CONTRACT 7385 Vender AgreementAgreement No. 7385
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 start date: 09/27/2025
Contract end date: 09/26/2028
Billing frequency: Yearly
Currency: USD
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Valid through: 09/30/2025
Proposed by: Rebecca Kang
Email: rebeccak@monday.com
Quote number: Q-88024
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. 7385
Recurring Products
Product Tier Start Date End Date Quantity List Price Discount Net Price
®® monday work management Enterprise Sep 27, Sep 26, 125 Seats USD 52.00 3.00 % USD 226,980.00
2025 2028
Customer Success Manager
Payment Schedule
Invoice
Payment Number
Amount
10 Hours USD 0.00 0.00% USD 0.00
1 I USD 75,660.00
2 2 USD 75,660.00
3 3 USD 75,660.00
Legal & Finance
Total List Price USD 234,000.00
Discount % 3.00%
Total Price LISD 226,980.00
Payment Date (from invoice issuance date)
Net + 30 (est. 2025-10-27)
Net + 30 (est. 2026-10-27)
Net + 30 (est. 2027-10-27)
Payment terms: Net 30. Unless otherwise set forth in this Sales Order, all fees hereunder shall be billed upon
execution of this Sales Order.
Split Invoices. Fees under this Sales Order (or under any subsequent Sales Order during the subscription period)
related to items which are designated as Recurring in the Recurring Products table herein and for which
Customer has purchased more than an annual subscription shall be invoiced annually (or pro-rata portion of
the annual fees if an invoice is for a period of less than 12 months) in accordance with the following schedule;
provided that each invoice is for an amount equal to or greater than $5K USD (or an equivalent amount)
and/or for a period equal to or greater than three (3) months ("Split Invoice Threshold"). In event that an
invoice for the respective annual period would be lower than the Split Invoice Threshold, then such amount
shall be added to the immediately preceding prior annual invoice which satisfies the Split Invoice Threshold. All
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Agreement No. 7385
monc-laycom
other fees under this Sales Order (if any) will be invoiced with the first annual invoice unless otherwise set forth
in 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.
*1f y_ .r'.e K.e firor tea. i'n s ..ta eas Yp. .e c !.�d taX exemi tions tiii te.
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 hereunder ("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 hereunder ("Customer") and
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").
Governing Law one urisdiction: Notwithstanding anything to the contrary in the Agreement, the Governing
Law shall be of the State of New York, USA, and the jurisdiction shall be the courts of New York, New York, USA.
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/1/legal/monday-com-additional-services-terms/ ("Additional
Services" and "Additional Services Terms" respectively) shall be governed by such Additional Services Terms,
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Agreement No. 7385
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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.
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Full Name: Darrell George
Title City Manager
....
Date of Signature September t1 2025
Signature:
Full Name: Susan Truax
..... ....._._
Title City Clerk
Date of Signature:
Se tp ember i 1 , 2w025
Signature:
Full Name: David King
Title: Assistant City Attorne
Date of Signature September IA, 2025
Signature. I
Full Name: Mary Sharon Brennan
Title: Risk Mana eg r .,__.............m
Date of Signature: September 2025
Signature: t'._..._
Agreement No. 7385
monday.com Terms of Service
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
("Terms") constitute a legally binding agreement as of the Effective Date (as defined below),
governing your access, use, registration and receipt of: (i)vu . p�yu!,.+:.purr and any related
website owned or operated by monday.com ("Sites"); (ii) monday.com Services (as defined
below) through the Sites, cloud, a mobile application or through any other means; and/or (iii)
monday.com Additional Services (as defined below) and any ancillary services or products
provided in connection with the Services. 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. (111 East 18th Street,
13th Floor, New York, NY 10003 USA) and third party service providers to process and/or collect
payment from you. In case you represent your employer or any other 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; OR (11) IF YOU ARE AN ADMIN (AS DEFINED BELOW).
AS ELABORATED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS IN THE
SERVICES, 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 EITHER:
(1) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE
TERMS; OR (11) REGISTERING TO, USING OR ACCESSING THE SERVICES, ADDITIONAL
SERVICES, SITES OR MONDAY.COM MOBILE APPLICATION, WHICHEVER 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
HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE),
PLEASE DO NOT ACCEPT THESE TERMS, OR ACCESS OR USE THE SERVICES OR THE
SITES OR MONDAY.COM MOBILE APPLICATION.
Agreement No. 7385
1. Our Services.
1.1. Our Services. The monday.com cloud based services includes our platforms, products,
applications, application programming interface ("API"), tools, and any ancillary or
supplementary monday.com products and services (including Upgrades (as defined below)),
offered online and via a mobile application ("Services").
1.2. Modification or Discontinuation tion of. Services. We may add, modify or discontinue any
feature, functionality or any other tool within any Services 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 Services, then we will notify you by posting an announcement on the Sites, via the Services
and/or by sending you an email.
