Additional Services Terms
The terms and conditions of these monday.com Additional Services Terms (“AS Terms”) form part of the monday.com Terms of Service (“Terms”), or other agreement governing the use of monday.com’s services (collectively with the Terms, the “Agreement”) entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, “your” or “Customer”), and monday.com Ltd. (“monday.com”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the provision of additional services which may include: onboarding services (“Onboarding Services”), consulting services (“Consulting Services”), technical services (“Technical Services”) and/or such other additional ancillary services, as described herein (the Onboarding Services, Consulting Services Technical Services and such additional ancillary services shall be collectively referred to as the “Additional Services”).
Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.
By purchasing, receiving and/or using the Additional Services, Customer accepts these AS Terms, and you represent and warrant that you have full authority to bind the Customer to these AS Terms.
In the event of any conflict between certain provisions of these AS Terms and the provisions of the Agreement, the provisions of the AS Terms shall prevail over the conflicting provisions of the Agreement solely with respect to the provision of the Additional Services.
1. The Additional Services.
1.1. Subject to these AS Terms, monday.com may provide the following Additional Services, as set forth in an Order Form or a mutually agreed statement of work between the parties (“SOW”):
1.1.1 Onboarding Services. monday.com may provide Customer with Onboarding Services to help Customer set up its Account.
1.1.2. Consulting Services. monday.com may provide Customer with the Consulting Services to assist Customer to optimize its use of the Services.
1.1.3. Technical Services. monday.com may provide Customer certain Technical Services related to the Services, the scope and services to be provided in connection with the Technical Services to be mutually agreed between the parties.
1.1.4. Other Additional Services. monday.com may provide Customer with any such other Additional Services, including but not limited to, implementation services and/or professional services, which are provided as ancillary services to assist with the management, support and/or implementation of the Services, including service packages for such additional services.
1.2. Unless otherwise agreed in writing, the Additional Services will be performed remotely by monday.com or third party providers on our behalf, and accordingly, such third parties shall be considered sub-processors of monday.com for the purpose of performing such Additional Services for Customer.
1.3. The Additional Services will be available to Customer for such period set forth in the Order Form or SOW (“AS Term”).
1.4. Certain Additional Services may have additional supplemental terms as identified by monday.com in an Order Form, SOW or applicable service offering documentation, which shall apply to the performance and use of such Additional Services.
2. Consideration.
The fees for the Additional Services (“AS Fees”) and the payment terms shall be set forth in the Order Form or SOW. The AS Fees are non-refundable and non-cancellable.
3. Intellectual Property.
monday.com owns and retains all rights, title and interest in any work product created by monday.com resulting from provision of the Additional Services, including, without limitation, reports and training materials, but excluding any Customer Data contained therein (collectively, “Work Products”). Upon Customer’s payment of all AS Fees, monday.com grants the Customer a limited, worldwide, non-exclusive, non-sublicensable and non-transferable license to use, reproduce and display the Work Products solely for the Customer’s internal business purposes for as long as Customer holds a Subscription to the Services. For clarity, all Work Product is considered monday.com Materials and is based on monday.com’s pre-existing intellectual property. monday.com reserves all rights not expressly granted herein to the Work Products.
4. Term and Termination.
These AS Terms shall terminate upon the termination or expiration of the Agreement.
5. General.
5.1. The Terms, to the extent applicable, shall apply to the Additional Services and are incorporated herein by reference, mutatis mutandis, which for clarity includes but is not limited to the following sections as applicable to Customer: Section 1.3 (No Contingency on Future Releases and Improvements); Section 5.3 (Your Access and Use Rights); Section 5.4 (Use Restrictions); Section 5.5 (Feedback); Section 6.4 (Anonymous Information); Section 8.1 (Order Form); Section 8.2 (Subscription); Section 8.4 (Taxes); Section 8.5 (Upgrades); Section 8.7 (Excessive Usage); Section 8.9 (Subscription Auto-Renewal); Section 8.10 (Discounts and Promotions); Section 8.12 (Payment through Partner); Section 9.2 (Non-Refundable Services); Section 11.2 (Termination for Cause); Section 11.6 (Suspension); Section 12 (Confidentiality); Section 13 (Warranty Disclaimer); Section 14 (Limitation of Liability); Section 15 (Specific Laws; Reasonable Allocation of Risks); Section 16 (Indemnification); Section 18 (Export Controls; Sanctions); Section 19 (Modifications); Section 20 (Government Use); Section 21 (Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitration); Section 22 (General Provisions); AUP; Privacy Policy and DPA. Section References refer to such sections of the Terms; however, shall be adjusted to reflect such respective sections of the respective agreement between Customer and monday.com should the parties have entered into a separate agreement related to the Services.
5.2 For the purpose of these AS Terms, in the Agreement, specifically including such section referenced in Section 5.1 of these AS Terms: (i) any reference to the Agreement shall refer to these AS Terms; (ii) any reference to the “Services” shall also include the Additional Services, as applicable; provided Additional Services and/or Work Product provided under these AS Terms are not subject to the terms of the SLA related to the Services, and any support shall be subject to terms as mutually agreed by monday.com and Customer and may be subject to additional fees; and (iii) any reference to the Fees shall include the AS Fees, as applicable.
5.3 Nothing contained herein limits monday.com’s right to develop, use, market, or sell services or products that are similar to the Work Products or the Additional Services, or to use such Work Products to perform similar services for any other purposes, including without limitation in connection with other projects and customers but subject to monday.com’s obligations with respect to the Customer Data and Customer’s Confidential Information.