict compliance with our A_Qrep e rant a
, _tqbjt�! Osp. Policy, W 9' Y u
a lirnited, warldwide, noel-exc[usiye, non -transferable right to access and use the Services and Sites,
during the applicable Subscription Term, solely for Customer's internal business purposes.
5A. U5p_r Except as expressly permitled iri thoso Tcnlns, you may not, sand shall not allow
a User, or any third party to (i) give, sellrant, lease:, limesi-i sublicense, disclose, publish, assign,
maiket, resell, display, trailsillit, broadcast, transfer or distribute any portion of the Servlces or the
Sites to any third party, including, but not limited to your affiliates, or use the Servicos in any wrvi'Ce
bureau arrangement, (ii) circumvent, disable or otherwise interfere with security -related Features of the
Sites far Services or, features that, prevent or restrict use or copying of any content OrOlat enforce
linvitations on use of the Services or Silos, (jir) reverse erigineer, ijecompfle or disassw-rible, decrypt or,
attempt to derive the source code of, the Services or Sites, or any components lhereof(iv;) copy
rnodify, iranstate, patch, irriprove, alter, change or create any derivative works of The Services or Sites,
or any pod thereaf; (vl take any action that imposes or may impose (at frianday.com's sole discretion)
an unreasonable or disproportionately large load on file rrionday.coril infrastructure or Anfrastructure
which supports the Sites or Services (vi) interfere or atienipt to interfere with the integrity or proper
working of the Services or Sites, or any related aclrvities, (vie) remove,, deface, obscure,, or alter
inanday.com's or any third party's idenlificalJon, attribution or copyright notices, trademarks, or other
proprietary rights arfixed to or provided as part of the Services or Sites, or use or display logos of the
Services or Sites wilhout monday.com's prior written approval!; (vw) use the Services or Sites for
coinpeOve purposes, inrluding to develop or enhance as competing servilcm or PrOdU01; or (ix)
emmurage or assist any1hiji'd party (including other Users) to do any or the foregoing
5,5- E_Ppqh�p%c, As a User of the Services andfor Sites, you may provide suggestions, corninents,
feature requests or other feedback to any of monday,com Materials, the Services, the API indlor the
Sites (""Feedback') , Such Feedback is deemed an integral part of inonday corn Materials, and as
such, it is the sole property of mondaycom without restrictions at, limitations on use of any kind,
monday,com may eilher implement or rekecl, such Feedback, w0hout any restriction or obligation of
any kind, You (1) represent and warrant that such Feedback is accurate, complefe, and does (lot
Irgringe on any third party righls(ji) irrevixably assign, to Monday corn any right, rifle and interest you
imay have in such Feedbackand (iii) explicilly and irrevocably waive any and all claims relating 10 any
past, present or future moral rights" artists' rights, or any other shni rights, worldwide , if's or to such
Feedback.
5.6, 6el We May offer an API that provides additional ways to access and use Me Services,
Such AM is considered a partor the Services, and its use is subject to all "iese Terms, Without
derogating from Sections 51 through 5A hereof, YOU may only acc.ess and Lise, our API for
Customer's inlernalt business purposes, in order to create interoperabAlity and integration between the
Services and other products, soi,vices or systerns you aru.Vor Custarner use internally. When using the,
APf you should follow our relevant Qqyqjp We reserve the righl at any time to modify air
disconisslue,, temparadly or pernianenfly, your andfor Customer's access to the API (or any part of it)
wifli or without notice, The API is sublecl to changes and rriodificatiuris, 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. S%:�tanty, rnonday.com implements reasonable security measures and procedures designed to
assist in protecting your Customer Data. You can learn more on our security measures and
procedures on our Security -Page, as updated from time to time.
....................... .. ..
6.2. P ya_cy_Pqlj As a part of accessing or using the Seroces and the Sites, we may collect, access,
use and share, certain Personal Data (as defined in the Privacy,Rpli9 y) from, andlor about you. Please
_
read our Privacy F!ollcy, which is incorporated herein by reference, for a description of such data
collection and use practices.
6 3 Qa Pjos,_essJng,Addgnd.ql:n. By using the Services, Customer also accepts our Qyj.tA_P_rqgRs_5,[n9
AddoindtArn ("DPA"), which governs the Processing of Personal Data (as both terms are defined in the
DPA) on Customer's behalf.
6.4. AR9nV_ft1Qms.1 o(QUngfina, Nolwilbsianding any other provision of these Terms, we may collect, use
and publish Anorlyrnous Information (defined below) relating to, or generated by your use of the
Services and/or Sites, and disclose it for the f)UrPOSe oaf providing, operating, improving and
publicizing cur products and servic.es, including the Sites and Services, and for other business
purposes. "Anonymous Information" means information which does not eriable identification of an
individual. such as do -identified, aggregaled and/or analyfics information. rnonday,com, owns all
Anonymous Information collected or obtained by monday,com.
7. Third Party Services; Links.
The Services enables you to engage and procure certain third party
services, products, apps and tools An connection wikh ille Services, including, withai,it imitation, third
party applications and widgets offered via our iniegralions offering, or which you decide to connect
through our API, as part of the Services (collectively, "'Third Party Services")
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7 fjjd@ P eq( ... J.g.r.11 You acknowledge and agree that regardless of the manner in wbwlh,
such Third Party Services may be oflcr(,,d to You, We rnert'1y act as an intermediary plaftm brat,mveen
you and such Third Party Servii.es, and we do nol, in any way, endorse any such Third Party Services,
or shall be rn any way responsuble ar 10ble vdiffi rpspeol to any such Third Party Services, Your
reiationship with such Third Party Services and any tornis governing your payment for, and use of,
such Third Party Services, iricludinq without limitation, the collection, processing and use of your data
by such Third Pariy Services, aresubject to a separate, contractual arrangement between you and the
provider of the Third Party Services ("Third Party Agreement'), We are riot a party to, or responsible,
in any manner, for the compliance by you or by the provider of the Third Party Services with the Third
Party Agreement.