1.3. No contingency on Future releases and,,. Improvements. You hereby acknowledge that
your purchase of the Services and/or Third Party Services (as defined below) hereunder are not
contingent on the delivery by us of any future release of any functionality, feature or service,
including without limitation: (i) the continuance of certain Services or Additional Services (as
defined below) beyond the current Subscription Term; (ii) the availability of Third Party Services,
or (iii) dependency on any public comments we make, orally or in writing, regarding any future
functionality, feature or service.
1.4. Ability to Accept. .... Terms. If you access and use the Sites and/or the Services, you
represent and warrant that you are at least sixteen (16) 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.
1.5. Technical Su ort and Co!nMitted Uptir e. To the extent you purchased an eligible
enterprise tier subscription, you will be entitled, in relation to the Services, to priority support and
an uptime commitment by monday.com, in accordance with the ServiceLAAgLern rlt, as
may be updated from time to time.
1.6. Specific 'Services Terms. Some Services may be subject to additional terms specific to
such Services, feature or functionality therein as identified in the relevant Services when enabling
such Services and/or as designated and available on the Speoific a ryices Terms ("Specific
Services Terms"). By accessing, enabling, using and/or purchasing any such Services subject
to Specific Services Terms, such as the Work anvas B t Terms and Conditions, monday Al
Beta r Terms anLl �r itw I: , 6 ].EAA gsiness s wr t . re rngnt or such other Services, you
agree and acknowledge that such terms are binding and governing your use of such Services.
Agreement No. 7385
1.7. Additional Services. You may purchase and/or receive additional services subject to and
as set forth in the Addw iqu G Se!L —,-- rrq-s ("Additional Services"), as may be updated from
time to time.
2. Account Registration and Administration.
2.1. AkCOQ t —Re gi trati an. To register to the Services for the first time, you shall create an
account for the Services ("Account"). By creating an Account and registering to use the Services
you become, either individually or on behalf of your employer or any entity, on behalf of whom
you created the Account, a monday.com customer ("Customer"). The first user of the Account
is automatically assigned as an Account administrator ("Admin"). See Section 2.4 for additional
details on Admins.
2.2. Your Re istration Information. When creating an Account or when you are added into an
Account and creating your user profile ("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 Account, 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 Services; 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. You 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 Verifi'c ti n. 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 an Admin lose access to an Account or
otherwise request information about an Account, we reserve the right to request from you or
from an Admin (as the case may be) any verification and/or information, including in the form of
a release, as we deem necessary in our sole discretion, before restoring or providing 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 Admin may assign or add other members of
the Account as Admins, which possess important privileges and controls over the use of the
Services and the Account, including, without limitation: (i) control your (and other Users) use of
the Account; (ii) purchase, upgrade or downgrade Services; (ii) create, monitor or modify Users'
Agreement No. 7385
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); (iv) assign certain privileges to such
other Users (as defined below); and (v) 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 this 86cje Jn our111el ) CentQr.
2.5. Account Users. There are several types of Account users, such as guests, viewers,
members and other types of users, all of whom are designated within the Services and referred
to herein, collectively with the Admin(s) as "Users". The features, functionalities and privileges
available to the Users are determined by the respective user role, Services, offering and
Subscription Plan governing such Account. For more information on the rights, permissions and
definition of various types of Users, visit this Articlee nn �a,r° ail enter; and you shall be
responsible for ensuring that Users are assigned the appropriate user type. If you assign Users
not in accordance with the appropriate user type (for instance, assigning Users who are internal
to your organization, your affiliates, subsidiaries and/or any other related entities as a guest user,
such as having guests with such organization's email domain) then monday.com shall 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. QustQme,r Responsible for ,,.Users. Customer is solely liable and responsible for
understanding the settings, privileges and controls for the Services 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 or add 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 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 data, or any other content, that is uploaded or submitted, 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 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 Services. Subject to these
Agreement No. 7385
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 Services 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
Services; (ii) to prevent or address technical, 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 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. Reiap3sibilit or Gusto Data C m lam. 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 Services; (ii) the Customer Data is in compliance with, and subject to,
our Acc,,e Lary,; 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 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 ("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 for not doing such.
3.3. No Sensitive Data. You shall not submit to the Services 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 (a) the applicable Services and the respective
Subscription Plan is made commercially generally available by monday.com for use with HIPAA
data; and (b) Customer and monday.com separately enter into a HP/AAHP/AA BusrU es tkssbat
kggg: a ent; 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 Sula ions. The Sites may have certain features that allow you to submit
comments, information, and other materials publicly (collectively, "Public User Submissions")
Agreement No. 7385
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, transmit, host, and display that Public User Submissions for any
purpose, business, including without limitation, for publicizing and promoting monday.com, the
Services 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. ResponsibilityResponsJUility for Eut l.i User S Ntards ions. 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 Services; (ii) we do not control, and are not responsible for, other
content and/or submissions, posted on our Sites and/or Services by others; (iii) by using the
Services 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 c el, tgLt ie-, I V ��
5. Intellectual Property Rights; License.
5.1. our Intellectual) Prc ty. The Services and Sites, inclusive of materials, such as software,
API, apps framework, design, design system, text, editorial materials, informational text,
documentation, 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 know-how, technology or intellectual property, 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.
