Marketplace listings Terms - monday.com Legal Portal

·Home Marketplace & developers Last Updated: August 28, 2024

·Marketplace listings Terms

·Last Updated: August 28, 2024

·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).

11. 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.

22. 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.

33. 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.

44. 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 Revenue 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.

55. 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.

66. 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.

77. 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.

88. 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.

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

·(d) 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.

·(e) 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.;

·(f) 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;

·(g) 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.

·(h) 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).

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

·(j) 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.

·(k) 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.

·(l) 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.

·(m) 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.

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

·(o) 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.

99. 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.

1010. 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.

1111. 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).

1212. 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.

1313. 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.

1414. 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.

1515. 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.

1616. 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.

1717. 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.

1717. 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 non infringement.

1818. 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.

1919. 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.

2020. 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.