1. 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 Chrome Extension Terms and the Agreement, the Chrome Extension Terms shall prevail.
2. Intellectual Property, License Grant. monday.com owns all right, title and interest in and to the Extension  and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, trade secrets, trademarks and other intangible rights therein. You will not obtain any rights, interests or licenses for any intellectual property rights. Subject to your compliance with these Chrome Extension, monday.com hereby grants you a limited license to use the Extension only in connection with this Chrome Extension Terms. Except for the explicit license provided under these Chrome Extension Terms, monday.com does not grant you any rights to any of its Services.
3. Usage. Your use of this Chrome Extension, and any information or data, used, accessed or collected through or with it, must comply with all applicable laws, regulations, monday.com’s Acceptable Use Policy, and any third party terms, including but not limited to the terms governing any platforms, services, or websites you interact with through the Extension. The Extension may access your monday.com Account, your browser, and the websites you visit, allowing you to interact with your account directly through the browser. You are strictly prohibited from engaging in any unlawful activities, interfering with the functionality of the Extension or the monday.com Platform, transmitting harmful code or data, or misusing data collected through the Extension. Additionally, you must not engage in activities that infringe any third party rights, including intellectual property right and privacy right, attempt to reverse engineer the Extension, or bypass security measures of the Extension or any third party service. Any use of the Extension that violates these terms may result in suspension or termination of your access to the Extension or termination of your monday.com Subscription.
4. Third Party Websites. The Extension may access certain activities on your browser and your monday.com account as part of its functionality. You acknowledge and agree that monday.com neither controls nor endorses the content, privacy policies, or practices of any third party websites or platforms accessed through your browser or interacted with via the Extension. Any use, access, interaction, or collection of information from such websites or platforms is solely your responsibility, including ensuring compliance with all applicable laws, terms, and policies. monday.com expressly disclaims any liability arising from your use of third party websites or platforms, or from any content or data shared with or through them, whether accessed via your browser or the Extension. We encourage you to review the terms and privacy policies of any website or service you visit or interact with.
5. Disclaimer of Warranties. YOU ACKNOWLEDGE THAT THE EXTENSION MAY INCLUDE INACCURACIES, ERRORS, BUGS, OR OTHER ISSUES THAT COULD CAUSE DATA CORRUPTION, LOSS, OR OTHER PROBLEMS. MONDAY.COM DISCLAIMS ALL WARRANTIES RELATED TO THE EXTENSION. THE EXTENSION IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED. MONDAY.COM EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, AVAILABILITY, ACCURACY, AND PERFORMANCE. YOUR USE OF THE EXTENSION IS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, MONDAY.COM DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES THAT THE EXTENSION, SOFTWARE, DATA, OR ANY SERVICES PROVIDED HEREUNDER WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, ARE FREE FROM DEFECTS, OR ARE RELIABLE, SECURE, NON INFRINGING, OR FIT FOR A PARTICULAR PURPOSE. IT IS THE SOLE RESPONSIBILITY OF THE USER TO ENSURE THAT THEIR USE OF THE EXTENSION COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS, AND THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. MONDAY.COM DOES NOT WARRANT THAT THE USE OF THE EXTENSION WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES OR VIOLATE THE TERMS OR POLICIES OF THIRD PARTY SERVICES OR PLATFORMS.
6. Indemnification. Notwithstanding monday.com’s indemnification obligations set forth in any applicable Agreement between you and monday.com, such obligations shall not apply to or with respect to the use of the Extension, and to any information or data, used, accessed or collected through or with it.
7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THESE CHROME EXTENSION TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT SHALL MONDAY.COM, ITS AFFILIATES, OR THIRD PARTY PROVIDERS BE LIABLE FOR: (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, REVENUE, OR GOODWILL; (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS; (V) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; AND/OR (VI) ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO THE INFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS, OR THE VIOLATION OF TERMS AND POLICIES OF THIRD PARTY SERVICES OR PLATFORMS. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THESE CHROME EXTENSION TERMS SHALL APPLY: (I) EVEN IF MONDAY.COM, ITS AFFILIATES, OR THIRD PARTY PROVIDERS HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).IN ANY EVENT, MONDAY.COM’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES UNDER THESE CHROME EXTENSION TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE IN LIEU OF AND NOT IN ADDITION TO, THE LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT BETWEEN THE PARTIES. ALL CLAIMS AND DAMAGES THAT MAY BE RECOVERED HEREUNDER MAY NOT BE RECOVERED UNDER ANY OTHER PROVISION, AGREEMENT, OR LEGAL THEORY, AND IN NO EVENT SHALL SUCH DAMAGES AND CLAIMS CAN BE RECOVERED TWICE. 
8. Specific Google Terms. The Google Chrome Web Store is owned and operated by Google Inc. Your use of the Google Chrome Web Store is subject to a legal agreement between you and Google, which includes the Google Terms of Service and the Google Chrome Terms of Service (collectively referred to as the “Google Terms”). In addition, your use of the Google Chrome Web Store must comply with the Google Chrome Web Developer Policies, where applicable.
9. Term and Termination. These Chrome Extension Terms remain in effect until you stop using the Extension or terminate your monday.com subscription, whichever comes later. monday.com can terminate your access to the Extension at any time, for any reason, without notice or liability. If either you or monday.com terminates these terms, you must immediately stop using the Extension. monday.com may also modify these terms or discontinue the Extension (or any part of it), including support, at any time, without notice or liability.. 
10. Survival. Sections 2 through 8 will survive expiration or termination of these Chrome Extension Terms.

1. By approving these Terms or by enrolling to the Program you agree and acknowledge that (i) you are not relying on any representation or statement other than as expressly set forth in these  Terms; and (ii) that you have full legal authority to enter into these Terms. Capitalized terms not otherwise defined herein, shall have the meaning ascribed to them in the monday.com Marketplace Listing Terms. In case of any contradiction between these Terms and the monday.com Marketplace Listing Terms, the Terms shall prevail. 
2. Participation. you agree that monday.com may sell your monday.com Billed App as part of a monday.com Sales Order to its potential and existing Customers (as defined in monday.com’s Terms of Service).
   “Sales Order” shall mean a sales order, provided by monday.com to monday.com Customer for the purchase monday.com Services either together with the App or for the standalone purchase of the App via a monday.com sales order.
3. Customer Account Upgrades. You acknowledge and agree that monday.com Customers may perform upgrades to their account during an existing Sales Order period, which may result in upgrade of their plan. In such case and where applicable your App may be upgraded as well, to accommodate the upgraded plan (“Upgrade”). You acknowledge and agree that any Discount (as defined below) or other terms provided to the Customer shall apply to any Upgrade.  
4. Yearly Pricing. You acknowledge and agree that Customer’s purchasing your App via monday.com will be charged with your yearly subscription fee plan, divided into the number of months within the applicable Sales Order. In the event that your App has different pricing plans for monthly subscription and yearly subscription, monday.com will only charge the applicable yearly subscription fee and any difference between prices will not be charged or transferred to you.
   
5. Payment. In addition to Clause 4(d) of the Marketplace Listing Terms, you acknowledge and agree that monday.com will remit any fees owed to you only after collecting the full due amount from the Customer. monday.com reserves the sole discretion to establish and modify the payment schedule with its Customers, including the payment schedule applicable to the App.
6. Discounts. From time to time, you may offer discounts, on a case by case basis, to customers of monday.com for the purchase of your App (“Discount(s)“). To implement a Discount, you must provide written notification to monday.com specifying the proposed discount rate (“Discount Rate“). Upon receipt and approval by monday.com, the Discount Rate shall be applied to the applicable Sales Orders of monday.com Customers. The Discount Rate, once granted, may not be revoked or modified by you without the prior written consent of monday.com, which may be withheld at its sole discretion. The Discount Rate shall remain in effect for all applicable current and future Sales Orders of the respective monday.com Customers who received such Discount, unless monday.com has agreed to revoke or modify the Discount Rate, at its sole discretion.
7. Term and Termination. The will remain in effect until the earlier of, termination of this Program, or your participation in the Program has ended. You may terminate your participation in the Program at any time, by providing monday.com with a 30 days written notice. monday.com, at its sole discretion and without liability to you, may terminate your participation in the Program.  monday.com may modify these Program Terms without notice, or any part thereof, at its sole discretion and without liability to you.
8. Feedback. As a participant in the Program you may be required to participate in activities such as interviews and questionnaires in order to provide such feedback about the Program. 
9. Qualification. monday.com may determine qualification criteria for participation in the Program, and may at its sole discretion approve or deny any application to participate in the Program.
10. Survival. Sections 2 through 8 will survive expiration or termination of these Terms.