5.2. C stomer R er rj!c . 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
as a User of the Services, on monday.com's Sites, marketing materials or otherwise by public
announcements, including, but not limited to, earning statements and calls, shareholder
materials and similar announcements. Customer may revoke such right, at any time, by
contacting .q, pgEt, ,,A?y
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 AcegP it'd!-''u,
we grant you a limited, worldwide, non-exclusive, non -transferable right to access and use the
Agreement No. 7385
Services and Sites, during the applicable Subscription Term, solely for Customer's internal
business purposes.
5.4. Use Restrictions. . Except as expressly permitted in these Terms, you may not, and shall
not allow a 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 Services or the Sites to any third party, including, but not limited to your affiliates, or use the
Services in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with
security -related features of the Sites or Services or features that prevent or restrict use or
copying of any content or that enforce limitations on use of the Services or Sites; (iii) reverse
engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the
Services or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter,
change or create any derivative works of the Services 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 Services (vi) interfere or attempt to interfere with the integrity or proper working of
the Services or Sites, or any related activities; (vii) remove, deface, obscure, or alter
monday.com's or any third party's identification, attribution or copyright notices, trademarks, or
other proprietary rights affixed to or provided as part of the Services or Sites, or use or display
logos of the Services or Sites without monday.com's prior written approval; (viii) use the Services
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 Users) to do any of the
foregoing.
5.5. Feedback As a User of the Services and/or Sites, you may provide suggestions,
comments, feature requests or other feedback to any of monday.com Materials, the Services,
the API 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 API that provides additional ways to access and use the
Services. Such API is considered a part of the Services, 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 Services and other products, services or systems you and/or Customer use internally. When
using the API you should follow our relevant DeveCDper T r ni . We reserve the right at any time
Agreement No. 7385
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 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
designed to assist in protecting your Customer Data. You can learn more on our security
measures and procedures on our S O,urilt III'age, as updated from time to time.
6.2. Privacy Policy. As a part of accessing or using the Services and the Sites, we may collect,
access, use and share certain Personal Data (as defined in the II IiJv°gcy PoH(,,° ) from, and/or about
you. Please read our Il)u dvac Il !o i , which is incorporated herein by reference, for a description
of such data collection and use practices.
6.3. D Promising Addendum. By using the Services, Customer also accepts our Data
Proc.essin.g AftLendunj("DPA"), which governs the Processing of Personal Data (as both terms
are defined in the DPA) on Customer's behalf.
6.4. Anon emous Information. Notwithstanding any other provision of these Terms, we may
collect, use and publish Anonymous Information (defined below) relating to, or generated by your
use of the Services and/or Sites, and disclose it for the purpose of providing, operating,
improving and publicizing our products and services, including the Sites and Services, and for
other business purposes. "Anonymous Information" means information which does not enable
identification of an individual, such as de -identified, aggregated and/or analytics information.
monday.com owns all Anonymous Information collected or obtained by monday.com.
7. Third Party Services; Links.
7.1. Third Prty.Sr.vie. The Services enables you to engage and procure certain third party
services, products, apps and tools in connection with the Services, 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 Services (collectively, "Third Party Services").
7.2. ,Ind p ndent 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
Agreement No. 7385
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 the Third Party Services
("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 Services with the Third Party Agreement.
7.3. )nte ration with -a Third Prty Service ar c yQur Customer Data. Through the Services you
may enable integrations with your Account, including, boards or Services 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 Services, including without
limitation, the Customer Data, the scope 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 Services, 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 Services or for such Third
Party Services privacy and security actions, inactions or general practices. By integrating and/or
using the Third Party Services, you acknowledge and agree that: (i) you are solely responsible
for your compliance with applicable privacy restrictions, laws and regulations, including your use
of the Third Party Services and other data activities you may conduct or may permit third parties,
including the Third Party Services, to conduct; (ii) 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 Services. 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 Services.
7.4. Use Conditions and Limitations. 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 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 Services or the Third Party Services or otherwise notified
to you or to any other relevant User of the Account.
7.5. morday.com Marketplace. monday.com may make available Third Party Services
through the monday.com Marketplace or Services. Your use of the monday.com Marketplace is
subject to the monday.com CvhL rr is of Servuce.
7.6. Payment for Third Party Services,. Third Party Services may be offered free of charge or
for a certain fee, either charged directly by the Third Party Services or by monday.com. Wherever
Third Party Services require payment, it shall be indicated to you, unless such fee is included
within the Fees for the Services. Wherever monday.com charges Customer on behalf of the Third
Agreement No. 7385
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
Services, thus all payment related issues, including the payment of fees, renewal and refund
policy, are governed by the Third Party Agreement. Wherever monday.com charges Customer,
on behalf of itself and not on behalf of the Third Party Services, the payment terms, including the
payment of fees, renewal and refund policy, are governed by Sections 8 and 9 herein.