73,
jjtqijie g. Through the Services your may
enable milegrations with yourAccount, including, boards or Servjr;es within your AccouM (or I portion
thereof), with Third Party, Services, which will allow an exchange, transmission, i7rodification or
removal of dwa between us and the Thkd Party Services, inciuding without firnitation, the Customer
Data, the snipe of which is determined by the applicableactions set by such integration, You hereby
acknowledge that any access, collection, iransaicssion, processing, starage ot any other use of data.
Including the Customer Data, by a Third Party Services, is governed by the Third Party Agreement,
including any applicable privacy policy„ arid moriday,com is hot responsible for any access, collection,
ttarisrTirssion, processrng, storage or any other use of data, including The Customer Data, by the Third
Party Sir ices or for such Third Party Services, privacy and securty aclions, inactions or general
practices, By integrating and/or using the Third Party Services, yoiA acknowledge and agree that. (i)
you are solely responsrbte for your compliance with: appficable privacy res1rictions, laws and
regulations, including Your use of the Thirri Party Services and other data activities you n'tay conduct
or may permit third parties, including the Third Party Services, loconduit l; (fl) the activities sand use of
the data by you and any other Users within flhe Account, may result in a modification aced/or renra4 of
data, eilhor in the Account (i e. Customer Data) and in the inlegraUnd Third Party Servic.es, We shaH
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 Services.
74_0 Both monday.com and Third Party Services may impose, each at
its sole discretion, additional conditions or limitations on your access and use of certain Third Party
Services, including without lfrnilaiion, imposing a Inmited 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 Services or the Third Party Services or olherwise notified to you or, to any other relevant
User of the Account.
7.5. lylgiipi iy go ry
-lpjjtpe,, moriday.com may make available Third Party Services through the
monday.com Marketplace or SerAces. Your use of the monday.com Marketplace is subject to the
monday.com $e
. ........... ................. ryirp.
7 6. P-ayMqnLfQ13bjC"P rrty-apfviges, Third Party Services may be offered free of charge or for a
certain fee, wither charged directly by the Third Party Services or by monday.com, Wherever Third
Party Services require payrrient, a shall be indicated to you, unilpsisuch fee as included within the
Fees for the Services, Wherever rnonday.corn charges Custorner on behalf of the Third Party
Services, then CuMorner acknowledges that monclay,corn serves only as an intermediary role in
facilitating or collecling the aptificable fees and taxes from Customer, for the Third Party Services, thus
all payment related issues, including the payment of fees, renewal and refund policy, are governed by
the Third Party Agreement, Wherever inonday,corn charges Customer, on behalf of itself and riot an
behalf naf the Third Party Services, the payment lerms, including Vie payment of fees, renewal and
refund policy, are governed by Sections 8 and 9 herein.
7.7. Change oLFf' Lgs. Customer acknowledges that monday.com and any Third Party Services, may
change the fees for the Third Party Services from time to time, including imposing a new charge on a
Third Party Services that was provided for free.
7.8. Services. Each monday.com and the Third Party Services reserves
the night to discontinue the use or, suspend the availability of any Third Party Ser-vwPs, for any reason
and witty no obligation to provide any explanafion or notice, Such disconflnualion may result in the
mabiliO/ to utifize certain features and actions of the Third Party Services along with our Services.
7.9. Links. The Sites, Services and/or any Third Party Services may contain links to third party
websites that are not owned or controlled by us ("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; (r) are solely responsible and liable for your use of aria Irnking to thffd party websites
and any content that you may send or post to a third -party websitw and (fl) expressly release us rrorri
any and all liability ansing from your, and in case of a Customer, all Users', use of any third party
welosite, Accordingly, we encourage you to read the tennis and conditions and privacy policy of each
third party website that you may choose to visit.
7.10. l,jrriftolh m?,S)LUo Q bjity, monday.com BEARS NO RESPONSIBILITY AND/OR LIABILITY FOR
ANY LF�kS OR THIRD PARTY SERVICES, INCLUDING WITHOUT LIMITATION, SUCH THIRD
PARTY SERVICES' OPERABILITY OR INTEROPERABILITY WITH OUR SERVICES, SECURITY,
ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES AND THE
QUALITY OF ITS OFFERINGS, AS WELL AS ANYACTS OR OMISSIONS 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 SERVICES'
OPERATION AND PRACTICES AND ITS RESPECTIVE THIRD PARTY AGREEMENT MEET YOUR
NEEDS.
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8. Subscription, Fees, Upgrades and Renewals.
8.1. Order Form. The Services may be purchased via an order form, e.g. a sales order, purchase
document or any other instrument as determined by us, which shall be completed mid placed eilher
online, in-producl, offline, or in any other form desrqriated by us ("Order Form"), Such Order Form will
tisk, at a minimum, the Services ordered, the associated fees, the subscription plan and terri% as
apphcable, t(Custoriner provides noonday corn, a purchase order related to an Order Forni, such is
cleernLd to incorporate these Terms and if such contains forms in regards to Vie SeMces then Such
shall have no force or effect.