1. Registration. By completing the registration process, you confirm that (i) you have provided accurate and true information and that (ii) you are not subject to any restrictions that prevent you from participating at the Event. Where applicable, if you are registering on behalf of a group, you agree that you shall also be responsible for your group members compliance with these Terms. monday.com reserves the right not to approve your and/or any of your group members registration and/or restrict your and/or any of your group members access to the Event at its sole discretion. It is clarified that registration to the Event is only valid for attendance at that specific event, and cannot be transferred to other events. 
2. Age limitation. The participation at the Event is intended and limited to individuals who are over the age of twenty-one (21). By registering or attending the Event, you approve that you are at least twenty-one (21) years old.
3. Event Pass. Entrance to the Event venue may be subject to the presentation of a personal valid ticket or event pass (“Event Pass”). Event Passes are non-transferable and may not be sold, resold, or exchanged. Any unauthorized transfer or resale of Event Passes will render them void. It is your responsibility to ensure that the Event Pass is not misused or transferred to other persons.
4. Event Agenda. You understand that the Event agenda may be changed or updated. monday.com reserves the right, in its sole discretion, to modify the Event agenda, including but not limited to changing or removing sessions, activities, content, schedules, and/or the presence of keynote speakers, hosts, and other personalities. No claim, demand, or compensation shall be considered or accepted for any such changes.
5. Cancellation. We reserve the right to reschedule or cancel the Event, in whole or in part, for any reason, including due to a Force Majeure Event (as defined below). If the Event is rescheduled or canceled, we will inform you as soon as possible. No claim, demand, or compensation shall be considered or accepted for any such rescheduling or cancellations.
   “Force Majeure Event” shall mean, acts of God, actions of any governmental body (de jure or de facto) (including rule, order, regulation, or direction of a government or local governance body or of any department, agency or commission thereof, whether foreign or domestic or a competent international organization) or acts of public enemy, war (whether declared or not), sensitive security situation, riots, strikes, embargoes, epidemic, pandemic, COVID-19, quarantine, export or import restrictions or quotas, boycotts, sanctions, strikes, fire, earthquake or other natural disasters.
6. Intellectual Property. monday.com is the sole owner of all intellectual property rights, including trademarks, copyrights, and any materials or content shared in connection with monday.com and the Event (“Event Materials“). As between you and monday.com, monday.com retains all rights, title, and interest in and to the Event and to the Event Materials. Nothing in these Terms shall be understood as granting you any rights or licenses to use, reproduce, distribute, or display the Event Materials and/or any associated monday.com intellectual property. 
7. monday.com Recordings. You authorize monday.com to record your attendance and/or participation in the Event including but not limited to recording your name, company name, image, voice, likeness, and testimonial during the Event (“Recordings”). Attendee understands that monday.com is the owner of all rights, including copyrights and derivative rights in the Recordings and such Recordings shall be considered as Event Materials. monday.com may use the Recordings or any part thereof, at its discretion, on monday.com’s marketing channels in any media, including its website, social media channels, presentations, advertisements, and public announcements. You further agree that your image may appear in photos or recordings of the Event, which may be shared with you, other attendees, and the public, at monday.com’s sole discretion.
8. Your Recordings. Unless otherwise requested by monday.com, at its sole discretion, you are allowed to take pictures and videos from the Event for the sole purpose of promoting your attendance to the Event (“Your Recordings”) and you release monday.com from any and all claims and damages arising out of or in connection with the use of Your Recordings. 
9. Your Conduct. You will at all times comply with monday.com’s Event Code of Conduct, your organization’s policies, and any applicable laws (“Event’s Code of Conduct”). We may restrict your access to the Event if we determine, at monday.com’s sole discretion, that you are behaving in a manner that violates monday.com’s Event Code of Conduct, violates these Terms, or you are otherwise behaving in a manner that is disruptive to the Event or to other Event attendees. No claim, demand, or compensation shall be considered or accepted on that regard.
10. Public Event. You understand that the Event is public and that it may include the presence of press and media which may share details about the Event and about your participation thereof. You further acknowledge that monday.com is not responsible for any content, statements, or representations made by the press, media, or other attendees, in connection with the Event.
11. Promotions.  monday.com may feature competitions and promotions during the Event (“Promotions“). Participation in Promotions is voluntary and will be subject to the rules and guidelines announced by monday.com (“Guidelines”). No purchase is necessary in order to participate in the Promotions. monday.com reserves the right, in its sole discretion, to modify the Guidelines, including but not limited to replacing the listed prizes with an equivalent prize of the same value. monday.com shall not be responsible and/or liable with respect to any aspect pertaining to the Promotion prizes, including its nature and quality, or to any damage relating thereto. It is further clarified that the realization of the Promotion prize may be subject to the relevant terms of the Promotion prize supplier, and monday.com will not be liable in case a winner is incapable of realizing the Promotion prize. By participating in the Promotions, you consent to monday.com using and sharing your name, image, company, and any accompanying details of your participation in any media, for marketing or promotional purposes. You represent and warrant that (i) you are not considered a Public Official; (ii) you are permitted to participate in the Promotions and to receive the prizes (where applicable) in accordance with your employer policies and any applicable laws; and (iii) you will participate in the Promotions in accordance with the Guidelines and in a fair, respectful, and sportsmanlike manner. If a winning Attendee, cannot be reached, is ineligible or, if applicable, fails to return an executed declaration, monday.com may, at its sole discretion, select a different Attendee as the winner of the Promotion.
    “Public Officials” shall include but are not limited to (i) Individuals who hold a governmental position of any kind at any level (i.e., state, local, or national governments, government agencies, public international organizations, etc.), or who exercise a public function or act in an official capacity on behalf of a government; (ii) personnel at state-owned or controlled enterprises (e.g., state- owned telecommunications company, government controlled university, etc.); and (iii) political parties and candidates for political office.
12. Forward-looking statements. The Event may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and market positioning. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words such as “outlook,” “guidance,” “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “plan,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond monday.com control. monday.com’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors. Please refer to monday.com’s filings with the Securities and Exchange Commission, specifically, its most  recent earnings release and most recent Form 20-F for more information on the risk factors that could cause the actual results to differ materially from those contained in forward-looking statements, including but not limited to our limited operating history, fluctuations in operating results, and the fact that we derive a majority of revenues from a single product.
13. Your Risk. Your decision to attend and participate in the Event or in any part thereof is voluntary. monday.com does not assure your admission to the Event or to any part thereof. Except where stated by monday.com, all Event activities operate on a first-come, first-served basis. YOU VOLUNTARILY ACCEPT AND ASSUME ALL RISKS OF ANY PERSONAL INJURY OR DAMAGE TO YOUR PERSONAL PROPERTY THAT MAY OCCUR DURING YOUR ATTENDANCE AT THE EVENT AND HEREBY WAIVE ANY CLAIMS YOU MAY HAVE AGAINST MONDAY.COM OR ANY EVENT SPONSOR OR VENDOR RELATING TO SUCH RISKS. 
14. Limitation of Liability. Notwithstanding any other provisions of these Terms, neither monday.com nor the venue hosting the Event shall be liable for any special, indirect, incidental, punitive, or consequential damages (including without limitation, loss of profits, loss of business opportunity, or loss of data) arising from or in connection with these Terms or the performance thereof, whether in an action based on contract, tort, warranty or any other legal theory and whether or not the other party has been notified of the possibility thereof. In no event shall monday.com’s total liability under these Terms exceed one-hundred US Dollars. It is hereby clarified that monday.com shall not be liable for any expenses or costs incurred by you in relation to the Event including but not limited to transportation or accommodation. 
15. Disclaimer of Warranties. monday.com expressly disclaims all warranties of any kind in relation to the Event, whether express or implied, including but not limited to any warranties of attendance outcomes, results, benefits, accuracy, completeness, or reliability of any information provided during the Event. monday.com does not endorse or guarantee any products, services, or opinions presented in the Event by third parties, including Event sponsors and speakers.
16. Privacy.
    1. You consent to and confirm that the details provided by you about yourself or, when applicable, about your group members, including, but not limited to, your or your group members name, place of work, association, likeness, photograph, voice, video recording, comments, and country of residence (the “Information“) may be used by monday.com and/or anyone acting on its behalf, for the purpose of performing the Event and all the related activities and services surrounding Event and for promotional and commercial purposes.
    2. You confirm that monday.com will be entitled to share your Information with third parties, including but not limited to contractors, affiliates, commercial partners, other Event participants and Event sponsors for the purposes mentioned above. Furthermore, you consent that monday.com and/or other third parties as described above may communicate with you from time to time regarding the Event, and for personalized commercial communications. 
    3. Please refer to monday.com’s Privacy Policy, which describes monday.com’s practices and policies related to the collection, use, and storage of personal data. 
17. Relationship. These Terms do not create and shall not be construed as creating an employer-employee relationship between monday.com and you, nor any agency, joint venture, or partnership. 
18. Changes to the Event. monday.com reserves the right to change the dates, hours, or location of the Event, at its sole discretion, and to restrict the number of attendees at the Event. monday.com will notify you in writing of any such changes as far in advance as possible. No claim, demand, or compensation shall be considered or accepted for any such changes.
19. No assignment. You may not assign or transfer your rights or obligations under these Terms without prior written consent from monday.com.
20. Amendment. monday.com reserves the right to modify these Terms, at its sole discretion.
21. Governing Law. Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Israel (excluding provisions of conflict of laws) and any dispute arising in connection thereof will be exclusively submitted to the courts situated in Tel-Aviv, Israel.
22. Language and Interpretation. For your convenience, these Terms may be provided in languages other than English. In the event of any discrepancies or inconsistencies between the English version and a translated version, the English version will prevail.

Capitalized terms not defined herein shall have the meanings assigned to such terms in the Channel Partner Terms. In the event of any conflict between certain provisions of these MP Partner Terms and the provisions of the Channel Partner Terms, the provisions of the MP Partner Terms shall prevail but solely with respect to Partner’s marketing and promotional activities of the Apps via the monday.com Marketplace.

1. General
These MP Partner Terms incorporate the terms and conditions of the Channel Partner Terms and are governed by and subject to the terms and conditions of the Channel Partner Terms in a manner that unless otherwise set forth under these MP Partner Terms, each provision shall be read to include the Marketplace Apps (as such term is defined below) and Partner’s activities under these MP Partner Terms as applicable, mutatis mutandis.

2. Marketing of Marketplace Apps

2.1. Marketing Apps. monday.com hereby authorizes Partner to promote and market certain Apps approved by monday.com and identified in the applicable monday.com resources made available by monday.com (“Marketplace Apps”), as may be updated from time to time by monday.com in its sole discretion, to: (i) Prospective Customers, in addition to the promotion and marketing of the monday.com Services; and (ii) Signed Customers (collectively “Marketplace Customers”).

2.2. Referral Link.
2.2.1. For each Marketplace App, Partner will be able to generate a specific link, containing a designated ID code which is based on Partner’s account ID, that Partner will be able to send to Marketplace Customers (“Referral Link“). The Referral Link may be generated once and used multiple times by Partner for Marketplace Customers. The Referral Link shall be deemed a Tracking Mechanism as defined under the Channel Partner Terms and the use by Partner of such Tracking Mechanism and all terms related to such Tracking Mechanism shall be as set forth in the Channel Partner Terms.

2.2.2. Each Marketplace Customer that receives a Referral Link from Partner will be able to click on the Referral Link to install the applicable Marketplace App (including for any trial periods) and to initiate the purchase of such Marketplace App via the Referral Link. It is Partner’s responsibility to ensure that each purchase to be made by a Marketplace Customer of a Marketplace App is properly ascribed to Partner through such Referral Link in order to be eligible to receive the Marketplace Commission (as such term is defined below).

3. monday.com Responsibilities

3.1. Third Party Apps. The Marketplace Apps are Third Party Apps and are provided by Third Parties (both terms as defined under the Marketplace Terms) who are independent parties from monday.com and Partner shall promote them as such. The purchase and use of Third Party Apps is subject to the Third Party terms, privacy policies and other applicable terms specified by the Third Party, and monday.com is not a party to such terms, and will not be responsible or liable in any way for the Third Party App or for the actions or omissions of such Third Party. The pricing of any Third Party App (including any features thereof) remains subject to change at any time at Third Party’s sole discretion.

3.2. Marketplace App Payment Processing. monday.com will process transactions placed by Marketplace Customers to purchase the Markerpalce Apps who are registered via the Referral Link. monday.com reserves the right to reject and approve transactions in accordance with its terms and policies.

3.3. monday.com Marketplace and Marketplace Apps Availability. monday.com may in its sole discretion, at any time without notice to Partner and without incurring any liability to Partner and/or Marketplace Customers: (i) remove Marketplace Apps from the monday.com Marketplace; (ii) block the functionality of certain Marketplace Apps and (iii) modify or discontinue the Marketplace Terms and subsequently the ability of Partner to promote and market Marketplace Apps; all in accrodance with the Marketplace Terms. In case of (i), (ii) and/or a material change to the Marketplace Terms that materially adversely effects Partner’s activities under these MP Partner Terms, monday.com will provide Partner with 30 days prior written notice of such modification. Partner must track such changes (including any pricing changes as set forth in section 3.1 above) and reflect them in the Partner Site and in any other relevant marketing means.

4. Marketplace Commissions; Payment

4.1. Marketplace Commission. Subject to these MP Partner Terms, for each transaction with a Marketplace Customer for the initial purchase of a Marketplace App as a result of Partner’s efforts which was tracked and ascribed to Partner through a Referral Link (“Qualified Marketplace Transaction”), Partner shall be entitled to receive from monday.com, with respect to each such Qualified Marketplace Transaction, a referral fee equal to 15% of the applicable amount actually paid for the applicable Marketplace App less any Deductions (as such term is defined under the Channel Partner Terms) (“Marketplace Commission”). The Marketplace Commission shall be paid to Partner during a period in respect of each sale of a Marketplace App under a Qualified Marketplace Transaction, commencing upon the first Qualified Marketplace Transaction, and ending upon the earlier of (i) expiration or termination, for any reason or for no reason, of the subscription of the respective monday.com Plan underlying the Qualified Account (as such terms are defined in the Channel Partner Terms) of the respective Signed Customer; (ii) expiration or cancellation, for any reason or for no reason, of the Marketplace Customer’s subscription to the respective Marketplace App; (iii) two (2) years following the closing of the Qualified Marketplace Transaction; (iv) termination of the Channel Partner Terms for any reason; (v) the removal of the Marketplace App from the Marketplace; or (vi) monday.com ceases to process payment for the Marketplace App.

4.2. Payment Terms. Within 5 days from the end of each calendar quarter, monday.com shall provide Partner with an electronic report specifying the number of Marketplace Customers that purchased Marketplace Apps under a Qualified Marketplace Transaction and the Marketplace Commissions earned during such calendar quarter (the “Marketplace Report”). Subject to these MP Partner Terms, Marketplace Commissions shall be due and payable in USD within 45 days following the approval by monday.com of a duly issued invoice by Partner (which shall correspond to the Marketplace Report) at the end of each calendar quarter, through wire transfer or any other method chosen by monday.com. An invoice that does not correspond to the Marketplace Report will not be paid by monday.com until amended by Partner to correspond with the Marketplace Report.

4.3. Partner Marketplace Apps. In the event that Partner is recognized in the momday.com Marketplace as the owner and/or developer of one or more of the Marketplace Apps (i.e. Partner receives the fees paid by monday.com customers who purchase such Marketplace App via the monday.com Marketplace) (“Partner Marketplace App”), Partner will not be eligible to receive any Marketplace Commission with respect to any purchase by a Marketplace Customer of such Marketplace App under these MP Partner Terms.

4.4. Entire Compensation. The Marketplace Commission represents the entire compensation due to the Partner with respect to its activities and obligations in connection with the monday.com Marketplace and under these MP Partner Terms. For clarity, Marketplace Commissions are supplemental to the Services Commissions to which Partner may be entitled under the Channel Partner Terms.

5. Term and Termination

5.1. Term. The term of these MP Partner Terms correspond with the term of the Channel Partner Terms, and unless terminated earlier in accordance with the terms below, will terminate simultaneously and automatically with the termination of the Channel Partner Terms.

5.2. Termination for Convenience. These MP Partner Terms may be terminated at any time by monday.com by giving Partner a prior written notice of at least 30 days prior to termination taking effect, and such notice, unless specifically stated otherwise, shall not impact the effectiveness of the Channel Partner Terms.

5.3. Effect of Termination. Subject to Section 5.1 above, upon termination of these MP Partner Terms, Partner shall have no further rights in connection with these MP Partner Terms, including the right to receive any payment for marketing and promoting the Marketplace Apps.

6. Miscellaneous

6.1. No Conflict. Partner shall avoid any conflict of interests with monday.com or any Third Party. In the event that Partner becomes aware of any potential conflicts of interest, Partner shall disclose such conflict to monday.com immediately.

In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be).

YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS; OR (II) ACTIVELY OPERATING AS MONDAY.COM’S CHANNEL PARTNER, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).
IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR PERFORM THE DUTIES OF A MONDYAY.COM’S CHANNEL PARTNER.

All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Definitions section.

Specific Terms References Herein

1. Definitions.

1.1. “Account” means an account created upon the purchase of a monday.com Plan.

1.2. “Account Threshold” means the minimum Annual Recurring Revenue per Qualified Account necessary for a purchase to qualify as a Qualified Purchase, as set forth in the Program.