7.7. Change of Fees. 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. Discontinu tign of Thir Eady Services. Each monday.com and the Third Party Services
reserves the right to discontinue the use or suspend the availability of any Third Party Services,
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 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: (i) are solely responsible and liable for your use of and linking to third
party 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. Limit twons of Liability. MONDAY.COM BEARS NO RESPONSIBILITY AND/OR LIABILITY
FOR ANY LINKS 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 ANY ACTS 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.
8. Subscription, Fees, Upgrades and Renewals.
8.1. Qrder 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 and
Agreement No. 7385
placed either online, in -product, offline or in any other form designated by us ("Order Form").
Such Order Form will list, at a minimum, the Services ordered, the associated fees, the
subscription plan and term, as applicable. If Customer provides monday.com a purchase order
related to an Order Form, such is deemed to incorporate these Terms and if such contains terms
in regards to the Services then such shall have no force or effect.
8.2. 5 t.scripfion. Unless stated otherwise in an Order Form, the Services are provided on a
subscription basis for the subscription term specified in the Order Form, in accordance with the
respective subscription plan, as applicable, purchased under such Order Form "Subscription
Term" and "Subscription Plan", 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 our affiliates, to charge such Fees via
Customer's selected payment method, upon due date or shall otherwise remit payment to
monday.com upon the due date. Unless expressly set forth herein, the Fees are non -cancelable
and non-refundable. We reserve the right to change the 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 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 Services hereunder
("Taxes"). If Customer is located in a jurisdiction which requires Customer to deduct or withhold
Taxes or other amounts from any amounts due to us, Customer should notify us, in writing,
promptly and we shall join efforts to avoid and/or reduce 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 Fees payable by Customer.
8.5. was. Customer may upgrade and/or enhance its Services by either: (i) adding
Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding additional services,
products, Add-Ons, features or functionalities; and/or (iv) upgrading to a longer Subscription
Term (collectively, "Upgrades"). Some Upgrades or other changes may be considered as a new
purchase, hence will restart the Subscription Term for all or some of the Services and some will
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,
or (b) whenever the Subscription Term is being restarted, then the Fees already paid by Customer
Agreement No. 7385
will be reduced from the new upgraded Fees, and the difference shall be due and payable by
Customer upon the date on which the Upgrade was made. "Add-Ons" means additional
enhancements and/or additional functionalities for the applicable Services for the respective
Subscription Plan purchased by Customer that are made available for purchase, which may be
subject to additional Fees.
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
Help Center. Any changes to the number of Users within a certain Account, will restart 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. _s U!sag . 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 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,
etc.), to offer the Services in different pricing and/or impose additional fees or other restrictions
as for the upload, storage, download and/or use of the Services, 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.
8.8. Billing. As part of registering, or submitting billing information, to the Services, 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. Accordingly, unless Customer cancels its Subscription prior to its expiration, which
in the case of an annual Subscription, such cancellation notice shall be no less than 30 days
Agreement No. 7385
prior to its expiration (unless otherwise permitted by monday.com), the Subscription to the
underlying Services will automatically renew upon the end of the then applicable Subscription
Term, for a renewal period equal in time to the original Subscription Term 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 Fees upon or immediately prior to the expiration
of the then applicable Subscription Term. If Customer wishes to avoid such auto -renewal,
Customer shall cancel its Subscription, prior to its expiration, at any time through the Account
settings or by contacting our Customer 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 the Subscription to the Services, monday.com will renew
such Subscription to the Services, at the full applicable Fee at the time of renewal.
8.11. Credits. Any credits that may accrue to Customer's Account for the respective Services,
for any reason ("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 Trial Services (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 respective Services only and not for any Third Party Services or other payment of whatsoever
kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the
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. ftment _ hro oh Partner. If Customer purchased Services from a monday.com
authorized reseller, distributor or engages with an intermediary to fulfill its payment obligations
hereunder to us which is approved by us ("Partner"), then to the extent there is any conflict
between these Terms and the agreement entered between Customer and the respective Partner,
including any purchase order ("Partner' 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 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 of such rights solely with the Partner and not monday.com. For clarity, Customer's
and its Users' access to the Services is subject to our receipt from Partner of the payment of the
Agreement No. 7385
applicable Fees paid by Customer to Partner. Customer hereby acknowledges that at any time,
at our discretion, the billing of the Fees may be assigned to us, such that Customer shall pay us
directly the respective Fees.
9. Refund Policy; Chargeback.
9.1. Refun Poli .. If Customer is not satisfied with its first purchase of the Services and
solely with respect thereto ("Initial Purchase"), then Customer may terminate such Initial
Purchase of the Services by providing us a written notice, within 30 days of such Initial Purchase
("Refund 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 additional or subsequent
purchases, upgrades, modification 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 fees that Customer was charged by third
parties, such as wire transfer fees. After the Refund Period, the 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 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 Services and Customer will promptly remit to monday.com
any fees due to monday.com under these Terms.