8 2 1jvt1§ ,prupii -ri. Unless stated oftienovase in an Order Form, the Services arf,.,r pnowderf on a
subscription basis for the Subscription term specified in the Order Form, in arxordance with the
respective subscription plan, as applicabie, purchased under such Order Form "Subscription Term"
and "Subscription Phan", respectively, and collectively the 'Subscription"),
8.3. Fees. In consideration for the provision of the Services (except for Trial Services), Customer shall
pay us the applicable fees, as set forth in the applicable Order Form ("Fees"). Unless indicated
otherwise, Fees are stated in US dollars. Customer hereby authorizes us, either directly or through our
payment processing service or ow affiliates, io charge such Fees via Customer's sel itcled payment
metbod, upon due date or shall otherwise rernit payment to monday.corri upon the due date. Unless
expressly set forth herein, the Fees are non -cancelable and none -refundable We reserve the right to
change the. Fees at any time, upon notice ko Customer if such change may a:ffect Ciustorner's, existing
S1JbSCrcfi0r)S UpOrl renewal, In the event of failure to collect the Fees owed by Customer, we may, at
our sole discroWn (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 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 he imposed in
respect of these Terms and the purcl'iase or sale, of the Services hereunder ('Taxes"), If Customer is
located m a turisdiction which requires Customer to deduct or withhold Taxes or other announis from
any amounts due to us, Customcar should notify us, in writing, promptly and we ,shall i join efforts to
avoid andlor reduce any such Tax withholding, provided, however, that in any case, Customer shall
bear ")e sole responsibility and liability to pay such Tax and such Tax should be deemed as being
added on top of the Fees payable by Customer
8.5 _Vpgra lJe$,. Customer may upgrade andlor enhance its Services by either , (i) adding Users; (it)
upgrading to a higher type of Subscription Pharr, (id) adding additional services, products, Add -Ores,
features or functiona6ties, and,+or (iv) upgrading to a longei, Subscriplion Twin (coHecfivety,
'Upgrades"), Some Upgrades, or other changes may be considered as a new purdiase, hence will
restart the Subscription Term for alll or some of the Services and som PL wdl not, as indicated within the
Services and/or the Order Form. Upon an Upgrade, Customer will be billed for the applicable
additional Fees, at our then -current rates (unless indicated otherwise in an Order Form), either: (a)
prorated for the remainder of the then -current Subscription Term, at (b) whenever the Subscription
Term is being restarted, Ihen the Fees already paid by Customer will be reduced froin the new
upgraded Fees, and the difference shall be due and payable toy Customer upon the date on which the
Upgrade was made. "Add-Ons" means additional enhancements andior additional funoltonalifies, for
the applicable Services for the respecfive Subscrnptron Plan purchased by Customer that are irade
available for purchase, which may be subject to additional Fees.
8.6. Addtog-U swii. 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 inay invite other persons to be added to the Account as Users (collectively, "Users
Increase"). For further information on lhpse options and how to disable Them, visif our Help..ent(g,
Any changes to the number of Users wMijn a certain Account, will reslart the Subscription Term for all
or some of the Services� and Customer will be billed for the applicable additional Fees at our then -
current rates and the Fees already paid by Customer will be reduced from the new additional Fees,
unless otherwise agreed in an Order Form in which case Users will be added for the remainder of the
Subscription'Term on a prorata basis. We will bill Customer upon the Users increase, unless such
alternative time is otherwise agreed by us,
8.7. We shall have the right, including w0liout limitation where we, at our sole
discretion" believe that Customer and/or any of its Usershave misused the Services or otherwise use
the Services in an excessive manner compared to the anticipated standard use at our sole discretion
(for instance, an excessive number of guests, excessive use of automations, istc.), to offer the
Services in different pricing andlor impose additional fees or other restrictions as for the upload,
storage, download andlor use of the Services, including, without firnilation, restrictions on Third Party
Services, network traffic and bandwidth, size andlor length of content quality anrVor format of content,
sources of content, volume of download time, etc.
8,8. fLffhng. As part of registenng,, or subrnii6ng Ming mrormalion, to the Services, Cuslorner agrees Ic
provide us with updated, accurate arid complete billing infori-nation, and Customer authorizes us
(erther directly or through our affiRatesincluding noonday atom Inc, or other third partws) to cbarige,,
request and collect payinent (or othermfise charge, refund or lake any other billing actions',) from
Customer's payment method or designated banking accourit, and to make any rnqumes that we (or
our affiliate.sandior third-paMes acting on our behalf) may consider neressary to validate CuMomer's
designated payment account or financial iruforrnation, in order to ensure prompt payment, including for
the purpose of receiving updated payment details franc Customer's credit card cornpany oroariking
account (eg., updated expiry date or card riumber as nmy be provOed to us by Customer's Credit
card company),
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8.9. $uwi :pliphlSwi Ap r Rp91f !weal, In order to ensure that Custonme�ar will not experience any interruption
or loss of services, Customer's Subscription includes an aulomalic renewal option by default.
Accordingly, unless Customer cancels its Subscritition prior to ils exppralinn„ which in the case of are
amnuaal Subscription, such cancellation notice shall be no less than 301 days prior to its expiration
(unless crl:herwise permiutted by rnonday.com), the Subsccnp0cri to the underlying Services will
a utornaticsally renew upon the end of the then applicable Subscription 'Team, for a renewal period equal
in time to the original Subscription Terin and, unless otherwise nolihed toCustomer, at [lie same price
(subperct to applicable Tax changes and excluding any discount or rather 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 Fees upon or
immediately prior to the expirarlion of the then applicable. Subscription'Term. if Customer wishes to
avoid such auto -renewal„ Customer shall cancel its S'uubsr rip bon, prior to its expiration, at any time
through the Account settings or by contacting our Curs,(gtimeT team. Except as expressly set
forth in these Terms, in case a Customer cancels its Subsc6plion, 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. (e pttpYg.pl3fl )'Cfkf9Sayrotm5. Unless expressly stated otherwise in a separate legally binding
agrearnenl, if Customer received a special discount or otlier promotional offer, Customer
acknowledges trial upon renewal of tfwa Subscription to the Services, rrionday.com will renew such
Subscription to time Services, al thre full applicable Fee at the time of renewal.
td 11, Q,LQ,, l up An credits that may accrue to Customer's Account for thne respective Services, for any
y y p
reason ("Credits")„ will expire and be of no further force and effect, upon the earlier of (i) the
expiration or lerininatuuan of the applicable Subscription under the Account for which suIC h Credits were
given, or (6in prase such Cre&s accrued for an Account with "idol Services (as defined below) that
was not upgraded to a Subscription Plan, then upon the lapse of 90 days of such Credits accrual,.
Unless specificallyindicated otherwise, Credits may be used to pay for lshe respective Services only
and not for any Third Party Services or rather payment of whatsoever kirid. Whenever fees are dude for
any Services, accrued Credits will be first reduced against the; Fees and the remainder wilt be charged
from Custnrner's respective payment rnethnd. Credits shall have no monetary value (excepi for the
purchase of Services under tries lirraited lerrns specified herein) nor exchange value, and will not be
transferable or refundable.