1.3. “Affiliate” means any person or entity that directly or indirectly, controls, is controlled by, or is under common control with the subject entity, where “control” means beneficial ownership of 50% or more of the voting equity interests in the subject entity, but only for as long as such control exists.

1.4. “Annual Recurring Revenue” means a subscription-based commitment under a Qualified Account, during a yearly period, as calculated in accordance with monday.com’s then current accounting policy.

1.5. “Anti-Bribery Laws” means all laws and regulations related to anti-corruption or bribery, including but not limited to the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010, relevant provisions of the Israeli Penal Code, and any other similar laws that may apply to these Terms and participation in the Program.

1.6. “Assigned Account Threshold” means the minimum Annual Recurring Revenue per Qualified Account necessary for Partner to be eligible to receive the initial Services Commission under an existing Account assigned to Partner in accordance with Section 9.7 hereunder, as set forth in the Program.

1.7. “Change of Control” means a transaction or series of related transactions in which any person or entity, becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding voting rights of a corporation.

1.8. “Channel Partner Manager” or “CPM” means monday.com’s designated representative who manages the relationship and sales efforts with Partner on behalf of monday.com and serves as Partner’s point of contact with monday.com.”

1.9. “DPA” means the Partner Data Processing Addendum which is incorporated herein by reference.

1.10. “Deductions” means the following categories of fees that should be deducted from Net Sales: (a) charge-backs, (b) issued: refunds, credits and/or ACH returns, (c) professional services (excluding premium support add-ons) and training fees, (d) reimbursements of expenses, (e) any commissions due to other third parties, including without limitations marketplace fees, (f) taxes, including, without limitation, any payments and withholdings for sales tax or VAT; and/or (g) billing and payment processing fees.

1.11. “Eligibility Period” means the period within which a Qualified Purchase must be completed for Partner to be eligible to earn Services Commission. The “Eligibility Period” with regard to each Prospective Customer shall commence on the day on which the associated Partner Sourced Lead was ascribed to Partner in the Partnership Platform or the associated monday.com Sourced Lead was referred by monday.com to the Partner, and shall end upon the earlier of: (a) the lapse of 90 days after the commencement of the Eligibility Period; (b) the end of the Term.

1.12. “Export Controls” means any applicable law, regulation, rules or order governing (i) any direct or indirect import, export, re-export, transmission or transfer of products, services, software, technical information, controlled data, or technologies from or to Israel, the United States, or any other country or person (“Exports”); (ii) any direct or indirect release of technology, technical information or software in any country other than its country of origin or to any person that is located in the United States, Israel or abroad but a resident of a different country; (iii) sanctions (including economic) and/or embargoes on Exports and/or releases; or (iv) compliance with unsanctioned foreign boycotts.

1.13. “Expansion” means any expansion of a Qualified Account that resulted in an increase of the Annual Recurring Revenue associated with such Qualified Account, for which all the following cumulative conditions are met: (i) Partner actively facilitated such increase, and (ii) the purchase was tracked and ascribed to Partner in the Partnership Platform.

1.14. “Fulfillment Commission” means a certain fee owed to Partner in consideration for a Fulfillment Opportunity, calculated as a percentage of Net Sales, as set forth in the Program.

1.15. “Fulfillment Customer” means a customer sourced by monday.com which is purchasing a monday.com Plan under a Fulfillment Opportunity.

1.16. “Fulfillment Opportunity” means a S&P Opportunity under which Partner will facilitate the transfer of the one-time payment of a Fulfillment Customer’s fees set forth in a sales order (or similar purchase document).

1.17. “Marketplace Commission” has the meaning ascribed to it under the monday.com Marketplace Partner Terms. Marketplace Commissions shall be paid to Partner in accordance with the terms of these Terms, unless specifically indicated otherwise in the Marketplace Partner Terms.

1.18. “monday.com Marketplace Partner Terms” means the terms and conditions under which Partner will be eligible to market and solicit sales of certain applications available on monday.com’s Marketplace.

1.19. “monday.com Plan” means any of the paid subscription plans for the monday.com Services offered by monday.com, as may be updated and/or modified from time to time by monday.com, including under any Special Offerings.

1.20. “monday.com Services” means monday.com’s cloud-based services, including monday.com’s platforms, products, applications, application programming interface, tools and add-ons as well as any ancillary or supplementary monday.com products and services, online and via a mobile application which are developed, operated and maintained by monday.com, as may be updated, enhanced or modified from time to time, at monday.com’s sole discretion. For clarity the term “monday.com Services” does not include any Additional Services (as such term is defined under monday.com’s Terms of Service but excluding premium support add-ons), professional services or other services provided by monday.com or Partner (whether on behalf of monday.com, if permissible, or directly by Partner).

1.21. “monday.com Sourced Lead” means an individual or entity referred to Partner by monday.com and assigned to Partner in the Partnership Platform for Partner to actively and independently manage the sales cycle to close a purchase transaction(s) of a monday.com Plan. For the avoidance of doubt, a monday.com customer under a S&P Opportunity (as such term is defined under Section 3.2.1) shall not be considered a “monday.com Sourced Lead” except as indicated by monday.com under a relevant S&P Opportunity.

1.22. “Net Sales” means the net amounts actually paid by a Signed Customer or a Fulfillment Customer to monday.com for the Qualified Account or the monday.com Plan, respectively, during the Payment Period (applicable to the Signed Customer), less any Deductions.

1.23. “Non-Qualified Purchase” a purchase of a monday.com Plan by a Prospective Customer that meets all criteria of a Qualified Purchase, except for meeting the Account Threshold.

1.24. “Payment Period” means a period in respect of each Qualified Account, commencing upon the first Qualified Purchase, and ending upon the earlier of (i) termination or expiration of these Terms for any reason; (ii) such period set forth in the Program; (iii) expiration or termination for any reason of the subscription of the respective monday.com Plan underlying the Qualified Account; or (iv) removal of the Qualified Account from Partner in accordance with these Terms.

1.25. “Payment Threshold Amount” means the amount of USD 1,000.

1.26. “Partner Commissions” means collectively the Services Commission, the Marketplace Commission and/or the Fulfillment Commission as applicable.

1.27. “Partner Personnel” means the personnel assigned by Partner to perform its duties under these Terms.

1.28. “Partner Sourced Lead” means an individual or entity that is referred by Partner to monday.com, for which all of the following cumulative conditions are met: (i) has not previously and is not currently a subscriber of a paid monday.com Plan; (ii) not assigned to another monday.com partner or salesperson, unless monday.com permits such assignment, in its sole discretion; (iii) it was not a monday.com Sourced Lead in the last 6 months; and (iv) it is assigned to Partner in the Partnership Platform to actively manage the sales cycle to close a purchase transaction(s) of a monday.com Plan.

1.29. “Partner Site” means websites owned, controlled or used by Partner to promote or market monday.com Plans.

1.30. “Partnership Platform” means a cloud-based platform to manage the Program (including payment information), whether facilitated by monday.com or by a third-party designated by monday.com.

1.31. “Professional Service Terms” means the terms and conditions which govern Partner’s performance of certain professional services in connection with the monday.com Services as a Certified Partner (as such term is defined under the Professional Service Terms).

1.32. “Prospective Customer” means a monday.com Sourced Lead or a Partner Sourced Lead.

1.33. “Qualified Account” means the Account created for the Signed Customer as a result of a Qualified Purchase.

1.34. “Qualified Purchase” means an initial purchase of a monday.com Plan by a Prospective Customer, for which all of the following cumulative conditions are met: (i) Partner actively facilitated the transaction with the Prospective Customer and purchase was tracked and ascribed to Partner in the Partnership Platform; (ii) such purchase took place during the Eligibility Period, and during such Eligibility Period the Prospective Customer was not under an eligibility period of another partner of monday.com (whether under this Program or another agreement); (iii) the Annual Recurring Revenue from such purchase meets its applicable Account Threshold; and (iv) the Account purchase is for at least an annual term (or 12 consecutive months, if the Account is subscribed on a monthly basis).

1.35. “Signed Customer” means a Prospective Customer that finalized a Qualified Purchase.

1.36. “Services Commission” a certain fee owed to Partner in consideration for a Qualified Purchase or an Expansion, calculated as a percentage of Net Sales, as set forth in the Program.

1.37. “Site” means www.monday.com and any other website, operated by monday.com or any of monday.com’s Affiliates, as may change from time to time.

1.38. “Special Offerings” means any special offers of the monday.com Services, such as (without limitation) discounts, one-time or seasonal offers, vouchers, coupons or any type of benefit that may be offered to a certain segment of users, whether based on location, vertical, user’s identity or any other criteria.

1.39. “Territory” means the geographical location in which Partner may participate and pursue the Partner Activities listed in Section 3 below as assigned to Partner in the Partnership Platform.

1.40. “Term” means the duration of these Terms, commencing on the acceptance by Partner of these Terms and continuing for an unlimited period, until terminated in accordance with the terms herein.

1.41. “Tracking Mechanism” means any identifiable method that monday.com will provide or direct the Partner to use to register Prospective Customers in the Partnership Platform and track the Partner’s activity with regard to Prospective Customers. Tracking Mechanisms may include, without limitation, (i) deal registration procedure which may be provided to the Partner by monday.com, (ii) specific unique code(s) or tagged URL link(s) provided by monday.com; (iii) a tracking system for monday.com Sourced Leads; and/or (iv) the Partnership Platform.

2. The Program

These Terms govern Partner’s participation in monday.com’s global Solution Partner Program which are incorporated herein by reference, as may be amended from time to time by monday.com in its sole discretion (the “Program”).

3. Partner Activities

Subject to Partner’s acceptance to the Program and the provisions of these Terms, during the Term, Partner shall pursue the following activities:

3.1. Promotion of monday.com Services. Partner shall: (i) promote, market and solicit sales of the monday.com Services and assist monday.com in engaging Prospective Customers solely in the Territory assigned to Partner by monday.com; (ii) provide customer success services, cultivate and manage the customer relationship with Qualified Accounts in accordance with monday.com’s guidelines or policies, as may be amended from time to time; (iii) proactively engage Qualified Accounts and drive Expansions; (iv) if applicable to the Partner, facilitate payments by Signed Customers in accordance with the terms of Section 10.1 below; and (v) any other activities as agreed between the parties in writing (activities under sub-sections (i) through (v) are collectively “Customer-Facing Activities”). It is hereby clarified that although Partner shall be responsible for driving and managing the sales cycle required to finalize each Qualified Purchase or Expansion, the actual transaction for the Prospective Customer to purchase a monday.com Plan shall be finalized between the Prospective Customer and monday.com and Partner shall not be a party to any of monday.com’s terms and/or agreement with Signed Customers in connection with the monday.com Services (unless otherwise provided herein).

3.2. In addition to the Partner activities set forth in Section ‎3.1 above, Partner shall be entitled to participate in the following activities:

3.2.1. Sales and Partners Activities. Partner may perform any of the applicable Customer-Facing Activities in collaboration with monday.com’s designated sales team representatives (“monday.com Representative”) with respect to certain monday.com customers sourced by monday.com in connection with different types of sales opportunities (“S&P Opportunity”). Each type of S&P Opportunity will be classified in the Partnership Platform and will include all relevant details of the specific S&P Opportunity. Partner may accept or reject Partner’s participation in any S&P Opportunity. If Partner agrees to participate in the S&P Opportunity, it shall act in accordance with monday.com Representative’s instruction at all times throughout the sales cycle of the S&P Opportunity. Partner shall be entitled to the relevant Partner Commission in accordance with the terms of the Program only in the event that an S&P Opportunity results in the successful purchase of a monday.com Plan. The different types of S&P Opportunities and the Services Commissions Partner may be entitled to receive for each such S&P Opportunity is as set forth under the Program.

3.2.2. Professional Services. In order for Partner to provide monday.com customers with professional services in connection with the monday.com Services, Partner shall comply with the Professional Services Terms.

3.2.3. monday.com Marketplace Partner Terms. If Partner wishes to earn the Marketplace Commission by marketing and soliciting sales of applications on the monday.com Marketplace to monday.com customers, the provisions of the monday.com Marketplace Partner Terms shall apply and are hereby incorporated by reference into these Terms.

4. Enrollment and Administration of the Program

4.1. Enrollment to the Program. In order for a prospective partner to be accepted to the Program, it needs to both pass a due diligence process (as determined by monday.com) and accept these Terms. monday.com will evaluate the information provided by Partner and may notify the prospective partner of its acceptance to the Program or rejection at monday.com’s sole discretion, without the requirement of any explanation. Unless prospective partner received a clear notice from monday.com confirming its acceptance to the Program, it shall not be deemed to be part of the Program.

4.2. Program Communications and Monitoring. Partner hereby agrees that following Partner’s acceptance to the Program, monday.com may: (a) send from time to time to Partner emails and other communications regarding the Program, and (b) review and monitor Partner’s activity, including, without limitation, the Partner Site and Partner’s advertisements, to verify compliance with these Terms.