9.2. Non-Refunda;N,le Service . 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. Chance ,k. If, at any time, we record a decline, chargeback or other rejection of a
charge of any due 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 terminated at monday.com's discretion. Customer may not have any
further access to the Services in the event of such suspension, disablement or termination,
unless monday.com otherwise enables Customer to resume its access to the Services, at its
sole discretion, subject 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 by the payment processor),
without derogating from any other remedy that may be applicable to us under these Terms or
applicable law.
Agreement No. 7385
10. Trial Services; Pre -Released Services..
10.1. Trial Services r e__Ver ions. We may offer, from time to time, part or all of our
Services on a free, no -obligation trial and/or in connection with a free Subscription Plan to the
Services for a limited duration and with limited functionality ("Trial Services"). The term of the
Trial Services shall be as communicated to you within the Services, in an Order Form or
separately in writing by monday.com, 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 the Trial Services at
any time, with or without notice, and without liability or explanation to you. In respect of the Trial
Services, upon termination, 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 or
parts thereof as Alpha or Beta versions ("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. over ing Terms of Trial Services and Pre -Released Services. The Trial Services and
Pre -Released Services are governed by these Terms, including relevant Specific Services Terms,
provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect
of Trial Services and Pre -Released Services (i) such services are licensed hereunder on an "As -
Is", "With All Faults" "As Available" basis, with no representations and/or 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 SERVICES AND THE THIRD
PARTY SERVICES), EXCEED US $100. We make no promises that any Trial Services and/or Pre -
Released Services will 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.
11.2. Termination for Cause. Either Customer or us may terminate the respective Services and
these Terms, as applicable, upon written notice, in case that the other party (a) 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-
Agreement No. 7385
breaching party; provided, however, that termination by Customer shall apply only with respect
to those components of the Services with respect to which the breach has occurred; or (b)
ceases its business operations or becomes subject to insolvency proceedings and the
proceedings are not dismissed within 45 days.
11.3. jerminafion..12y Customer. Customer may terminate its Subscription to the Services by
canceling the Services and/or deleting the Account, whereby such termination shall not derogate
from Customer's obligation to pay applicable 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 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 Fees.
11.4. Effect of Termination of Services. 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 may still be able
to make a limited use of the Services in order to export the Customer Data ( "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
Fees.
11.5. Survival. Section 2.6 (Customer Responsibility for Users), 3 (Customer Data), 6 (Privacy and
Security), 7 (Third Party Services; Links), 8 (Subscription, Fees, Upgrades and Renewal) 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), and such other sections of these Terms which by their nature are
intended to survive, 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
Agreement No. 7385
Services, in the following events: (i) we believe, at our sole discretion, that you or any third party,
are using the Services 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 Services 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 c c a "Il!-AzflN a „➢s
V IolH y. The 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 Services (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
to or after the Effective Date ("Confidential Information"). For the avoidance of doubt, (i)
Customer Data is regarded as Customer's Confidential Information, and (ii) our Site, Services,
Trial Services 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 Services, 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. CDnf,i;dentiallty Und rta in .s b ! the Rgc `v"n. g,.. d . 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 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.
Agreement No. 7385
12.3. Celled 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.
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, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS
AND/OR WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, 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 SITES 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 AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE
BEYOND OUR CONTROL.
13.3. WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS
AND/OR WARRANTIES (1) 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 YOU; AND/OR (11) REGARDING ANY
CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE
SERVICES AND/OR THE SITES.
Agreement No. 7385
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; (II) 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 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
CCI:1P AIi:::ill....J LJS1::1: �=01.....1CY BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE
1-111111-
USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE
LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS
(INCLUDING, ITS THIRD PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN
CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE 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. Specific Laws. Except as expressly stated in these Terms, we make no representations
or warranties 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 and/or specific
applicable Laws, as applicable to your use of the Services.
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. 7385
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. Icy 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 Services infringes or constitutes misappropriation
of any third party's copyright, trademark or registered US patent ("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 Services (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; (ii) if the Services 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 monday.com believes that the Services, 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 Services; (b) replace or modify the allegedly infringing
part of the Services 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 Services (or part
thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Fees
paid for the unused portion of the Subscription Term. THIS SECTION 16.2 STATES MONDAYMM'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.
16.3. Indemnity Conditions. The defense and indemnification obligations of the indemnifying
party under this Section 16 are subject to: (i) the indemnified party promptly providing 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
Agreement No. 7385
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 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.
17. Third Party Components within Our Services
Our Services includes third party codes and libraries that are subject to third party open source
license terms ("Open Source Code" and "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 Services,
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 do 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 Services 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 Services components that are
distributed with various versions of the monday.com products Open Sou. ii ce II ist,
18. Export Controls; Sanctions.
The Services may be subject to Israeli, U.S. or foreign export controls, Laws and regulations
("Export Controls"), and you acknowledge and confirm that: (i) you are not located or use,
export, re-export or import the Services (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. or Israeli economic or trade sanctions (currently,
Cuba, Lebanon, 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; and
Customer is solely responsible for complying with applicable Export Controls and sanctions
which may impose additional restrictions, prohibitions or requirements on the use, export, re-
Agreement No. 7385
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 Services, 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 Services or by sending
Customer an email. Your continued use of the Services 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 ("Government Customer"), then Government Customer hereby agrees that the Services
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
Services 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 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.