8 12, Payrrppnd_¢hr,p,pglu P rhaaer. If Customer purchased Services from a moriday.corn authorized
r^esrwller, dtshibutor or engages with an intermediary to fulfill its payment obligations hereunder to Lis
which is approved by us ("Partner"), than to the extent there is any conflict between these. Terms and
the agreement entered between Customer and the re°spectuve Partner„ including any purchase order
("Partner Agre�ement')„ then, as between Customer and monday.com, fh,aese Terms shall prevail, Any
rights granted to Customeranddor any of the other Users in such Partner Agreement which are not
contained in these Terms, apply only as between Customer and the respective Partner. In that case„
Customer must seek redress or realization or enforcement or such rights solely with the Partner and
riot monday, corn, For clarity, Customer's and its Users' access to the Services is sub,poca to our receipt
from Partner of t'he paymerilof the applicable Fees paid by Customer to Partner. Customer hereby
acknowledges that at any time, at our discretion, the billing of the Fees rama'l be assigned to us, such
that Customer shall pay us directly the respective Fees.
9. Refund Policy; Chargeback.
9 t I p i,ua"If ,FPtNgy If Customer is n,ot satisfied with its first purchase of the Services and solely with
respect thereto)'hnitiat Purchase")„ then Cuslomer may terminate such Iniliaal Purchase of the
Services by providing us a written notiu e, will°pin 30, days of such lnr al Purchase ("Refundi Period"). In
the event that Customer terminates .such Initial Purchase within the Refund Period we will refund
Customer the prorata portion of any unused and unexpired Fees pre -paid by Customer in respect of
such terminated Services, unless such other sum is required by applicable law, in the same currency
we were originally paid ("Refund""), The Refund is applicable only to the 'initial Purchase and does not
apply to any addi6onat or subsequent purchases, upgrades, inodificalion or renewals of the Services
(even if such were performed during the Refund Period), Please note that we shall not be responsible
to Refund any differences caused by change of currency exchange rates or fens that Customer was
charged by lhrrd parties such as wire transfer fees After the Refund Period the Fees are nori-
ru.fiundable arid non -cancellable To time extent peafrnitted by law, if we find that a notice of cancellation
has been given in bad faith or in are illeg�itinmate "attempt to avoid payment for Services actually
received and enjoyed„ we reserve our right to reject Customer's Refund request, Subject to the
foregoing„ upon termination by Customer under this Section 9A all outs'tandung payment obligations
shall immediately become cause for the used Services and Customer will promptly rernit to naonday.com
any fees due to monday.com under these Terms.
9.2. Rgryu_Roftina kelp Apr±.!.pe . 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 Services and give a Refund.
9,3 Qhj@fgPjjdk. if, at any time„ we record a decline, char gebaueck or other refection of a change of any
dire and payable Fees ("Chargeback'), this will be considered as a breach of Customer's payment
obligations hereunder, and Customer's use of the Services may be suspended, disabled or to„rrninateac
at maonday,corn`s discretion, Customer may not have any iturther access to the: Services in the event of
such suspension, disablement or termination, unless monday,corn ofherwisea enables Customer to
resume its access to they Seriwicos, at its sole discretion„ suhplect to Customer's, payment of any
applicable Fees in full, including any fees and expenses incurred by us and/or any Third Party
Services for each Chargeback received (including handling and processing charges and fees incurred
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by the payment processor), without derogating from any other remedy that may be applicable to us
under these Terms or applicable law.
10. Trial Services; Pre -Released Services.
101 We May offer, from finie to time, part or at of our Ser"ceq on a
free, no-obligafion trial and/or in connection with a free Subscrit.Aion Plan to Ole Services for a lim0ed
duration and will) liarted functionality ('Trial Services"), The tenrin of the Trial Services shall be as
comaltinirated to you wilbin file Servires, in an Order Form or, separately iri wrifing by monday.corn,
tinless terminated earlief by either Custorner or us,, for any reasory or ro,r no reason, We reserve the
right to modify, cancel) andlor firnk the Trial Services at any time, with or without notice, arid without
liability or explanalion to you, In respect of the Trial SOFViCeS, upon torryuriation, we may chaiqe Ifle,
Account web address at any th-ne without any prior written notice.
10 Note that we may ofter, frorn lime to time, certAtil ScNiCeS or pails
thereof as A4)ha or Beta versions ("Pre -Released Services") and we use best endeavors In identify
such Pre -Released Services as such, Pre -Released Services are Seretces that are still under
development, and as sucri they may be inoperable tar incoilplete, and may contain bugs, suffer
disruptions and/or not operate as intended and designated, more than usual.
10,3,
roar 1g.Tarnls.Itf The, TOM Services arid Pre
Released Seorii�es are governed by these Terms, including relevant Specific Services Terms, provided
that notwilhstanding anything in these Terms or elsewhere to, the coritrary, in respect of I'Aal Services
arid Pre -Released Services (i) sud't services are licensed hereunder orl all, As -Is", "With All Fauils"
"As Available" basis, with no representations, andlor warrenlies, express or implied, of any kind, fit) the
onclevinnily underlaking by us set forth in Section 16.2 herein shall not zippfya mid (iav) IN NO EVENT
SHALL THE TOTAL AGGREGATE LIABILITYOF monday.corn, ITS AFFILIATES OR t'l-sTHIRD
PARTY SERVICE PIROVIDERS, UINDER, OR OTHERWISE IN CONNECTION WITH, THESE
TERMS (INCLUDING THE SITES, THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED
US $100. We make two promises that any Trial Services and/or Pre -Released Seriices owill be made
available to you and/or generally available.
11 Term and Termination; Suspension.
11.1 Term. These Terms are in full force and effect, commencing upon the Effective Date, until the
end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless
terminated otherwise in accordance with these Terms.