4.3. Administration of the Program. monday.com shall have full power, authority and discretion to (i) interpret the provisions and supervise the administration of the Program; (ii) prescribe, amend and rescind rules, policies and procedures relating to the Program; (iii) determine and change the terms of the Program concerning the different tiers, including tier requirements and Partner Commissions; (iv) to determine and change Partner’s tier classification under the Program; (v) to determine and change partner’s assigned Territory and (vi) to determine any other matter relating to the administration of the Program.

4.4. Certification. Each Partner Personnel, depending on the role and assigned duties, shall be required to successfully complete the relevant certification program managed by monday.com (the “Certification Program”), as may be updated from time to time by monday.com, and before Partner authorizes such Partner Personnel to perform any activities under these Terms. Partner and Partner Personnel shall be required to maintain and update its certification on a continuous basis, as may be required by monday.com from time to time.

4.5. Modifications. monday.com may modify any of the terms and conditions contained in these Terms (including all policies, agreements and terms and conditions incorporated herein by reference) and in the Program, at any time and in its sole discretion and may provide Partner notice thereof by e-mail or by any other means deemed fit by monday.com. In case of a material change, monday.com will provide Partner with 30 days prior written notice of such modification by e-mail.

4.6. Third Party Engagement. Partner may not engage any Affiliates, resellers, sub-contractors, other partners or any other third party in performing the Partner’s obligations under these Terms without monday.com’s prior written consent.

5. Tracking Mechanisms

Tracking Mechanisms. To permit accurate tracking, reporting, and accrual of Services Commission, monday.com will provide Partner with Tracking Mechanisms. In order to be eligible to receive Services Commissions, Partner must ensure that the Prospective Customers are assigned to Partner in the Partnership Platform and that each Qualified Purchase is properly ascribed to Partner through such Tracking Mechanism; provided however that monday.com may reject or approve such registration at its sole discretion. Partner shall use the Tracking Mechanisms according to monday.com’s instructions. Partner is not authorized to alter, modify or change any Tracking Mechanism. monday.com will not be held liable to Partner with respect to any failure by Partner to properly use the Tracking Mechanism, and other than due to monday.com’s willful misconduct, monday.com will not be responsible for errors which may occur in the tracking of transactions for any reason, including in case the Tracking Mechanism expires, is blocked or disabled. Alternatively, monday.com may authorize in writing to register a potential customer as a Partner Sourced Lead and Partner will follow monday.com’s instruction in this respect. It shall be clarified that nothing shall limit monday.com’s right to engage with a Prospective Customer or any customer under an S&P Opportunity following the expiration of the Eligibility Period in any way (directly or via other partners) and Partner will not have any claims against monday.com in this respect.

6. Partner Review; Removal of Accounts and/or Prospective Customers; Periodic Review

6.1. Partner Review. monday.com may, during the Term, review, examine and evaluate the Partner’s general activities and performance in connection with Partner’s portfolio of Prospective Customers and Qualified Accounts, including, without limitation, Partner’s engagement, involvement, traffic generation, Prospective Customers acquisition, Qualified Account management, Signed Customers support, Expansion sale performance and compliance with these Terms and the terms of the Program (the “Partner Review”). As part of the Partner Review, monday.com may set or change milestones and targets for the Partner.

6.2. Removal. If monday.com determines, in good faith, that the performance of Partner vis-à-vis, all or a portion of Partner’s Qualified Accounts, is not sufficient or does not meet the set expectations, monday.com may take certain measures at its discretion, including, without limitation, removing Qualified Account(s) from the Partner and transferring them to monday.com or to another partner (in which case the Partner shall assist with facilitating an orderly and smooth transition). Notwithstanding the foregoing, if practicable and feasible, monday.com shall first notify Partner of the circumstances giving rise to such measures and provide a cure period (if such is curable) as reasonably determined by monday.com, and if such is not cured then monday.com may continue with the foregoing. In addition, monday.com may remove a Prospective Customer or a Qualified Account from the Partner and transfer it to monday.com or to another partner in the following events: (i) upon the request and/or requirement of a Prospective Customer or a Signed Customer; and (ii) if Partner pursues a Prospective Lead or Signed Customer outside of Partner’s assigned Territory. For clarity, Partner shall not be entitled to any payment or compensation in case monday.com removes a Qualified Account from the Partner, however, Partner shall remain entitled only to payment of any earned Services Commissions due hereunder prior to the removal of the Qualified Account.

6.3. Periodic Review. Without derogating from the generality of the Partner Review, at the end of each calendar quarter and year, monday.com and Partner will perform a business review (“Periodic Review”), to review Partner’s performance during the relevant period, including Partner’s meeting the tiers requirements as set forth in the Program and Partner’s progress towards its annual goals as determined by monday.com. Based on the Periodic Review, monday.com may take any reasonable action with respect to Partner’s activities, including but not limited to reclassify Partner under a different tier level.

7. Additional Partner Responsibilities and Restrictions

7.1. Processing of Personal Data. In respect of the processing of Personal Data by Partner on behalf of monday.com, as a Processor (as such terms are defined in the DPA), the terms of the DPA shall apply.

7.2. Security. Partner shall maintain at least industry-standard technical and organizational measures for the protection of the security, confidentiality and integrity of its users and visitors’ data (including Prospective Customers) and content it possesses or processes (where applicable), including without limitation, personal data. The minimum technical and organizational measures required are as detailed under the Partner Security Terms which are incorporated herein by reference.

7.3. Consents. Partner shall obtain from all Prospective Customers all consents and approvals required in order to transfer to monday.com all data and information related to the Prospective Customers and to allow monday.com to use or process such data and information in accordance with monday.com’s Privacy Policy as an independent data controller (as further detailed in the Privacy Policy).

8. monday.com Responsibilities

8.1. Provision of monday.com Services. monday.com will provide the monday.com Services to the Signed Customers, in accordance with monday.com’s then current terms and policies governing the monday.com Services.

8.2. Payment Processing. monday.com (or any of its Affiliates) will process the payment under Qualified Purchases and Expansions. monday.com reserves the right to reject and approve transactions in accordance with its terms and policies.

8.3. Product Availability. monday.com may, in its sole discretion, without notice to Partner and without incurring any liability to Partner and/or Signed Customers, change, enhance or discontinue any feature of the monday.com Services. Partner agrees that monday.com has no obligation to provide Partner with advance notice of any changes in the monday.com Services. Where practicable, monday.com may elect to provide updates on changes to the monday.com Services, by providing notice by e-mail or by any other means deemed fit by monday.com.

8.4. monday.com Plans. monday.com may change the pricing of its Plans, policies and operating procedures at any time, consistent with applicable laws, without notice to Partner; however, where practicable monday.com shall use its commercially reasonable efforts to notify Partner of changes to the pricing, within a reasonable time of such change taking effect, either by providing notice by e-mail or by any other means deemed fit by monday.com. Partner must track such changes and reflect them in the Partner Site and in any other relevant marketing materials.

9. Partner Commission; Payment Terms

9.1. Entitlement to Partner Commissions. Partner shall be entitled to Partner Commissions during the relevant Payment Period for its activities hereunder in accordance with these Terms and the provisions of the Program. For the avoidance of doubt, payment of Partner Commissions to Partner shall be subject to collection by monday.com of the applicable amounts from Signed Customers.

9.2. Changes in the Program. In the event of a change in the Program, or in the event of Partner’s reclassification under a different tier level, any Partner Commissions earned prior to such change will be paid in accordance with the terms and conditions in effect prior to such change, unless otherwise communicated by monday.com to Partner by e-mail or by any other means deemed fit by monday.com.

9.3. Reporting. Within 14 days from the end of each calendar month, monday.com shall provide Partner with a monthly electronic report specifying the relevant Partner Commissions earned during the relevant month (the “Monthly Reports”), unless such information is available to Partner through the Partnership Platform. If Partner believes in good faith that there’s an error in a Monthly Report, Partner may contact monday.com within no later than one hundred and twenty (120) days after the end of the applicable month to contest the report. Invoices submitted by Partner shall correspond to the Monthly Reports. Invoices that do not correspond to the Monthly Report will not be paid by monday.com until amended by Partner to correspond with the Monthly Report. In case of any Deductions that took place after the Monthly Report was delivered, such Deductions shall be included in the next Monthly Report and deducted from next payment, accordingly.

9.4. Payment Terms. Subject to these Terms and specifically this Section 9, undisputed Partner Commissions shall be due and payable within 45 days from CPM’s approval (assuming the payment request was submitted in accordance with monday.com’s guidelines available to Partner as may be updated from time to time by monday.com in accordance with Section 4.3 above) at the currency selected by Partner during its onboarding process to become a Partner and following the receipt of a duly issued invoice from Partner, through wire transfer or any other method chosen by monday.com. Partner is responsible to provide monday.com with full and accurate details as required for it to remit the applicable Partner Commissions and Partner shall be solely liable for any delay in payment resulting from its failure to duly and timely provide monday.com with such details. If monday.com is using a third-party Partnership Platform to process payments, or other third-party payment processing service, additional terms may apply to such payments, and monday.com shall not be liable for any act or omission of such payment processor.

9.5. Partner Commission Claims. It shall be clarified that Partner shall only be able to claim undisputed Partner Commissions detailed under each Monthly Report within six (6) months from the date of such Monthly Report, unless Partner is able to provide monday.com with a reasonable explanation for the delay in claiming the Partner Commission. monday.com in its sole discretion will decide whether to accept such explanation and pay the delayed Partner Commission on a case by case basis.

9.6. Payment Threshold Amount. Notwithstanding anything in the foregoing to the contrary, in no event will monday.com be required to pay to a Partner any Service Commission unless and until the Payment Threshold Amount has been accumulated in Partner’s account. In the event that, in any given month, the Partner has failed to reach at least the Payment Threshold Amount by the end of a calendar month, any accumulated due Partner Commissions shall be carried over and added to the next month’s Partner Commissions, until the earlier of: (a) the month in which such Payment Threshold Amount is met; (b) June 30th of the respective year; or (c) December 31st of the respective year.

9.7. Payment for Assigned Accounts. In any event that Partner is assigned to perform applicable Partner Activities by monday.com to an existing Account, such Account shall be assigned to Partner in the Partnership Platform and the Account shall become a Qualified Account of Partner, provided however that Partner shall not be eligible to receive any initial or additional Services Commissions with respect to such assigned Qualified Account until Partner manages to execute an Expansion that results in an increase of the Annual Recurring Revenue associated with such Qualified Account beyond the Assigned Account Threshold.

9.8. Non-Qualified Purchase. In the event that during the Term, as a result of an Expansion achieved by the efforts of the Partner, the Account Threshold is reached for a Non-Qualified Purchase, then such Non-Qualified Purchase shall be reclassified as a Qualified Purchase, retroactively for the 6 months preceding such Expansion.

9.9. Fraudulent Activities. In the event that monday.com reasonably suspects fraudulent activity of any kind by Partner, including the misuse of any funds paid to Partner by monday.com in accordance with the terms of the Program, monday.com may (as applicable, depending on the circumstances) delay any payment hereunder to Partner to verify the relevant details and in the event that monday.com determines, at its reasonable discretion, that any Partner Commissions are arising out from a fraudulent activity or any funds transferred to Partner have been misused, it shall recalculate the amounts owed to Partner or offset from any amounts owed to Partner the misused or fraudulent funds accordingly. monday.com shall further have the right, in addition to any other right or remedy available to it under these Terms or applicable law, to render the Tracking Mechanism assigned to such Partner inoperative, and immediately block Partner’s access to the Partnership Platform and/or the monday.com Services, with no compensation to Partner.

9.10. Taxes and Costs. The Partner Commissions to which the Partner may be entitled hereunder shall be inclusive of all taxes (including value added tax, service tax, sales tax, where applicable), levies and/or other mandatory deductions (which may be deducted at source by monday.com). Partner is solely responsible for the payment of all taxes, costs and expenses applicable to, and/or arising from, the conduct of its business and any of its rights and obligations hereunder, including, without limitations, any transfer fees, marketing and promotion fees or any other costs relating to Partner’s performance of its obligations hereunder. In the event that monday.com is required to withhold any tax from any payment made to Partner hereunder, in accordance with applicable law, Partner hereby authorizes monday.com to make such tax withholding, as monday.com deems fit, at its discretion, to comply with applicable law.

9.11. Offset. If any excess payment has been made to the Partner or in the event that Partner owes any amount to monday.com, either hereunder or under any other agreement or obligation between the parties hereto, monday.com reserves the right to adjust or offset the excess amount against any subsequent fees payable to Partner hereunder or under any agreement between Partner and monday.com.
9.12. Entire Compensation. The Partner Commissions represent the entire compensation due to the Partner with respect to its participation in the Program pursuant to these Terms.
9.13. Qualified Account. The Partner Commissions are calculated solely with respect to the Qualified Account underlying the Qualified Purchase and applicable Expansions thereof, regardless of whether the Signed Customer made other purchases under other Accounts of the monday.com Services, for which Partner shall not be entitled to any fee or compensation whatsoever. In certain situations, as determined by monday.com, including but not limited to a merger or acquisition of a Signed Customer which results in the merger of a Qualified Account with other Accounts, monday.com shall have sole and absolute discretion with respect to such Qualified Account.

