Channel Partner Program Terms and Conditions

THESE CHANNEL PARTNER PROGRAM TERMS AND CONDITIONS (the “Terms”), along with any other terms, policies and procedures incorporated herein by reference, as amended from time to time (the “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below) between you (“you” or “Partner”) and monday.com Ltd. (“monday.com”), governing your participation in monday.com’s global Solution Partner Program (as defined below).

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

Global Solution Partner Program	Please see Section 2
Professional Service Terms	Please see Section 3.2.2
monday.com Marketplace Partner Terms	Please see Section 3.2.3
Partner Data Processing Addendum	Please see Section 7.1
Partner Security Terms	Please see Section 7.2
Additional Marketing Terms	Please see Section 17.4

 

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.