I l 2 IN Either Customer or us may terminate the respective Services and these
Terms, as applicable, upon written notioe, in case that the other party (a) is in material breach of these
Terms arid to the exterit, curable, fails to cure such breach, wiffiiii a reasonable cure period, which
shail not be less Haan 10 days following a wrilken nodce frorn by (lie non -breaching party, provided,
however, lhai termination by Customer shait apply only with respect to those components of Ole
Services with respect to which ink, breach has orourredor (b,) ceases its business operations or
becomes subjed to insolvency proceedings and the proceedings are not dismissed vvifl,iin 45 days,
113, Customer may terminate its Subscription to the Services by cancPlir'54
the Services and/or deleting the Account, whereby such termination shall not deragale frorri
Qj,.;ilorner's obligation to pay applicable Fees except where such terminwiian as made within the
Refund Period in accordance with Seclion 91 above, unless mutually agreed olt)enmise by Custorner
and us in a written instrument, the effective dace of such termination will take effect at the end of the
then -current Subscription Twm, and Customer s obligation to pay the Fees throughout Ifne end of such
Subscriplion Term shall remain in full force and effect, and Customer shall not be entiled it) as refund
for any pre -paid Fees.
n Upon termination or expiration of these Terms, Ci, mitorner's
Subscription and all rights granted to you hereunder shall terminate, and we may change the
Account's web address, 11 is Customer's sole fiabifily to export bile Customer Data, prior to such
termination or expiration, In lho event that Ci,mlomer did not delete the Customer Data from the
Account, we may continue to store and host it until l either Customer or we, at our sole discretion,
delete such Customer Data, and during such period, Customer may still be able to make a limited use
of the Services in order to export the Custorner Data ( "Read -Only Mode"), but note that we are riot
Linder any obligation to maintain the Read -Only Mode period, hence such period may be terivinated
by us, at any time, with or without notice to Custorn d, and subsequently, the Customer Data will be
deleted, Customer acknowledges the foregoing and its solo reqponsibafty to export and/oe delete the
Ciistomor Data prior k) the termination or exprraijtion of these Terms, and therefore we shalt not have
any hibility either to Custorrier, nor to any User or third party, in connection thereto Unless expressly
indicated herein otherwise, the termination or expiration of these Terrris shall not relieve Custonaer
from its obligation to pay due Fees,
d 1-5, $urylKal, Section 2.6 (Customer Responsibility for Users), 3 (Customer Data), 6 (Privacy and
Security), 7 (Third Party Services; Links), a (Subscription, Fees, Upgrades arid Renewal) in respect of
unpaid Subscription Fees, 103 (Governing Terms M Trial Services and Pre -Released Services), 11
(Term and Teirrnrnahona Suspension), 12 (Confidentiality), 13 (Warranty Disclaimer), 14 (Liniflations of
Liability), '16 21 (Governing Law an(j jUrrtsdiction„ Class Action Waiver and
Arbitration) and 22 (General! Provisions), and siudi other sections of these Terms which by their nalure
are intended to survive, shall survive the tertrunation or expiration of these Terms, and continue to be
in force and effect in accordance with their applicable terms.
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11 do ,rg�""p; n;;ryif), Without derogaling from our termination rights above, we may decwde to temporarily
suspend lhei Accxasunt andlor a User Profiler (including any access therelo) and/or our Services, in the
rollomrig evenW (i) we believe, at our sole discretion, that you or any third harry, are using the,
Services in a manner that rnay impose a security rustic„ may cause harm to tag orany third pany, and/or
may raise any livability for us or any third party: (rr) we believe, at our solo discretion that you or any
third party, ,are using the Services rn breach of these Ternms or applicable Law; (urr) Custonmers
payment obligations" in accordance with these Terms, are or are likely to become, overdnuen or (iv)
Custonmer`s or any of its Users' breach of the Acceptable; tisey Potrcy. The arore-ntuarmlrranr f 4tr pLir iC n
rights are in addxti,can to ,:any remedies that may be arvailable to ors in accordance ,with these Terms
and/or applicable Law.
12. Confidentiality.
12, t 'tar furfr nliap„10!9Siraa,a if-M, In connection with these Terms and the Services (mcluading the
e w,iluatiaon lti oreeof), each party ("Disclosing Party") may disclose to the: other party ("Receiving
Party'°), norw-public business„ product, technology and marketing infonnatlori, including without
Iurnitati on, custonwrs lists ,.and infomialion, know-how, software and any other non-public info rnation
that is either identlfed as such or should reasonably he understood to be confidential given the nature
of the rnfonmation and the a �;ircuurnstances of disctosure, whether disclosed prior to or aft the Effective
Date ("Confidential Information"). For the avoidance ofdoubt, (i) Customer Data is regarded as
Customor's Confidential Infornmation, and (ii) our Site, Services, Tnal Services sand/or Pre -Released
Services" inclusive of their underlying technology, add their respec6wrue performance information, as
well as any data, reports and materials we provided to you in connection with your evaluation or use of
the Services are regarded as our Confidential Information Confidential Infor-mation does riot incluu:9e
Waarmation that (aa) is or becornes generally available to the public wittaout breach of any obligation
owed to the Disclosing Party; (b) was known to the Recewvring Party prior 1!0 ds disclosure b',y time
Disclosing, Party without; breach of any obligation owed to the Discfosru Party~; (c) is received frorn a
Baird party +u dhout'breach of any obligation owed to the Disclosing Panty, or (d) was independently
developed by thy. Receiving Panay,without any use or reference to the Confidential Information,
1 n 2 C. Cif4.Sir.pLl+w (IfY..i rudeta Itict .. y, t I tarenvraaq Pftciy, The Receiving Party will (u) ttake al, leask
reasonable measures to prevent the unauthorized disclosure or use or Confiden6al Information, and
limit access to those employees aaf8ntdaies s-ervice providers and agents„ on a need to know basis and
who acre bound by confidentlaalwtyr obligations at least as reastric,WPD as those contained herein; ,grid ('il)
not use or disclose any Confidentialt information to any third party, except as, part of its performance
under these Tieuri°ns and as required to be disclosed to legal or financial advisors to the Receiving Party
or in cnonnection �Nith a due diligence processthat the Receiving Party is undergoing, provided that
any such disclosure shall be governed by confidentiality oblr,ga6cirms at least as reslrictiveasthose
contained herein.
t 2,3 wig, Niotvvilhstanding the above, Confidential Information may he disclosed
pursuant to the order or requirement of a court, aadmmistra6ve agpricy or other governmental body;
provided„ however„ that to the extent legally permissible, the Receiving Party shall make best efforts to
provide promiplwritten notice of such court sorrier or reguirerrient to the Disclosing Party I,o enable lire
Disclosing Party to seek a profectuve order or otherwise prevent or restrict such disclosure,
13. Warranty Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO REPRESENTATIONS
AND/OR WARRANTIES AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
13.1. THE SITES AND THE SERVICES 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, INCLLDING )MTHOUTLIMITATION, REPRESENTATIONS AND/OR WARRANTIES OF
MERCHANTABILITY, FLINCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND
NON -INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.