10. Billing and Collection; Fulfillment.

10.1. Billing and Collection. Notwithstanding anything to the contrary in these Terms, in certain limited circumstances monday.com, at its sole discretion, may agree in writing that the billing and collection from Signed Customer(s) will be handled by the Partner. The billing and collection services shall be provided by the Partner with diligence, ethics and care and Partner may not bill the Signed Customer for more than the amount owed to monday.com as set forth in the sales order issued by monday.com (the “SO”) for the respective monday.com Plan. In case the billing and collection are performed by Partner, Partner shall invoice the Signed Customer on monday.com’s behalf and shall receive all payments from the Signed Customer in trust for monday.com. Partner shall transfer to monday.com all amounts owed from such Signed Customer (whether or not actually paid by such Signed Customer) by a wire transfer, in US Dollars, without any set-off, withholding or deduction. Delinquent payments shall bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. It shall be clarified that Partner shall not be entitled to receive any due Partner Commissions under the Program until all amount owed to monday.com for such Qualified Purchase is paid to monday.com. The aforesaid shall not derogate from any other right or remedy to which monday.com may be entitled. Upon the transfer of any amount to monday.com, Partner shall report to monday.com such transfer with a detailed breakdown of the transferred amount. Partner shall not be entitled to any additional consideration or payment with respect to the billing and collection services, other than the Services Commission which shall be paid to Partner in accordance with and subject to Section ‎9 of these Terms. Upon termination or expiration of these Terms, or in case monday.com revokes its consent that Partner handle the billing of Signed Customer(s), Partner shall take any action necessary to affect the transfer of payment, including assigning the applicable purchase order to whoever monday.com instructs. Partner shall be responsible to ensure that Signed Customers are aware of their obligations to pay directly to monday.com or any other partner or third party designated by monday.com and immediately transfer to monday.com any amounts which may be received from the Signed Customer following termination or expiration of these Terms. monday.com shall be entitled to revoke its consent (to allow Partner to handle the billing and collection) at any time, and may handle billing and collection directly, in whole or in part, at its sole discretion (including retroactively with respect to payments still due).

10.2. Fulfillment. In the event that Partner accepts to participate in a Fulfilment Opportunity, it shall pay to monday.com the fees set forth in the SO and any and all applicable taxes related to such SO, which Fulfillment Customer would otherwise be responsible to pay in connection with such SO, according to the payment terms set forth in such SO. Partner will not bill Fulfillment Customer more than the amount owed to monday.com (as set forth in the SO) for the respective monday.com Plan. Delinquent payments shall bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. It shall be clarified that Partner shall not be entitled to receive any due Partner Commissions until all amount owed to monday.com for such Fulfillment Opportunity is paid to monday.com. The aforesaid shall not derogate from any other right or remedy to which monday.com may be entitled. Partner shall not be entitled to any additional consideration or payment with respect to the Fulfillment Opportunity, other than the Fulfillment Commission which shall be paid to Partner in accordance with and subject to Section ‎9 of these Terms.
10.3. Flow Down of monday.com Services Terms. In either event where Partner provides billing and collection services in accordance with Section ‎10.1 above or where Partner participates in a Fulfillment Opportunity in accordance with Section 10.2 above, the sale of the monday.com Plan by Partner to Signed Customer or Fulfillment Partner, as the case may be, will be done by written agreement directly between Partner and Signed Customer or Fulfillment Customer, as the case may be, under which Partner will flow down the terms of the SO and the terms of monday.com’s Terms of Service or any other agreement between monday.com and the Signed Customer or Fulfillment Customer, as the case may be (“monday.com Services Agreement”) and will ensure Signed Customer’s or Fulfillment Customer’s (as the case may be) acceptance of the monday.com Services Agreement. For clarity, Partner shall have no right in or to the monday.com Services purchased under the monday.com Plan or any use thereof in connection with performance of its obligations under Sections ‎10.1 and ‎10.2 above.

11. Termination of these Terms

11.1. Termination for Convenience. Either party may terminate these Terms effective upon 30 days prior written notice.

11.2. Termination by monday.com for Cause. monday.com may terminate these Terms: (a) if Partner is in material breach of these Terms that is capable of cure, and fails to cure such breach within 10 days following a written notice by monday.com, of such breach; (b) immediately upon written notice if the Partner is in material breach of these Terms and that breach is incapable of cure; (c) immediately upon written notice to Partner if: (i) a receiver or trustee is appointed for the Partner or its property; (ii) any proceedings are commenced by, for, or against the Partner under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of Partner’s debts; or (iii) Partner is liquidated or dissolved; (d) immediately upon written notice to Partner if Partner is subject to Change of Control; (e) immediately upon written notice to Partner if a competitor of monday.com becomes the beneficial owner, directly or indirectly, of any interest in the Partner; or (f) immediately upon written notice if Partner fails to duly transfer any payments owed to monday.com under Section 10 above. Partner shall notify monday.com in writing to the occurrence of any of the events mentioned in sub-Sections (c)-(e) above.

11.3. Termination by monday.com for Unsuitable Activity. If the Partner Site or any activity performed by Partner is reasonably determined by monday.com to be unsuitable for the Program or otherwise not in compliance with monday.com’s policies, guidelines and instructions, or damaging to monday.com’s reputation or having engaged illegal, unethical or fraudulent activity of any kind, monday.com may terminate the Partner’s participation in the Program, at any time, immediately upon written notice. Unsuitable activity may include, activities related to illegal, offensive, abusing, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, including without limitation, sites or activities that: promote violence; promote gambling; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to Infringe monday.com’s or any third party’s intellectual property rights, or are directed towards children under 13 years of age.

11.4. Effect of Termination. Upon termination or expiration of these Terms: (i) all rights and obligations of the parties shall cease (including, Partner’s participation in the Program and the License under Section 17.2), except as set forth herein; (ii) subject to Section ‎11.5 hereunder, monday.com shall pay Partner in accordance with these Terms, any unpaid Partner Commissions owed to Partner prior to the effective date of the termination or expiration of these Terms; (iii) Partner shall, at its own expense, return to monday.com all Confidential Information (as defined in Section ‎15.1 below) and any materials or any embodiments thereof provided by monday.com, as soon as practicable after the date of such termination or expiration, or upon request of monday.com, destroy such Confidential Information and provide a satisfactory evidence to that effect; (iv) Partner shall cease any activity with respect to the Program and these Terms, including without limitation, promptly removing and ceasing use of all Tracking Mechanisms, Ads (as defined in the Additional Marketing Provisions referenced under Section 17.4 below), monday.com Brands (as defined in Section ‎17.2 below), and all other materials provided by, or created by Partner in connection with, monday.com and will no longer present itself as an official certified Partner of monday.com; and (v) Partner shall fully cooperate with monday.com and assist monday.com in the smooth transfer of the relationship and communication with all Prospective Customers and Signed Customers to monday.com or to another partner, as monday.com shall determine in its sole discretion, in order to facilitate an orderly transition. In addition, Partner shall provide monday.com with all relevant information and documents requested by monday.com.

11.5. Effect of Termination for Cause. Notwithstanding Section ‎11.4 above, in the event of termination of these Terms and Partner’s participation in the Program, due to cause in accordance with Section ‎‎‎11.2 or ‎11.3 above, any and all Partner’s rights to receive the Partner Commissions hereunder shall be forfeited and relinquished, immediately, without prior notification, and the Partner will not be entitled to receive any unpaid Partner Commissions, regardless of whether such fees accrued during the Payment Period or not. Partner hereby expressly waives any claim or demand in this regard.

11.6. Survival. The applicable 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, including but not limited to Sections ‎15 through ‎‎‎20.

12. Partner Representations and Warranties; General

12.1. Partner hereby represents and warrants as follows:

12.1.1. It is either a legal entity, or to the extent it is an individual, then they are over the age of 18 and in all respects, Partner is qualified and competent to enter into these Terms. If the Partner is a legal entity, the Partner is duly organized, validly existing and in good standing under any applicable laws;

12.1.2. It will perform its obligations under these Terms, including but not limited to the activities set under Section ‎3 above, in a professional manner, with expertise, high skill and care consistent with good industry standards and in accordance with monday.com’s instructions and expectations as communicated to Partner on an ongoing basis, including in the Periodic Reviews. In addition, during the Term and in connection with Partner’s performance hereunder, Partner shall abide by such obligations as set forth in the monday.com Vendor Code of Conduct;

12.1.3. It is free to enter into these Terms, and the performance hereof will not breach any agreement, permit or any other binding instrument by which it is bound, and it shall comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority which are or become applicable to Partner, in conducting its activities hereunder, including, without limitation, Export Controls, Anti-Bribery Laws, Data Protection Laws and any applicable antitrust and competition laws, and shall not, by act or omission place monday.com in violation of any of the foregoing;

12.1.4. It will not pay, promise, authorize, or offer anything of value, directly or indirectly, to any person, including any government official: (a) to improperly influence any act or decision; (b) to induce a government official to do or omit to do any act in violation of a lawful duty; (c) to improperly induce a government official to influence the act or decision of a government entity; (d) to secure any improper business advantage; (e) to improperly obtain or retain business in any way related to these Terms; or (f) that would otherwise constitute a bribe, kickback, violation of any Anti-Bribery Law, or other improper or illegal payment or benefit in any way related to these Terms or monday.com;

12.1.5. It will not make any unauthorized, false, misleading or illegal statements in connection with these Terms and/or the Program, monday.com or regarding the monday.com Services;

12.1.6. It will make no representations, warranties or guarantees with respect to the specifications, terms, features or capabilities of the monday.com Services or otherwise relating to monday.com and any of its products and services, that are inconsistent with the representations agreed upon under these Terms;

12.1.7. It will not engage in, and will not solicit, accept, or maintain any Prospective Customer or Signed Customer who engages in, illegal or deceptive trade practices or any other behavior prohibited by these Terms and/or by monday.com’s Terms of Service;

12.1.8. It obtained and maintains all licenses, permits, approvals and other permissions (of whatever nature) required to perform its obligations in accordance with these Terms, and by performing its obligations hereunder, it does not breach any other agreement to which Partner is a party, or violate any rights of any third parties (including, Signed Customers and Prospective Customers).

12.1.9. No Power to Bind. Notwithstanding anything to the contrary, Partner shall not have, nor shall it hold itself out as having, any right, power or authority to enter into an agreement, grant a promise, provide warranties or bind monday.com in any manner whatsoever.

12.1.10. Offering of Special Offers by monday.com. Partner acknowledges and understands that as part of monday.com’s relationship with its customers, including Prospective Customers and Signed Customers, monday.com may, at any time (directly or indirectly), at its sole discretion, offer Special Offerings and such Special Offerings may affect the Services Commissions that Partner is eligible to earn. monday.com will use its commercially reasonable efforts to notify Partner in advance of any such offers.

12.1.11. Provision of Information. At all times during the Term, Partner shall cooperate with monday.com and will furnish to monday.com, upon request, complete, accurate and current reports or information, and copies of any documents, requested or required by monday.com to evaluate Partner’s compliance with these Terms.

12.1.12. Records and Audits. Partner will keep and maintain complete, up-to-date and accurate books, records and accounts relating to its activities hereunder and to its compliance with these Terms. During the Term and for a period of 3 years thereafter, not more frequently than twice a year, Partner will, upon receipt of reasonable prior notice from monday.com, give monday.com and/or the auditor(s) appointed by monday.com access, during normal business hours, to Partner’s books, records and accounts to the extent reasonably necessary to verify Partner’s continuing compliance with these Terms, including compliance with all applicable laws, rules and regulations. If the audit reveals a breach or non-compliance, then, without limiting monday.com’s other rights and remedies, Partner will promptly reimburse monday.com for the costs associated with such audit and shall immediately remedy such breach or non-compliance.

12.1.13. No Conflict. Partner shall, and shall ensure that Partner Personnel, avoid any conflict of interests with monday.com. If Partner and/or Partner Personnel become aware of any potential conflicts of interest, Partner and/or Partner Personnel shall disclose such conflict to monday.com immediately.

13. Relationship between the Parties

13.1. These Terms do not create employer-employee relationship between monday.com and the Partner, nor an agency, joint venture or partnership. Nothing contained in these Terms shall be constructed to mean that Partner acts as an agent or representative of monday.com, except as expressly provided under these Terms.

13.2. Partner represents and warrants that it makes, and shall continue to make, all payments, deductions and/or allocations for its own benefit and the benefit of any of Partner Personnel, according to any applicable law or contract, including without limitation, income tax, national insurance, travel expenses, severance pay and any compensation in the case of injury, and any payment by virtue of any law, collective agreements and/or expanding orders that apply or that shall apply during the Term. Partner undertakes that Partner and/or anyone on its behalf shall not claim, demand, sue or bring any cause of action against monday.com in connection with alleged employer-employee relations between Partner and monday.com or between Partner Personnel and monday.com and/or any right and/or payment that an employee is entitled to. Without prejudice to the generality of the aforesaid, it is hereby agreed that Partner and/or Partner Personnel shall not be entitled to receive from monday.com severance pay and/or any other payment and/or other consideration deriving from employer-employee relations and/or the termination thereof and/or any social benefits. Partner undertakes to indemnify monday.com immediately upon its first request, for any damages, costs or expenses incurred by monday.com with respect to any claim regarding an employee-employer relationship between monday.com and Partner and/or the Partner Personnel or any other person related to the Partner.