Agreement No. 7385
21. Governing Law and Jurisdiction; Class Action Waiver and Mandatory
Arbitration.
21.1. Gavernina haw° Jurisdi ti 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 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 or 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 (ACC") then in force ("ICC Rules") by one arbitrator
appointed in accordance with the ICC Rules. The arbitration will take place in Tel Aviv -Jaffa, and
Agreement No. 7385
shall be conducted in the 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 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 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. Interpretations,. Any heading, caption or section title contained herein, and/or any
explanation or summary columns, is provided only for convenience, and in no way alters and/or
amend the provisions within the Terms nor shall it legally bind us in any way. These Terms are
Agreement No. 7385
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 Maleure. Neither we 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 parry,
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. Relati-onship of the Partie'vnt; No Third Pa Sergi fic(ario . The parties are independent
contractors. These Terms and the 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.
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 Services, shall be provided as follows: via the Services, 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
legaMfnn nd y,,coirun, or sent to 6 Yitzhak Sadeh St., Tel -Aviv 6777506, Israel.
22.5. Assignment. These Terms, and anIy 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 Services to a third party without your consent or prior notice to you. Subject to
the foregoing conditions, these Terms shall bind and enure 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 provision will be modified by the court and interpreted so as best to
Agreement No. 7385
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.
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. Mobile
ile Ape Additional Ruie fipple �istribuLIQn, Rea(LW e rerI s n :...0 cJ9 —BUIe; , may
apply to you or to some of the Services, and are incorporated herein by reference and form an
integral part hereof.
Last Updated: December 20, 2023
Agreement No. 7385
monday.com Service Level Agreement for Enterprise Plan
1. General.
This Service Level Agreement ("SLA") describes the uptime commitment as well as some
other priority support features offered to monday.com's Enterprise Plan customers, who are
current on their payment obligations.
All capitalized terms not otherwise defined in Section 9 to this SLA are as set forth in
monday.com's icinn n �,�N Serve ce or such other agreement governing the use of
monday.com's Services, as applicable ("Agreement").
2. Access to Customer Success Services.
The Enterprise Plan includes access to customer success services to assist with the
Services deployment, adoption and utilization, consulting, as well as, sharing advice and
guidance related to optimizing Customer's use of the Services.
3. Support Channels.
The following describes monday.com's available support channels:.
3.1. Email Support. A Get Help icon (i.e. Help Center) within the Services allows the users
to contact monday.com support team, 24 hours per day, 7 days a week, 365 days a
year via email. Alternatively, monday.com support team can be contacted through the
contact form available at monday.com website or via the support email
to gpport�lmonday.com. Please make sure to contact us via your email registered with
your Enterprise Account.
3.2.Self-service Saport. To assist you in your use of the Services you have access to
training materials, tutorials, guides and articles on anything you need to know about the
Services which are available on the monday.com website or through the Help Center.
3.3.daitional :uFrt haunl monday.com may from time to time offer additional
support channels at such times and channels as determined by monday.com in its sole
discretion, which may include chatbot, live chat and/or call back support.
4. Error Response Time.
4.1. Errors should be reported by Customer to monday.com through any of the support
channels listed above. monday.com shall define the severity classification of the
reported Error and shall respond to the Error according to the respective Response
Time as follows:
Agreement No. 7385
Severity Description
Critical Services Unavailability.
High Major functionality in the Core
Services is impacted, or the Core
Services performance is significantly
degraded, or the Error is persistent
and affects many Users. No
reasonable workaround is available.
Response Time
Immediate but within 30
minutes
Immediate but within 1
hour
Medium Services performance issue or a Within 24 hours
material bug affecting some Users or
some functional ities. Reasonable
workaround is available.
Low Bug or other technical issue affecting Within 24 hours
some Users. Reasonable workaround
is available.
4.2. For Critical Errors monday.com shall work on a resolution 24/7 until such Error is
resolved, and monday.com shall send Customer a status report and/or publish updates
on the Status Paae, the Sites, via the Services, by email and/or by any other method
designated for such purpose, every thirty (30) minutes,
4.3. monday.com must be able to reproduce the reported Error in order to attempt to resolve
it. Customer shall cooperate and work closely with monday.com to reproduce the Error,
including conducting diagnostic or troubleshooting activities as requested and
appropriate. Also, subject to Customer's approval on a case -by -case basis, Users may
be asked to grant monday.com with access to their Accounts, computers and/or
network, for troubleshooting purposes.