13.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY
REPRESENTATIONS AND/OR WARRANTIES THAT THE SERVICES AND SITES, INCLUDING THE
ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED,
ERROR FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR
THAT THE SITE'S AND/OR SERVICES 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 ANDIOR YOUR DATA QINCLtdDING CUSTOMER DATA) MAY SUFFER, THAT ARE
BEYOND OUR CONTROL.,
13.3, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS AND/OR
WARRANTIES (I') THAT OUR SERVICES AND SITES (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 YOL); ANDIOR, (11) REGARDING ANY
CONTENT INFORMATION REPORTS OR RESULT'S THAT YOU OBTAIN THROUGH THE
SERVICES AND/OR THE SITES.
14. Limitation of Liability.
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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 PARTYSERVICE PROVIDERS), BE LtABLE
UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (1) ANY lNaRECT,
EXE MPLARY, SPECIAL, CONSEQUENTIAL, I NC J DENTAL OR PUNITIVE DAMAGES, (11) ANY LOSS
OF PROFITS, COSTS, ANTICIPATED SAVINGS(111) 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 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
(tNDEMNIFICATION) 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 TOTALAGGREGATE LIABILITY
OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS
(tNCLUDING, ITS THIRD PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN
CONNECTION VVITH,, THESE TERMS (INCLUDING THE SITES AND Tl-dE SERVICES), 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, Except as expresslystated in these Terms, we make rio reprasentalions or
vv-,jrrajjjje,,, that your use of the Services is appropriate in your jurisdiction, Other than as indicated
herein, you are responsible for your compliance with any local ariftr specific applicable Laws, as
applicable to your use of the Services.
15,2. R_ea$._Qn9bhQMPgg) _fig.L Q You hereby acknowledge and confirm that the tirnitations of
fability and warranty disclaimers coritained in these Teams are agreed upon by you and US and we
both find such liindalions and aflocation, of risks to be rornmerrially 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.
16 Indemnification.
16, 1, Customer hereby agrees to indemnify, defend and held harmless rnN1daY,C0m
and its, affiliMes, officers, directors, employees and agents from and against any and all claims,
darnagos, obhgattons, lbbilities, losses, reasonable expenses or costs (collectively, "Losses`j incurred
as a resull of any tbird party dairrij ansing from (I) Customer's andlor any of iLs Users',, violation of
these Terms or applicable Lawandlor (it) Customer Data, including the use of Custorner Data by
manday corn andlor any of its subcontractois, infringes or violates, any third party's rights, including,
without limitation, intellectual property, privacy and/cur publicity rights,
monday,com hereby agrees to defend Customer, its affiliatesofficers,
directors, and enlplOyeeS, wi and against any third party claim or demand against Customer, alleging
that Customer's aulho6zed use of the Services infringes or conslitutes rnisappropriahan of any third
party's, copyright, trademark or registered US patent ("IP Claim"), and we wiilll indemnity Customer and
hold Customer harnifess against any darnages and costs finally awarded on such IP Claim by a court
of competent ju6scliction or agreed to via settlement was agreed upon, including reasonable attorneys'
fees, monday,com's indemnity obligafions under this Section 16 shall not apply if. (i) the Sendces (or
any portion theroof) was modified by Customer or any of its Users or any third party, but solely to the
extent the IP Ct aim would have been avoided by riot doing such modificatiom (ji) if the Services is
used in combinaliarr 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 Ctairn arising or related to, the Customer Data or to any events
giving rise to Customer's rilderrinity obhgaftis under Sec0on 16,1 above, Without derogating trofn the
foregoing defense and inderilnifircation obligation, if rriunday.corn beheves, that the Services, or any
part thereot, inay so infringe, 1hen monday.com may in its sole discretow (a) obtain (at no additional
cost: to you) the right lo continue to use the Services-, (b) replace or modify the allegedly infringing part
of the Services so thM it becomes non -infringing while giving substantially equivalent performance; or
(c) if monday.com dererrnOes that the foregoing remedies are not reasonably available, then
monday.com may require that use of the (allegedly,) intnnging Services (or part thereoft shaill cease
and in such an event, Customer shall receive a prorated refund of any Fees paid for the unused
portion of the Subscription Terni, THIS SECTION 16,2 STATES rrranday.c;orn'S SOLE AND ENTIRE
LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY
INFRINGEMENT OR MISAPPROPRIATION BY monday.com AND/OR ITS SERVICES AND
UNDERLYING TECHNOLOGY.
The defense and inclenirfificatron a,bligabons of tile, mdernnifying party
under this Section 16 are subiect to: (i) the, indemnified party prornpitly providing a written notice of the
clairn for vOiach an indemnification Ps being sought, provided that such inderriniti?e's failure 10 do so will
not relieve the indemnifying party of its. obligation$ under this Seddon 16, except to the extent the
indemnifying party's defense is materially prepudiced thereby, (o) Me indemnifying party being given
mrnediate and exclusive control over the defense raced/air settlement of the claim, j,irovkled, however
that the indemnifying party shall not enter into any compromise or settlement of any such claim that
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requires any rrionetairy obligation or acirrussion of liability or any unreasonable responsibility or liability
by an indemnitee wilhout the prior vvrittert consent of the affected iridennnitee, which shall not be
unreasonably withheld or, delayed: and (iii) Rie indemnified party providing reasonable cooperation
and assistance, at the indemnifying party's expense, in the defense andinr settlement of such claim
and not taking any action that prejudices the indemnifying party's delon-sw Of, or response to, sur',h
claim.