14. Partnership Platform

14.1. monday.com may use a cloud-based platform to manage the Program (including payments), whether facilitated by monday.com or by a third-party designated by monday.com (“Partnership Platform”). In such case, Partner may be required to create a user account in such Partnership Platform and accept its applicable policies, including terms of service and privacy policy (collectively, “Third-Party Policies”). Partner acknowledges that monday.com is not a party to such Third-Party Policies and is not and shall not be liable, in any way, for any liabilities arising from or in connection with such Third-Party Policies. Partner further acknowledges that monday.com shall not be responsible or liable for the performance of such Partnership Platform or for any act or omission whatsoever of the third-party provider of such Partnership Platform.

15. Confidentiality

15.1. All confidential information disclosed by a party hereto (the “Disclosing Party”) to the other Party (the “Receiving Party”) prior to or during the Term, which is identified as confidential information or which by its nature a party would reasonably understand to be confidential including without limitations, information concerning the monday.com Services and proposed new versions of the monday.com Services, the existence and content of these Terms, specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial information, memoranda, analyses, notes, legal documents, or other users’ personal identifiable information (PII) and protected health information (PHI) and other data and information of confidential nature, relating to the Disclosing Party and its business, whether in writing, orally or in any other form (together, “Confidential Information”). As between monday.com and Partner, the monday.com Services and any information, including Personal Data, relating to any monday.com Sourced Leads, Prospective Customers, Signed Customers, and any other customer or user of the monday.com Services, shall be deemed as Confidential Information owned by monday.com.

15.2. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of the Receiving Party; (ii) was received by the Receiving Party from a third party, or a third party hereafter furnishes to the Receiving Party free from confidentiality obligations; or (iii) the Receiving Party has independently developed without use of or reference to the Disclosing Party’s Confidential Information or breaching these Terms as demonstrated by written records.

15.3. If the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party, to the extent legally permissible, shall make best efforts to provide prompt 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, and shall assist the Disclosing Party, at the Disclosing Party’s request, in any such attempt. In such event, the Receiving Party will furnish only that portion of the Confidential Information which is legally required.

15.4. Receiving Party shall hold the Confidential Information in strict confidence and treat it with, at least, the same degree of care that it affords its own information of similar importance, and in no event, less than reasonable care. Receiving Party will not use the Confidential Information and will not make any copies thereof on any type of media, except in performance of its obligations hereunder or as otherwise expressly permitted in these Terms. Receiving Party shall take all required precautions and safeguards to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information to third parties. The Receiving Party will not disclose, publish, or disseminate Confidential Information to any third party in any way, without the Disclosing Party’s prior written consent, other than to those its employees and consultants with a need to know such Confidential Information in connection with the performance of Receiving Party’s obligations hereunder, and Receiving Party shall ensure that such Receiving Party’s employees and consultants fully perform the duties and obligations hereunder. The Receiving Party shall remain liable at all times for any acts and/or omissions of its employees and consultants with respect to the Disclosing Party’s Confidential Information.

15.5. In the event of a breach of any of the provisions of this Section ‎15, the Receiving Party agrees that there may be no adequate remedy at law, and accordingly the Disclosing Party, in addition to any other available legal or equitable remedies, is entitled to seek for an injunctive relief against such breach, without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith.

15.6. At the written request of the Disclosing Party, any and all Confidential Information and any copies thereof, shall be immediately returned by the Receiving Party to the Disclosing Party and Receiving Party shall erase any Confidential Information stored on any electronic device, provided, however, that each Party shall be able to retain such copies in accordance with its electronic back-up and archival procedures (subject to confidentiality obligations). The obligations under this Section ‎15 shall survive expiration or termination of these Terms.

16. Non-Competition; Non-Solicitation

Partner agrees that during the Term and until 6 months after the Term, Partner will not, directly or indirectly: (a) refer a Prospective Customer or a Signed Customer to a competitor of monday.com; (b) canvass, solicit, or endeavor to entice from monday.com, any person or entity who was a Prospective Customer at the end of the Term or which was a Signed Customer at any time during the Term ; and/or (c) disparage monday.com or its products and services. The foregoing shall not restrict Partner from engaging with such vendors that provide products or services similar to those offered by monday.com in its ordinary course of business; provided that Partner makes every effort to promote and present monday.com in the best possible way that maximizes monday.com’s product capabilities and characteristics consistent with Partner’s responsibility to monday.com in accordance with these Terms, including its obligations of confidentiality.

17. Proprietary Rights; Marketing and Brand Guidelines

17.1. Ownership. Partner acknowledges that it obtains no ownership rights in, or any right or license to the monday.com Services or the monday.com Brands (as defined below) under these Terms. All right, title and interest in and to the monday.com Services and the monday.com Brands, including any and all intellectual property rights therein, shall at all times remain with monday.com. Partner shall not be entitled to use the monday.com Brands or other intellectual property rights of monday.com, other than in the manner expressly authorized by monday.com. In the event that Partner provides monday.com with suggestions and/or comments with respect to the monday.com Services and/or the Program (“Feedback”), such Feedback shall be the Property of monday.com and monday.com may use the Feedback at its discretion, without limitation, and without being obliged to make any payment or give credit to Partner.

17.2. License. Subject to the terms and conditions of these Terms, during the effective term of these Terms, monday.com grants Partner a limited, non-exclusive, non-sublicensable, non-transferable license for the territory designated to Partner by monday.com to use the monday.com corporate names, trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of monday.com, as used and/or secured by monday.com from time to time (the “monday.com Brands”), in accordance with the Brand Guidelines as may be updated by monday.com, from time to time, at its sole discretion (the “Brand Guidelines”) (collectively, the “License”). Partner may not use any of the Monday.com Brands, in any manner, other than as expressly permitted by the Brand Guidelines or approved in advance and in writing by monday.com. monday.com may revoke or limit any permission to use the monday.com Brands at monday.com’s sole discretion, and Partner shall cease any use of the monday.com Brands at monday.com’s request.

17.3. License Exclusions and Limits of Authority. Partner may not, without monday.com’s prior written consent, (i) market the monday.com Services under its own private label or any trademark other than the monday.com Brands, (ii) enter into any contract directly with Prospective Customers for any monday.com Plan or any Extension to a Qualified Account, or (iii) disseminate any printed material regarding the monday.com Plans and/or the monday.com Services.

17.4. Additional Marketing Provisions. Partner shall comply with the additional marketing provisions available under the Additional Marketing Terms for Partners which are incorporated herein by reference.

18. Indemnity

Partner will indemnify and hold harmless monday.com, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s fees) arising, directly or indirectly, in connection with: (a) Partner’s acts or omissions under these Terms, including, without limitation, any claim of a third party resulting from Partner’s acts or omissions; (b) Partner Site; (c) any disputes between Partner and any other party relating to these Terms or the participation in the Program; or (d) any breach or default hereunder.

19. Limitation of Liability

19.1. IN NO EVENT SHALL MONDAY.COM BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND WHETHER UNDER THESE TERMS, EVEN IF MONDAY.COM HAS BEEN ADVISED, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
19.2. EXCEPT FOR ANY PAYMENT OF THE PARTNER COMMISSIONS DUE HEREUNDER IN ACCORDANCE WITH THESE TERMS, IN NO EVENT SHALL MONDAY.COM’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEEDS THE AMOUNTS DUE TO PARTNER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

19.3. MONDAY.COM (AND EACH OF ITS LICENSORS): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET THE PARTNER’S OR ITS SIGNED CUSTOMERS’ REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED; AND (C) NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE.
20. Miscellaneous

20.1. Press Releases. Partner shall not publish any press releases or otherwise publicize, the existence or any of these Terms or Partner’s participation In the Program without the prior written consent of monday.com.

20.2. Reference. monday.com may use the Partner’s name and logo, and any marketing materials (including, without limitation case studies, testimonies, quotes conducted with customers of Partner), created by the Partner or by monday.com on its website, in its promotional materials and otherwise by public announcements, including but not limited to, earning statements and calls, shareholder materials and similar announcements, to state that Partner is engaged with monday.com under these Terms. In addition, monday.com is entitled to publish use cases and success stories based on its engagement with the Partner.

20.3. Entire Agreement. These Terms and any terms, Policies or Agreements incorporated in these Terms by reference set forth the entire agreements and understandings between the parties hereto relative to the subject matter contained herein and supersede all other agreements, oral and written, therefore made between the parties hereto, including any obligations, payments and/or rights related to Signed Customers as of the Effective Date. In case of a conflict between these Terms and specific terms incorporated in these Terms by reference, the terms of the specific terms shall prevail.

20.4. Notices. All notices, approvals and requests required hereunder, shall, except where specifically provided otherwise, be sent in writing to the party to whom notice is to be given, (a) by personal delivery; (b) by certified or registered mail (postage prepaid and return receipt requested); (c) by email, upon transmission and the earlier of (x) electronic confirmation of receipt; or (y) on the first business day following transmission or (d) posted to the Site. Whether delivered personally, by registered mail or by email, the date of receipt shall be deemed to be the day of such notice; or 24 hours after being posted to Site. Either party may designate a different address by notice to the other party, given in accordance herewith.

20.5. Waiver. Neither party’s failure to exercise any of its rights hereunder shall constitute or be deemed a waiver or forfeiture of any such rights.

20.6. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, PARTNER AND MONDAY.COM AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Partner and monday.com 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.

20.7. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law provisions. The courts of the city of Tel Aviv, Israel, shall have sole and exclusive jurisdiction and venue over any dispute related to these Terms and both parties hereby consent to such jurisdiction and venue.

20.8. Assignment. Partner shall not assign, mortgage, pledge or otherwise transfer, directly or indirectly, any of his rights and obligations under these Terms, except with monday.com’s prior written consent. monday.com may assign any of its rights and/or obligations hereunder at monday.com’s sole discretion.

Welcome to the monday.com Marketplace! The following monday.com Marketplace Listing Terms (“Terms”) between monday.com Ltd. (“monday.com”, “us”, “we” or “our”) and you, the owner and provider of an app, integration, a widget or any other solution available via the monday.com Marketplace (the “App”), either individually, or on behalf of your employer or any other legal entity (“you” or “your”), together with the monday.com Terms of Service, Developer Terms, and Privacy Policy, govern your submission to list the App on the monday.com Marketplace, making your App available to Users and/or listing the App on the monday.com Marketplace.  

You hereby accept these terms by either submitting an App, listing an App, offering solutions interoperable with our Service, or otherwise using the monday.com Marketplace or any part thereof, so please read them carefully before doing so, and  If you do not agree to these Terms, do not perform any of the above.. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the monday.com Terms of Service and the Developer Terms.

In case you accept these Terms on behalf of your employer or another entity, you hereby represent that (a) you have full legal authority to bind your employer, or the respective entity (as applicable); and (b) you read and understood these Terms, and you accept them on behalf of your employer or the respective entity (as applicable).

1. Listing

(a) Listing. monday.com may allow you to list your App on its Marketplace, provided you meet the Listing Conditions, which include the Marketplace criteria, requirements communicated through monday.com Services, documentation, or other electronic communications, and your App compliance with the monday.com Terms of Service, Developer Terms, and any other eligibility requirements set by monday.com (collectively, the “Listing Conditions”). The listing is subject to your ongoing compliance with the Listing Conditions monday.com maintains sole discretion to determine (1)  the features and operations of the monday.com Marketplace and (2) whether you meet the Listing Conditions all features and operations of the monday.com Marketplace. You acknowledge that monday.com has no obligation to promote, distribute, list or offer for sale your App, or to continue to do so.

(b) Your License to monday.com. You hereby grant to monday.com or any third party vendor designated by monday.com, a limited, free, worldwide, non-exclusive, and royalty-free license to (1) resell, distribute or make available your App to existing or potential Users, either directly or through our partners, with or without your App Materials (as defined below), and any excerpts made; (2) use, create excerpts and derivatives from, reformat, transmit, display and publicize the App Materials; (3)use the trade names, trademarks, service marks, logos, domain names or other brand features (Collectively: “Brand Features”) associated with you and your App for marketing or promotional purposes on or in connection with the Service, the monday.com Marketplace or your App; (4) use and reproduce your App and App Materials, in connection with any pre-listing or ongoing review of your App, which may include, without limitation, testing, scanning and evaluation for quality, security and privacy purposes; (5) use your App for our own business purposes internally, within the scope for which the App’s use is reasonably intended by any User. The licenses granted to monday.com herein shall extend beyond termination in accordance with Section 14 (Term and Termination) as required to maintain and protect our legitimate interests, for example to make the App available for existing subscriptions, to investigate Incidents, retain copies for legal and archival purposes, or to comply with applicable law.