5. Services Monthly Uptime.
5.1. The Core Services shall be available no less than 99.9% of the time, twenty-four (24)
hours per day, seven (7) days per week (including holidays), measured on a calendar
Agreement No. 7385
monthly basis; provided that the calculation of the Monthly Uptime shall not be
impacted by the following events, which are not deemed events of Service
Unavailability:
5.1.1. Where the Core Services were unavailable due to an incident which was not
within the control of monday.com, including unavailability caused by acts of
God, acts of government, insurrection, war, riot, global health emergency,
disease outbreak, explosion, nuclear incident, fire, flood, earthquake, global
pandemic, unavailability of telecommunications and internet service due to
general unavailability of telecommunication or internet service provider's
systems or other catastrophic event beyond the reasonable control of
monday.com.
5.1.2. The Core Services were unavailable due to planned maintenance, provided that
monday.com provides Customer at least three (3) days' advance notice (by
posting an announcement on the Status Paae, the Sites, via the Services, and/or
by sending Customer an email) that the Services shall be unavailable due to
maintenance and/or upgrading.
5.1.3. The Core Service were unavailable due to (a) Customer's and/or a third party's
software, network, links, products, services, widgets, apps, integrations,
hardware or other equipment; (b) Customer's or anyone on its behalf use of the
Services in violation or in a manner not authorized in the Agreement; and/or (c)
resulting from a Distributed Denial of Service (DDoS) attacks and/or any other
unlawful activity.
5.1.4. A duration of up to forty five (45) consecutive minutes in which the Core Services
were available in a Read -Only Mode (i.e. a Read -Only Mode longer than forty
five (45) minutes will be regarded as Services Unavailability).
6. Service Unavailability Credits.
6.1. Solely to the extent Customer is not in breach of the Agreement, as a remedy for Service
Unavailability, subject to the terms of this Section 6, monday.com shall provide a Credit to
Customer's Account (or the applicable Reseller in the name of Customer where Customer
purchased and paid for the Services through a Reseller) with the applicable Credit
Percentage in accordance with the respective Monthly Uptirre Percentage:
Monthly Uptime Percentage Credit
Percentage
Less than 99.9% but greater than or 5%
equal to 98%
Less than 98% but greater than or 10%
equal to 95%
Agreement No. 7385
Less than 95% but greater than or 15%
equal to 90%
Less than 90% but greater than or 20%
equal to 85%
Less than 85% 30%
6.2. The Credit shall be calculated by multiplying the applicable Credit Percentage by the
Fees payable by Customer to monday.com for the Subscription to the respective
Services for which the Service Unavailability event relates and for the respective month
in which the Service Unavailability has occurred (e.g. 1/12 of the annual fees for annual
Subscriptions to the Services). If Customer purchased and paid for the Services through
a Reseller, then such monthly fees or annual fees calculations shall be based on the
fees payable by the applicable Reseller to monday.com.
6.3. monday.com will apply a Credit only against Customer's future payments obligations
otherwise due from Customer under the Agreement (whether for the Fees or for any
Upgrade). Where Customer purchases and pays for the Services through a Reseller, the
Reseller shall be solely responsible for issuing the appropriate amounts to Customer
against Customer's future payment obligations. A Credit will not entitle Customer to any
monetary refund by monday.com. Credits may not be transferred or applied to any other
accounts, products or services.
6.4. To receive a Credit, Customer's Admin shall submit to monday.com a detailed Credit
request via support@morl_d'a o rr within ninety (90) days following the Service
Unavailability incident. Customer's failure to provide the request within the ninety (90)
days period will disqualify Customer from receiving a Credit.
6.5. The aggregated maximum number of Credits to be issued by monday.com to Customer
in a single calendar month will not exceed 100% of the fees actually paid to
monday.com by Customer for the affected Services for the respective month (e.g. minus
other credits or incentives applied to the respective Fees for the respective month).
7. Exclusive Remedies..
Notwithstanding anything elsewhere to the contrary, the award of Credits in accordance
with Section 6 above (Service Unavailability Credits), and monday.com's actions in
accordance with Section 4 above (Error Response Time), shall be Customer's sole and exclusive
remedies available for Customer for any failure by monday.com to meet its obligations under
this SLA and/or for any Errors in the Services.
8. Changes to this SLA.
Agreement No. 7385
monday.com may modify this SLA at any time, provided that if monday.com makes any
changes that materially adversely decrease the level of service, then it shall notify Customer
by posting an announcement on the Sites, via the Services and/or by sending Customer an
email.