17. Third Party Components within Our Services
Our Services includes third' party, codes and libra6es that are subject to third party open source license
terms ("Open Source Code" and "Open Source Terms", respective4y), Sonle of such Open Source
forms determine that to the extent applicable to the respective Open Sourr.,,.e Code licensed
thereurder, such terms prevail over any conflicting license terms, including these Ten-ris. We use our
best endeavors to identify such Open Source Code, within our Services, hence we encourage
Customer to familiarize itself with such Open Source Terms. Note that we use best efforts to use only
Open SoLace Codes that do not impose any obligation or affect the Customer Data or related
intelle0Aal proparty (beyond what is stated in the open Source Terms and herein), on an ordinary use
of our Services that does not involve any modification, distraxAion or independent use of such Open
Source Code, Noh0thstanding anything to the contrary, vie make no warranty or indemnity hereunder
with respect to any Open Source Codes, The following copyright statements and licenses apply to
discrete Servicem components that are distributed with various versions of the monday coma
products: Openagm a U st.
18. Export Controls; Sanctions.
The Services may be sublec( to Israeli, U,S, or foreign export controls, Laws and regulations ("Export
Controls"),, and you acknowledge and confirn, that: (i ) you are not located or use, export, re-export or
irrilmd the Services (or any porfirin thereof) m or to, any person, entity, OrgaoiZZ100n, jurisdiction or
otherwise, in violation of the Export Ccnlrd%i (4) you are not, (a) organized under the laws of,
Operating frOn'r, or otheinNise ordinarily resident in a mountry or territory that is Me target or
compreherisrve US, or Israeli econornic or trade sanctions (Gurreritty, Cuba, Lebanon, train, Syria,
North Korea, or 11he Crii-nea region of Ukraine), (b) identified oil a list of prohibited or restricted
persons, such as the U, S. Treasury Depw linent's List of Specially Designated Nationals and Blocked
Persons, or (c) otherNise the target of US, sanoion% and Customer rs ,olely responsible for
complying wirh appIrcable Export Controls and sanctions which may impose additional res�Aclions,
prohibitions or requirements on the use, export, re-export or import of the Services andlor, the
Custorner Dala„ and (6r) Customer Data is not controlled under the US. linternatwinalTraffic in Arms
Regulations or similar, Laws in other- juristfincins, or othemise 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 Services, technical adjustments, typos or error fixing, for legal or regulatory reasons
or for any other reasons as we deern necessary, at our wade i.fiscrelion. When we r-nake material
changes to these Twins, we'll provide Customer with noticu as appropriate Under the circumstances,
e.g,, by displaying as prominent notice within the Services or by sending CUStOrPef an email. Your
continued use of the Services after the changes have been implemented will consipiute your
acceptance of the changes.
20. Government Use,
V Customer is part of a U.S. Government agency, department or othermse, either federal,, state or
local ("Government Customer"),, their Government Custorner hereby agrees that the Services under
these Terms qualifies as "Cornmercral Computer Software:" and "Comnier-cial Computer Software
Documentation", within the meaning of Federal Acquisition Pegutabon ("FAR') 2.10 1 FAR 11212,
Defense Federal Acquisition Regulation Supplement ("DFARS') 227,7201, and DFARS 252,227-70 14
Goverrinientl Customerfurther agrees that the terins of this Section 20 shall apply to Customer.
Government Customer's lechnical data and software rights related to the Ser/tcos include only those
rights customarily provided to the, public as specfiend in these Terms in aocrvdarrca wilh FAR 12,212,
FAR 27 A05-3, FAR 52,227-19, DFARS 227 7202-1 and General Services Aa4ijisition Regulation
("GSAR") 552,212-4(w) (as applicable). In no event shall source code be provided or considereAl to be
'able under these Terms, We 9
a deliverable or a software delive� 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 grantinq 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 apfali(,.ablre to a Government CuSlor-ner, shall be limited solely to the
extent permitted under such applicable Law.
21 Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitration.
!Jictaoqj, These Terms and any aclion related thereto wilt be governed arid
mterpreted by and under the laws of the State of Israel without giving effect to any conflicts of laws
prin6ples that require the application of the law of a different judsdic6on, Courts of competent
)urischcriofi located in Tel Aviv -Jaffa, Israel, shall have flee sale and exclusive jurisdiction and venue
over all controversies and ClOirrs an -prig out of, or relating to, these Terms You and us mutually agme
that the Unified Nations Convention on Contracts for the Internaborial Sate of G000s does not apply to
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these Terms. Notwithstanding the foregoing, monday.com reserves the right to seek injunctive relief in
any court in any jurisdiction.
21.2. WHERE PERMITTED UNDER APPOCABLE LAW, YOU AND monday,com
AGREE THATEACH PARTY MAY BRING CLAIMS AGAINST 111E OTHER PARTY ONLY IN YOUR
OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
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. A qjtl,t ( " , ,ratip Xi. To the extent permitted under applicable Law, you and monday.com hereby
irrevocably agree to the following provisions:
21 3,1, D! gute Q —
jqspNkgi n ays;t-Afbitrattw, Any dispute, claim, or conlroversy between you and us
arising in connection with, or relating in any way to, these Tcrms (whather based in conlract, MO.,
statute, fraud, rnisrepresenlafion, or any olher legal theory, arid'whether the claims arise during or
after the iermination or expiration of these Terms) will be determined solely lay mandatory binding
arbitration, In arbitration there is no Judge Or jury and court review of an ai bitraflon award is limited.
However, an arbitrator can award on an individual basis the same damages and relief as a court
(includii)g injunctive and declaratory relief or statutory damages) and must follow the terms of these
Terms as a court would.
21,32 A xr Notwiltistanding clause 21.3-1 above, you and nionday.corn both agree that nothing
herein will be deerned! to waive, preclude, or othowise limit eilherof our rights, at any tonne, to seek
injunctive relief in a court of law. In addition to the above, n0withstanding clause 21 3,1 above,
rrionday.com, may rile a suit in a clourt of law against you to address inteRectual property infnngenrient
claims.