2. Submission and Review

(a) Submitting your App for an App Review. You will submit your App and any update to the App or App Materials (as defined below) to our review team, together with the following information and materials: (1) App title, your full name, your employer(as applicable), an accurate App description, full contact information, support information, and any other information requested by monday.com; (2) graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with your App; (3) A video providing a short demo of your App; (4) complete and accurate answers to our app and security questionnaire; and (5) App Terms (as defined below) ((1)-(5) along with any further submitted information and materials, collectively, “App Materials”). You are responsible to provide accurate App Materials, and to update them promptly upon any change in the App Materials. We reserve the right to (i) request additional information, including insurance information, and may request that you carry certain levels of insurance and name monday.com as an additional insured party; and, to; (ii) approve or reject any App, at any time and at our sole discretion.

(b) No Implied Endorsement by monday.com. You acknowledge that the App review and/or approval by monday.com does not constitute an endorsement or guarantee of the App’s reliability and quality, nor does it constitute any obligation that the App won’t be deactivated, suspended or removed. In no event shall you state or imply that monday.com endorses, sponsors or guarantees your App. You remain solely responsible for your App and its quality, compliance with applicable laws and regulations, security, maintenance and support, regardless of acceptance to the monday.com Marketplace, or receipt of any certification, badge or any other acknowledgment, if granted; likewise, your undertakings, representations, liabilities, warranties and indemnities are not diminished by such review. You acknowledge that monday.com has no obligation to promote, distribute, list or offer for sale your App, or to continue to do so.

3. User Relationship.

monday.com is not and shall not be considered a party to the relationship between you and your App Users, and you shall not represent or imply otherwise. Your App terms together with your App privacy policy (“App Terms”) govern your relationship with your App Users. These App Terms must be consistent with these Terms. 

4. Pricing, Collection and Revenue Sharing.

(a) Pricing. You are entitled to charge a fee from your App Users for your App, as determined by you. monday.com reserves its right to start charging listing fees from you for use of the monday.com Marketplace, listing your App, or otherwise making your App available to Users (“Listing Fees”), upon a sixty (60) days notice to you.

(b) monday.com Billed Apps. 

(1) Your App may be billed by monday.com on your behalf (whether by itself or by using third party payment processors), which may include, billing your App Users , collection of payments or charges, processing cancellations and refunds, issuing invoices or other actions required to perform billing for the App  (“monday.com Billed Apps”). By listing your App as a monday.com Billed App, you hereby authorize monday.com (or any of its affiliated companies), to perform any such actions as required to perform billing for the App on your behalf.

(2) If you list your App as a monday.com Billed App, you will not use, offer or establish any alternative means of payment for your App, or any part of your App and shall ensure that all fees and charges payable by your App Users are billed and collected by monday.com.

(3) Payments collected by monday.com from your App Users on your behalf, shall be deemed as collected by you. Such payments will discharge the App User’s obligations to you with respect to those collected payments. monday.com does not assume any liability for ensuring any payment by the App User.

(d) Payment. 
(1) Following  the end of each calendar month, monday.com shall provide you with a written report on all Net App Revenues (as defined below) collected from Users on your behalf, which are past the Refund Period (as defined below). You will issue an invoice to monday.com based on the provided report, accounting for the deductions outlined below from any undisputed collected fees. 

(2) You will issue an invoice to monday.com based on the provided report as mentioned above, taking into account the deductions listed below from any undisputed collected fees. monday.com then (whether itself or through its payment processors) shall remit to you any undisputed collected fees, minus: (i) the Revenue Share (as defined below), if applicable, (ii) any processing, banking or other charges and costs incurred by monday.com in relation to processing and collecting of payments on your behalf; (iii) refunds; (iv) any payment deducted via a specific program you are part of, if any; and(v) any tax withholding amounts, if required by applicable law. Payments applicable for refund under the Refund Policy will be remitted to you in the following billing cycle, if not refunded to the User. 

(3) Payment for the invoices you provided in accordance with this Section, will be made in two billing cycles each month (“Payment Cycle”) and will be made to a bank account designated by you, however, monday.com reserves the right to alter the Payment Cycle by providing you with a prior notice. You must provide the invoice at least 15 days prior to a Payment Cycle. monday.com may withhold for investigation, or refuse to process, any of your transactions that monday.com suspects are fraudulent, unlawful or otherwise violates these Terms. In addition to the foregoing deductions, monday.com may also withhold, deduct, or offset any amounts payable by you to monday.com against any fees owed to you, including, but not limited to, refunds. It is clarified, that in case of termination of these Terms, monday.com shall not refund any paid or due Revenue Share, and no claim shall be raised against monday.com and/or anyone acting on its behalf in this regard.

(g) Apps Billed by Third Party Payment Processors. If your App was published on monday.com’s Marketplace prior to July 1, 2024 and billed via a third party payment processor(s) (“Third Party Billed App”), you shall provide monday.com with a Report detailing all App transactions and any additional information related to the transaction as may be required by monday.com. Based on such Report, monday.com shall provide you with an invoice for the required App Revenue Share, and you shall pay monday.com the Revenue Share no later than thirty (30) days from receipt of the invoice. It is your responsibility to provide us with the required Report and pay the Revenue Share in due time. Failure to uphold these obligations may result in the removal of your App. 

(h) Refund Policy. You will offer your App Users a refund policy allowing them to receive full refund when canceling their license, subscription or any other offering to your App within thirty (30) days of purchase of such offering (the “Refund Period”). monday.com shall have the right to approve cancellations of App purchases by Users and to refund such Users for the amounts paid by them to monday.com (or any part thereof), regardless of the  Refund Period, at its sole discretion.Where monday.com has provided a refund to a User after remitting fees to you, monday.com may offset such paid fees against any future payment that would be payable to you under these Terms. If you or monday.com provide a refund to a User after the Refund Period, monday.com will not refund you with the Revenue Share it has collected.

(i) Report. Upon monday.com’s request, or in case your App is a Third Party Billed App you will provide monday.com a monthly report, which will include full and comprehensive information regarding purchases made by Users, billing and collection (if made by yourself), and any other information which monday.com deems, as relevant to the relationship with between you and monday.com (“Report”).

(j) Revenue Share. Starting September 1, 2024, and so forth, monday.com collects a Revenue Share from the Net App Revenues (as defined below) of your Apps ( “Revenue Share”), at a proportion determined by monday.com at its sole discretion (“Revenue Share Rate”). monday.com may any time modify the Revenu Share mechanism, or Revenue Share Rate, the Revenue Share term, or any part thereof.

The term “Net App Revenues” shall mean the aggregate gross amounts actually paid by the App Users for the use, installation or upgrade of your applicable App, but excluding indirect taxes, if any.

(k) Taxes; Exchange Rate. You will be responsible for the payment of any and all taxes, including indirect taxes, assessments, fees and other governmental charges of any kind (collectively “Taxes”) applicable to the conduct of your business. monday.com is not responsible for determining whether any Taxes apply to any purchase of your App, and it is not responsible for remitting Taxes to any taxing authority for any such transaction, or for reporting any information (including the payment of Taxes). Despite the foregoing, where monday.com is  registered at a valid taxing authority, monday.com will collect Taxes, including indirect taxes, and will provide Users with a compliant tax invoice. All fees and payments payable by you to monday.com under these Terms, if any, are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes). Payments made by monday.com to you shall be inclusive of any non-Israeli indirect taxes (if any).  In the event that you are required by applicable law to withhold taxes imposed on you for any payment owed to monday.com, the amounts due to monday.com shall be increased by the amount necessary so that monday.com receives an amount equal to the sum it would have received had you not made any withholding. The payments made by monday.com to you shall be subject to any applicable withholding tax obligations (if any). If an App price is displayed and/or if transactions for the App are performed in any currency other than U.S. Dollars, monday.com will have the sole discretion to determine the exchange rate applicable to the App and offset off any exchange rate costs incurred by monday.com as result of payment in any non U.S. Dollar currency.

(l) Records and Inspection. You must keep accurate books of accounts and records covering all transactions with Users.monday.com will have the right, once every calendar year,  or in additional instances if it is required to maintain its legitimate interests, to examine said books of account and records and all other documents and materials in your possession or under your control, and to verify the accuracy of all amounts owed by you to monday.com. Any such inspection shall be at monday.com’s expense unless such inspection reveals a discrepancy of five percent (5%) or more, in which event you will bear monday.com’s examination expenses, including, without limitation, all accounting, auditing and legal fees and costs, in addition to paying monday.com all additional amounts owed. 

5. Use of monday.com Brands.

(a) Permitted Use. You may use monday.com trademarks, logos, designs, badges and other creative material provided to you by monday.com (“monday.com Brands”) solely for displaying and offering your App on the Marketplace and promoting it to Users. Any of such uses shall be in accordance with the Brand Guidelines and the App Listing Guidelines as may be updated by monday.com, from time to time, at its sole discretion (“Brand Guidelines”). You may not use or display monday.com Brands other than in compliance with these guidelines and these Terms. Any other use or display of monday.com Brands requires prior written consent from monday.com.

(b) Restrictions. You may not: (i) use and/or incorporate monday.com Brands, or any variations, misspellings, or distinctive monday.com brand features thereof in your business name, logo, branding, advertising, social media, or domain names (including top-level domains, sub-domains, and URLs), including App names, without express written permission from monday.com; (ii) use monday.com Brands in a way may create a false association between you and monday.com; (iii) bid on or otherwise compete with monday.com Brands in marketing channels such as Google Ads, Facebook Ads, or YouTube Ads, unless expressly approved in advance by monday.com; and (iv) register, apply to register or purchase, any domain names that use any monday.com Brand or any variations or misspellings thereof that may be deceptively or confusingly similar to monday.com Brand.

6. User Support.

You shall provide your App Users support for your App at least via email support. You will maintain accurate contact information for App support and clearly define and publish the scope of your support on your App Marketplace listing webpage and on any other applicable App webpages  accessible to Users. At minimum, you agree to respond within 2 business days of a request, support tickets or inquiry from a User or from monday.com, and you shall respond promptly to requests identified as urgent issues either by monday.com or Users. You are exclusively responsible and liable for the support and maintenance of your App. monday.com does not provide support for your App. Your failure to provide timely support may result in the removal or suspension of your App from the Marketplace.

7. Updates to your App.

You are responsible for maintaining and updating your App, and to regularly submit App updates to maintain the App functioning. Upon our reasonable request, you will fix bugs and resolve customer issues that require App updates. Updates must not significantly change the App’s characteristics or functionalities as initially reviewed and approved by monday.com, unless you informed prior to making such significant changes and submitted the changes for our review. Your App must continue to meet the applicable standards and requirements set forth by monday.com, including as detailed in our documentation, after you updated the App. You must provide prior notice to App Users of any updates that may affect their use of the App or subscription costs. Failure to comply with these obligations may result in the suspension or removal of your App from the Marketplace.

8. Your Representations and Warranties.

You represent, warrant and covenant that:

(a) You  will provide to your Users App Terms which will govern your relationship and be compliant with applicable laws and regulations. 

(b) You are aware and agree that monday.com does not and will not have any responsibility or liability related to your or your App Users’ compliance or non-compliance under your App Terms.

(b) You are of legal age and have the right, power, and authority to enter into and fully perform the undertakings herein;

(c) The name of the individual or legal entity that is identified in the App Materials (as hereinafter defined) is the correct legal name of the App developer and owner.

(d)  You hereby undertake to consistently display the name of the legal entity which owns the App, and provides and offers the App to Users across all communications in connection with the App, including without limitations, your App Terms, App listing webpage, OAuth page, etc.;

(e) You have obtained the rights necessary for the exercise of all rights granted hereunder in relation to the App, and you will be solely responsible for and will pay any licensors any royalties or other liabilities related to such App and App Materials;

(f) monday.com’s use or promotion of your App and App Materials, including listing, publishing, or exercising any rights granted under these Terms, will not subject monday.com to liability or cause it to violate any third-party rights, agreements, source code restrictions, or any other rights, including but not limited to privacy rights, intellectual property rights, or open source licenses..

(g) You will not access or use in any unauthorized manner monday.com’s API, SDK, monday.com Services, or monday.com’s, Users Data (as defined below).

(h) You will perform your obligations under these Terms, in a professional manner.

(i) You are solely responsible and liable for all aspects of the operation of your App. This includes, but is not limited to, the maintenance, support, and security of the App.

(j) You will comply with monday.com’s instructions in any event of suspected data access or security event, including any unauthorized access, acquisition, use, disclosure, modification, or destruction of User Data (as defined below) whether intentional or accidental, a security vulnerability or compromise of your App, or an issue that materially degrades monday.com’s systems or networks.

(k) Your App Materials accurately and fully reflect your App’s characteristics and functionalities. Any discrepancies between the App Materials and the actual performance or functionality of your App may result in corrective actions by monday.com, including suspension or removal of your App.

(l) You will not publish any content or material that may be considered defamatory or reflect any person or business negatively, including but not limited to monday.com and/or its Users.

(m) Your App shall comply with all security requirements, including as specified in the developer documentation, which may be updated from time to time.

(n) Your App must comply with all relevant service limitations, including, but not limited to, any restrictions on service calls, API, and SDK usage as specified in the applicable documentation.