9. Definitions.
"Core Services" means the monday.com Platform, as identified in the Status Page, and
excluding without limitations: (a) the API; (b) add-ons, apps, widgets and/or Third Party
Services integrated or otherwise interfaced with the Core Services, whether developed by
monday.com or by a third party; and (c) any products or features identified as trial, pre-
release, pilot, alpha, beta or similar;
"Credit(s)" means the service level credit a Customer may receive in the event the Monthly
Uptime Percentage falls below 99.9%, which shall be calculated in accordance with the
Credit Percentage in the table set forth in Section 6.1;
"Credit Percentage" means the percentage which will be used to calculate the Credit,
which is based on the Monthly Uptime Percentage, and is in accordance with the table in
Section 6.1;
"Error" means any incorrect functioning of the Services that is reproducible, and which
results in the failure of the Services to operate in full compliance with the functionalities set
forth in the documentation;
"Monthly Uptime" means the total minutes in a given calendar month minus the Service
Unavailability minutes;
"Monthly Uptime Percentage" means the Monthly Uptime divided by the total minutes in
a given calendar month;
"Read -Only Mode" means a mode in which the Services is accessible and the Customer
Data is displayed but cannot be edited or modified;
"Response Time" means the period between the time when the Error was reported in full,
and the time when an initial acknowledgement was published in the Status Page, the Sites,
via the Services and/or by sending Customer an email; and
"Services Unavailability" means the number of minutes in a given calendar month in which
the Core Services were not available to Customer, excluding the exclusions set forth in
Section 5.1, as measured according to monday.com's monitoring service available at the
Status Page, as may be updated from time to time.
Last Updated: December 20, 2023
Agreement No. 7385
Home Terms & policies
Last Updated: January 29, 2025
monday Al are services that include features, applications, bots, agents and other functionalities based
on artificial intelligence and machine learning data models ("monday Al"). These monday Al Terms and
Conditions ("monday Al Terms') forms part of the monday.com Terms of Service or other agreement
executed between the Parties governing the use and provision of monday.com Services (collectively
"Agreement'), which incorporated herein by reference, and reflects the parties understanding
regarding the enablement or use of monday Al. Please read carefully these monday Al Terms, and
don't use or enable monday Al if you don't agree to be bound by these monday Al Terms.
General. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them
in the Agreement. In case of any contradiction or inconsistency between the monday Al Terms
and the Agreement, the monday Al Terms shall prevail.
Content. You may provide or make available to monday Al content, such as, text, prompts and
datasets ("Content"), and receive Content, configurations, actions or other Al based features
generated by monday Al. Except as outlined in Section 3, and subject to other applicable terms,
as between you and monday.com, you retain ownership of your Content and such Content
shall be regarded as Customer Data.
Configuration and Actions. monday Al may be used to generate configurations or
arrangements, including of monday.com Materials or Services, or to perform or initiate actions (for
example, via Al agents) (collectively "Configurations and Actions"). Notwithstanding anything to
the contrary, any such Configurations and Actions requested by you and/or generated by monday
Al shall not be regarded as Content.
Responsibility for Use of monday Al. You are solely responsible for your use of monday Al,
including any Content or Configurations and Actions it generates. This includes assessing
whether such are appropriate, lawful, and suitable for their intended use. You acknowledge that
generated Content or Configurations and Actions may be inaccurate or incomplete„ and do not
reflect the views or recommendations of monday.com, its Affiliates, or its Sub -Processors. Due to
the nature of machine learning and artificial intelligence, other Customers and/or Users may
generate identical or similar Content, Configurations and Actions.
Availability and Costs. Some monday Al features may be enabled by default in your Account,
and some monday Al features may be subject to additional fees.
Restrictions. You will not use monday AI (a) to develop foundation or large scale models, or
services that compete with monday Al or its Al models providers, or (b) in a manner that may: (i)
violate any applicable law, (ii) breach these monday Al Terms, monday.com's Agreement or
applicable Acceptable Use Policies as defined in Section 8 below, (iii) infringe third party rights,
including but not limited to intellectual property rights or privacy rights, (iv) falsely represent Al
generated Content or Configurations and Actions as human generated, (v) perform automated
decision making, including profiling, which may significantly impact individual rights without
adequate safeguards, human oversight, and transparency, or (vi) use monday Al to infer sensitive
attributes, such as race, political opinions, or sexual orientation.
Monitoring and Improvement. monday.com does not use Customer Data and/or Content to
train machine learning data models and does not allow others to do so. Notwithstanding
anything to the contrary in any applicable agreement between you and monday.com, we may
access and use data of your interaction with, or use of monday Al in order to monitor and improve
our Services, for example, to ensure that features work as intended, to comply with legal
obligations, monitor, prevent, or debug abusive, unlawful or harmful activities, and to adapt our
Agreement No. 7385
Services to better meet user needs. Such data will not be shared with third parties and may be
retained by us for up to 60 days. An Admin can opt -out their Account from use of Customer Data
and/or Content to improve our Services, by contacting our Support here or via ai-
aupp.Qrt@monday.com. To clarify, regardless of whether an Admin opts -out, such data will not be
used to train models, as explicitly stated in this Section.
Acceptable Use Policies. You acknowledge' and agree that you must use monday Al in
accordance with our Accept lm L_.0 a I colj y, and that your use of monday Al is also subject to our
Al related model providers policies, as outlined in monday.com Al Acce jAbje_UspEoItcjg5 page
as may be updated from time to time. (collectively "Acceptable Use Policies").
Disclaimer of Warranties. MONDAYCOM DISCLAIMS ALL WARRANTIES AND
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Agreement No. 7385
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