21 3, 3, Adbill —ra -bitrahori proceedings, Any arbitration
_Ijigs, Either you or we may start at
between you and us voill be finally settled tinder the Rules of Arbitration of the International Chamber
Of Commerce ("ICC"') then in force ("ICC Rules") by one arbitrator appointed in accordance with the
ICC Rules, The arbitration will take place in Tot Aviv -Jaffa, and shall be conducted in the English
language and unless othervAse required by a rrizindatory law of any lurisdiction, the law to be applied
in any arbitration shall be Jie law of the State of Israel, without regard to choice or corifficus of law
principles. The arbitration proceedings shall be conducted an an expedited basis and shall result in wi,
award within no rnore ffiarl 60 days, The arbitration :Shall be conducted on a confidential basis. The
award oi` the Arbitrator shall be final and binding on time parties, The arbitration award shall be
enforceable in any, court of competent jurisdiction Any motion to enforce or vacate an arbitralion
award under thus agreement shall be kept confidential to the maxinium extent possible.
21 14 pcca f Stataatw of Liviii Any arbitration must be commenced by filing a demand for
a(biiralton willim 2 years after the dale the party asserting the claim first knows or reasonably should
know of the act, emission, or default giving, rise to the clairn� and there shall be no right to any remedy
for any claiin not assertedwithin that time period, If applicable law prohibits such firnilation period for
asserting claims, any claim musl be asserted within the shortesi 6me period permitted by applicable
Law.
21,15, ggs,5,, A party who intends to seek arbi1nation must first send a written notice of the
dispute to the other, by certified inad or Federal Express (signature required), or in the event that we
do not, have a physical address on file for you, by electronic mod ("Dispute Notice"), The Dispute
Notice must (I) describe the nature and basis of the cfairn or dispute„ and (ii) set fbVth 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 of lei the Dispute Notice is received, you or us may ournm ence an
arbitration proceeding. During the arbitration, the arnount of any settlement offer made by you or us
shall not be disclosed to the arbitrator until after file arb4rator makes a firial decision and award, if any.
Without derogating from the generality of the confidentialIty, protection under clause 21.3.3 above, all
documents and 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 personswitio have as need W know for, such purposes or as required by applicable
Law, Exfepr 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 arbitrafion,
including, but not firrited, to, the fact that the par0es are in dispute, (tie existence of (tie arbitration, or
any decision or award of the arbitrator.
22. General Provisions.
22, 1, Any heading, caption or section title contained herein, andror anyexplanation or
summaty columns, rs provided only for convenience, and in no way alters and/or amend Ihe
provisions wilhin lheTairns nor shall It legally bind us in any way. These Terms are written in English,
and translated into otherlainguages for your convenience. If a Vanslated (non-Engfish) verstoinaf
these 7�gms conflicts in any way with their English version the provisions of the English version shall
prevail.
22 ", Esmp,Q-NWjukino, Neither we nor you will be liable by reason of any failure or delay in the
iperforrnance of its obfiga0ons on account of events beyond the reasonable control ref a party, which
may include denial -of -service attacks, witerruption or failure of the internet or any uttlity service,
failures in third -party hosdrig services , strikes, shortages, nols, fires, ads of God, war, terrorisn"i, and
governmental action.
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Terms of Service Agreement No. 7109B
The parties are independent
contractors, These Terms and [he Services 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.
22A, NQ@f_P We shM use your contact details that we have in aui recordsi, in connection with
providing you notices, subject to this Section 22.4. Our Contact details ior any notices are detaderd
below, You, acknowledge nottices. that we provi(je you, in connechon with these Terms andlor as
otherwise related, to the Services, shall be provided as follows: via (lie Services, including by posting
on our Sites or posting in your IICCOUIII, text, in-app notification, e-marl, phorre or first class, airrnall, or
overnight courier, You further acknowledge that an electronic rio4ricaIpon sattsfies any applicabk' legal
nofification retqulrerr a.rats, including that, such notification will be in writing, Any nofice to you will he
deemed given upopi thp earlier cf(u) rineipt; or (il) 24 hours of delivery, Nol ices lo us shall be
provided to rriondaycom Ltdr, atin General Counsel, at Iegal@niondayconn, or sent to 6 Yitzhak
Sadeh St., Tel -Aviv 6777506, Israel.
2Z5. A-saignowilt, These, Terms,, and any and all rights and a)bfigafions herouirider, r'nay not he
transferred or assigned by you without our written approval, provided that you may assqn these
Terms to your successor enfitV or person, resulfing frorn a merger, acquisilion, or sale of all or
substantially all of your assets or voting fights, except for an assignment to a cornpetitor of
nionday,corn, and proOded that you provide us wrth prornpt wrilten notice of such aMignr'nwlt arid the
respective assignee agrees, in Writingto assume all of your obligMions tinder these Terms. VVe may
assign our rights and/or obligations hereunder and/or transfer ownership rights and title in Ow
Services In a third party, Without your Consent or prior notice to you. Subject to the foregoing
conditions, these Terms shall bind ind enure to the benefil of 0-re their respective successors.
and permitted: assigins. Any assignment not aulhonzed Linder this S "�lron 225, shall be null and void,
22 & These Terms shall be enforced to (fie fullest extent permi"ed under applicable Law,
If any p r ovision or these Ternis is held by a court of competent juosdiclion to be contrary IQ iaw, the
provision will be modified by tfie court and interpreted so as best to accomplish the, objecOves of the
original provisirin to Me firAest extent permitted by law, and the remaining provisions of these Terms
will remain in effect.
22.7. No,Ppk � , vjjf:, No faiture or delay by either party m exercising any right under these Terms vVill
constitute a waiver of that right, No waiver under these TennswrIl be effective unless made ire writing
and signed by art authorised represonlative of the party being deemed to have granted the waiver.
22.8. No Reliance. You acknowledge and agree that you do not rely on, and shall have no remedy in
respect of, any statement, warranty and/or representation made (including whether innocently or
negligently) by us or any other person on our behalf except as expressly set out in these Terms or an
Order Form.
22.9. M-0 1-1, e A P P may apply to
you or to sorrie of the Services, and are incorporated herein by reference and form an integral part
hereof.
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