9. Ownership.

monday.com retains ownership of the Marketplace, monday.com Brands, including all intellectual property rights therein and reserves all rights not expressly granted to you in these Terms. As between you and monday.com, you retain all right, title and interest in and to the App and App Materials that you deliver to monday.com, excluding monday.com Materials and any other technology or materials used, integrated or otherwise interfaces with your App, which shall remain solely owned by monday.com.

10. Disputes

You understand and acknowledge that monday.com is and shall not take part in any dispute that may arise between you and Third Parties, including such that offer Apps on the monday.com Marketplace. Furthermore, monday.com is under no obligation to take any actions or measures concerning App developers or Apps based on your claims, contentions, or complaints. Should monday.com receive a third-party claim regarding your App, and the claim was forwarded to you either by monday.com or by any third party, you will respond directly to such claim without undue delay.

11. Submissions by You are Non-Confidential; Free Operation of monday.com.

We are continually developing our offers, directly and through our partners and vendors. You understand and agree that we may develop similar functionality to your App or make competing offers, and your participation in the Marketplace will not impose any limitation on monday.com and its partners. The information you provide to monday.com is not deemed confidential, and you should not deliver information to monday.com that you wish to be protected from use or disclosure. An exception to that is your source code, if you provide it to monday.com or to the extent we retrieve it as part of review of your App (e.g. by reverse engineering).

12. Data, Privacy

(a) Collection of User Data. You are responsible for obtaining all necessary permissions and consents from your App Users regarding any access, collection, storage, transmission, use, disclosure, sharing, or other processing of any Customer Data, or any other data provided by Users or collected by you or the App (“User Data”). If you and/or your App collect User Data, such collection must be for specified, explicit, and legitimate purposes. You must provide App Users with a clear statement regarding these uses. 

(b) Data Access and Handling. You warrant that you shall not, without App Users’ consent or unless required by applicable law: (i) access any User Data unless necessary to perform the functions of the App or provide support to App Users; (ii) share User Data with third parties; or (iii) make any modifications to User Data, without the Users’ express consent. monday.com shall not be liable for, nor responsible in connection with, User Data processed, used, shared, or transferred by you or your App. 

(c) Privacy Policy. As part of your App Terms, you must provide a clear privacy policy for your App Users, detailing the collection and use of any User Data, communication, disclosure, storage location, and any other relevant information as required by applicable law. In the event of changes to your privacy policy, you must promptly notify App Users and monday.com of any changes. It is your responsibility to ensure that the privacy policy remains clear, complete, and up-to-date in accordance with evolving legal obligations and industry standards. This privacy policy must be submitted as part of the App review process. 

(d) User Requests. You will comply with App User requests to access, export, anonymize, or delete User Data, in accordance with applicable law.

(e) Deletion of App User Data.  Upon termination or deprecation of your App, termination by your App Users, or at the end of the Wind Down Period, you shall delete all User Data within thirty (30) days, except where retention is required by law or you have obtained clear express and, written consent from Users to retain User Data for a longer period.

(f) Data Incident. In the event of a data incident, you agree to follow all instructions provided by monday.com, including as outlined in the Developer Terms.

13. monday.com Partner Programs. 

(a) monday.com offers various programs, which may provide certain benefits and/or, certifications based on your eligibility to a certain program and program tier (“App Programs”, “Program Tiers” and “Program Benefits” respectively), including, as outlined in monday.com Programs documentation available here. Your eligibility to participate in any App Program, is subject to monday.com sole discretion. monday.com reserves the right to  modify any criteria and implement additional requirements as needed.

(b) Some App Programs offered by monday.com may be subject to additional terms specific to such programs, therein as identified in the relevant program when enabling or joining such programs and/or as designated and available on the in each specific program terms. By enabling, joining and/or using, any such App Program shall be subject to their specific program terms, such as Partner Distribution Program Terms and Conditions. You agree and acknowledge that such terms are binding and governing your use of such App Program. 

(c) You represent and warrant that all information you provide to monday.com to participate in an App Program will be accurate and complete. monday.com may disclose such information to end users and other third parties in connection with managing the App Programs and the Marketplace.

(d) As part of your participation in an App Program, you may receive an accompanying badge or other related marketing assets (“Program Assets”). Your use of such Program Assets must comply with the accompanying documentation, which may be updated from time to time. You must not misuse the Program Assets or use them in a manner that is misleading to users. You acknowledge that monday.com reserves the right to flag, revoke, or downgrade any App Program certification, approval, or badge at any time. This action may be taken based on user complaints, your failure to meet App Program standards, misuse of Program Assets, non-compliance with monday.com policies or Marketplace documentation, or at monday.com’s sole discretion. Furthermore, monday.com may rebrand, modify, or discontinue any App Program, Program Benefits, and Program Assets at any time.

14. Term, Termination, Suspension.

(a) Term. These Terms enter into force as part of the submission of your App, and remain effective until terminated by either you or monday.com. 

(b) Termination by You. You may terminate these Terms by providing a 30 day written notice to monday.com. 

(c) Termination by monday.com. monday.com may, at its sole discretion, terminate these Terms: (i) for any reason by providing you with thirty (30) days’ notice of such termination; or (ii) Immediately If monday.com determines that you have breached any part of these Terms of any agreement between you and monday.com, or that your App may interfere with the legitimate interests of monday.com or its Customers.

(d) monday.com may, at its sole discretion, and without notice suspend: (a) your and your App’s access to the Marketplace, API, SDK, monday code or Services; (b) all licenses or permissions granted hereunder; or (c) any agreement with you. Any suspension may become permanent and result in termination.

(d) Effect of Termination. Upon termination, and except as required to maintain the App for existing Users during the Wind Down Period, all licenses, rights or permissions granted hereunder will terminate. Sections ‎1‎(c) (and the terms referred to therein), 4 (Pricing, Collection and Revenue Share), ‎6 (User Support), ‎8 (Your Representations and Warranties), ‎9 (Ownership), 10 (Disputes), 15 (Limitation of Liability), 16 (Indemnity) and 17 (Confidentiality), 21 (Deprecation and Termination of an App) will survive termination of these Terms as well as the Wind Down Period. Any applicable sections under these Terms will continue to be in effect during the Wind Down Period.

15. Limitation of Liability.

EXCEPT FOR BREACH OF YOUR INDEMNITY OBLIGATIONS UNDER SECTION 16, BREACH OF SECTIONS 8 (YOUR REPRESENTATIONS AND WARRANTIES), OR SECTION 17 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR WITH THE USE OF THE monday.com MARKETPLACE, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FOR DAMAGES ARISING FROM monday.com BILLED APPS, monday.com’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS OR IN CONNECTION WITH THE monday.com MARKETPLACE, WILL BE LIMITED TO AND WILL NOT EXCEED THE TOTAL AMOUNT OF THE NET APP REVENUES MINUS THE TOTAL AMOUNT OF REVENUE SHARE THAT monday.com PAID YOU, IN THE COURSE OF TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION. FOR DAMAGES ARISING FROM ANY OTHER REASON, INCLUDING DAMAGES ARISING FROM THIRD PARTY BILLED APPS OR NON-PAID APPS, monday.com’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS OR IN CONNECTION WITH THE monday.com MARKETPLACE, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS.

16. Indemnity.

You agree to defend, indemnify, and hold monday.com harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorney fees and court costs), as incurred, arising out of or resulting from any third-party claim, action, or proceeding brought against monday.com (any “Claim”) arising from your App, App Materials, or use of the monday.com Marketplace or any service provided by monday.com under these Terms, including without limitations, for any alleged infringement, violation, misappropriation of any third party right (e.g. intellectual property rights and privacy rights), your breach of these Terms breach of your representation and warranties, breach of your Wind Down period obligations or any security incident caused by you or your App. Upon receiving a Claim, monday.com shall provide written notice to you and allow you to assume control over the defense and/or settlement of the Claim, provided that monday.com reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of the Claim.

17. Confidentiality.

(a) Any Confidential Information (as defined below) disclosed by monday.com to you, as a result of your use of the monday.com Marketplace, submission of an App to be listed in the monday.com Marketplace, or your relationship with monday.com in connection with the monday.com Marketplace, may be used by you solely for the purpose(s) of performing your obligations under these Terms or provision of your App or related services to Users. You shall keep such Confidential Information in strict confidence and shall only disclose such information to your personnel who require access to such Confidential Information to perform your obligations under these Terms. 

“Confidential Information” of monday.com shall mean any proprietary or nonpublic business, marketing, technical, or personal information, marked as confidential or that you should reasonably understand to be confidential, including, but not limited to (i) information in relation to the monday.com Marketplace, Service or Users; (ii) information of Apps listed in the monday.com Marketplace; (iii) User contact information and usage information; and (iv) technical information and product plans. Confidential Information shall not include information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, without breach of obligation to monday.com or anyone else. You agree not to disclose monday.com’s confidential information to any third party and to use all reasonable efforts to maintain the confidentiality of monday.com’s Confidential Information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar importance.

(b) You acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. Accordingly, we may seek an immediate injunction against any breach or threatened breach of this Section 17 (Confidentiality), and have the right to pursue any and all rights and remedies available.

(c) monday.com may request that you delete and/or destroy its Confidential Information, and following receipt of such a request, you shall promptly confirm to monday.com in writing that you have done so.

(d) monday.com shall keep the confidentiality of any information you provide to monday.com and which is designated in writing by you as confidential at the time of its provision to monday.com.

17. Disclaimer.

The monday.com Marketplace, service or any feature related thereto are provided “as is”, “with all faults” and “as available” without guarantee of any kind. monday.com expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose and noninfringement.

18. Modification.

monday.com may modify the terms of these Terms, at any time and in its sole discretion. Notice of any change by email, to your address as provided to monday.com, or the posting of a change notice, or a new agreement on the monday.com website, shall be considered sufficient notice to you of a modification to these Terms. If any modification of these Terms is unacceptable to you, your sole recourse will be to terminate these Terms in accordance with Section 14 (Term and Termination) above. Your use of the monday.com Marketplace after receiving such notice will constitute your acceptance of the modifications.

19. Governing Law and Jurisdiction.

These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Israel without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Tel Aviv-Jaffa, Israel, will 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 this Terms.

20. Deprecation of an App and Wind Down Period .

(a) Wind Down Period. All User licenses and subscriptions, including any related support or maintenance, will survive termination or expiration of these Terms (“Wind Down Period”). During Wind Down Period, you are required to maintain the necessary infrastructure and support to ensure uninterrupted access and usability of the App, and will continue to make your App available for access, download, re-download, and reinstallation by existing App Users for the remaining duration of their subscriptions. monday.com reserves the right, at its sole discretion, to forgo the Wind Down Period, in which case you shall promptly comply with any directives issued by monday.com regarding the cessation of your App availability and User support.

(b) Failure to complete the Wind Down Period. If you fail to complete the Wind Down Period as required, or if users are unable to access the App or related services during their subscription period, you shall be responsible for providing refunds to affected Users. Refunds shall be calculated on at least a pro-rata basis for the remaining duration of the User’s subscription. monday.com reserves the right to issue refunds directly to Users and deduct or charge the corresponding amounts from any payments due to you. Additionally, you shall indemnify and hold monday.com harmless from any claims, damages, or losses resulting from your failure to complete the Wind Down Period.

(c) Notice to App Users. In case of termination and/or depreciation of your App, you shall provide a prompt notice to your App Users regarding such termination and/or deprecation. You are solely responsible to inform your App Users of our right to discontinue the App, at any time, with or without notice.

We’ve refined the language in the Marketplace Listing Terms to clarify your responsibilities and rights, especially around app listing, revenue share, user privacy, and using monday.com’s brand assets. These updates aim to make the terms easier to understand and follow, so please review them thoroughly to see how they may impact your app.

What is the new revenue share model, and how will it affect my app earnings? 

Starting September 1, 2024, monday.com will charge a percentage of applicable apps earnings as outlined in our documentation. Revenue share will be deducted from payments received from Users for your App along with other applicable fees and taxes before payment to you. If your app is using a third-party payment processor (applicable for apps which were listed before July 1, 2024), you’ll need to report your app earnings and related information to monday.com.

What happens if my app is deprecated, and what are my responsibilities during the Wind-Down Period? 

If your app is deprecated, you must continue to support existing subscriptions during the Wind-Down Period. This includes keeping the app functional, providing updates. You must also keep your app Users informed of the deprecation of your app and offer support during the Wind-Down Period.

What are my responsibilities regarding user privacy and data handling in the Marketplace? 

You must ensure your app complies with privacy laws, obtain User consent for collecting User data and you must provide Users with options to access, delete, or export their data. You must provide your Users with App Terms, including a clear privacy policy. In case of a data breach, you must inform us and follow our guidance.

How can I use monday.com’s brands with my app? 

You can use monday.com’s logos and trademarks to promote your app, but only in accordance with monday.com instructions and monday.com brand guidelines. Avoid suggesting an official partnership unless approved. Misuse of monday.com’s assets could result in your app being removed from the Marketplace.