monday.com Marketplace Partner Terms
The terms and conditions of these monday.com Marketplace Partner Terms (the “MP Partner Terms”), form part of the monday.com Channel Partner Program Terms and Conditions (the “Channel Partner Terms”) entered by and between you, the Partner (as defined in the Channel Partner Terms) and monday.com Ltd. (“monday.com”) to reflect the parties’ agreement with respect to the marketing and promotion of ready-made applications to monday.com customers (“Apps”) by Partner via the Apps marketplace owned and operated by monday.com (the “monday.com Marketplace”) under the terms of the monday.com Marketplace Terms of Service available here: https://monday.com/l/marketplace-developers/marketplace-terms-of-service/ (the “Marketplace Terms”).
Capitalized terms not defined herein shall have the meanings assigned to such terms in the Channel Partner Terms. In the event of any conflict between certain provisions of these MP Partner Terms and the provisions of the Channel Partner Terms, the provisions of the MP Partner Terms shall prevail but solely with respect to Partner’s marketing and promotional activities of the Apps via the monday.com Marketplace.
1. General
These MP Partner Terms incorporate the terms and conditions of the Channel Partner Terms and are governed by and subject to the terms and conditions of the Channel Partner Terms in a manner that unless otherwise set forth under these MP Partner Terms, each provision shall be read to include the Marketplace Apps (as such term is defined below) and Partner’s activities under these MP Partner Terms as applicable, mutatis mutandis.
2. Marketing of Marketplace Apps
2.1. Marketing Apps. monday.com hereby authorizes Partner to promote and market certain Apps approved by monday.com and identified in the applicable monday.com resources made available by monday.com (“Marketplace Apps”), as may be updated from time to time by monday.com in its sole discretion, to: (i) Prospective Customers, in addition to the promotion and marketing of the monday.com Services; and (ii) Signed Customers (collectively “Marketplace Customers”).
2.2. Referral Link.
2.2.1. For each Marketplace App, Partner will be able to generate a specific link, containing a designated ID code which is based on Partner’s account ID, that Partner will be able to send to Marketplace Customers (“Referral Link“). The Referral Link may be generated once and used multiple times by Partner for Marketplace Customers. The Referral Link shall be deemed a Tracking Mechanism as defined under the Channel Partner Terms and the use by Partner of such Tracking Mechanism and all terms related to such Tracking Mechanism shall be as set forth in the Channel Partner Terms.
2.2.2. Each Marketplace Customer that receives a Referral Link from Partner will be able to click on the Referral Link to install the applicable Marketplace App (including for any trial periods) and to initiate the purchase of such Marketplace App via the Referral Link. It is Partner’s responsibility to ensure that each purchase to be made by a Marketplace Customer of a Marketplace App is properly ascribed to Partner through such Referral Link in order to be eligible to receive the Marketplace Commission (as such term is defined below).
3. monday.com Responsibilities
3.1. Third Party Apps. The Marketplace Apps are Third Party Apps and are provided by Third Parties (both terms as defined under the Marketplace Terms) who are independent parties from monday.com and Partner shall promote them as such. The purchase and use of Third Party Apps is subject to the Third Party terms, privacy policies and other applicable terms specified by the Third Party, and monday.com is not a party to such terms, and will not be responsible or liable in any way for the Third Party App or for the actions or omissions of such Third Party. The pricing of any Third Party App (including any features thereof) remains subject to change at any time at Third Party’s sole discretion.
3.2. Marketplace App Payment Processing. monday.com will process transactions placed by Marketplace Customers to purchase the Markerpalce Apps who are registered via the Referral Link. monday.com reserves the right to reject and approve transactions in accordance with its terms and policies.
3.3. monday.com Marketplace and Marketplace Apps Availability. monday.com may in its sole discretion, at any time without notice to Partner and without incurring any liability to Partner and/or Marketplace Customers: (i) remove Marketplace Apps from the monday.com Marketplace; (ii) block the functionality of certain Marketplace Apps and (iii) modify or discontinue the Marketplace Terms and subsequently the ability of Partner to promote and market Marketplace Apps; all in accrodance with the Marketplace Terms. In case of (i), (ii) and/or a material change to the Marketplace Terms that materially adversely effects Partner’s activities under these MP Partner Terms, monday.com will provide Partner with 30 days prior written notice of such modification. Partner must track such changes (including any pricing changes as set forth in section 3.1 above) and reflect them in the Partner Site and in any other relevant marketing means.
4. Marketplace Commissions; Payment
4.1. Marketplace Commission. Subject to these MP Partner Terms, for each transaction with a Marketplace Customer for the initial purchase of a Marketplace App as a result of Partner’s efforts which was tracked and ascribed to Partner through a Referral Link (“Qualified Marketplace Transaction”), Partner shall be entitled to receive from monday.com, with respect to each such Qualified Marketplace Transaction, a referral fee equal to 15% of the applicable amount actually paid for the applicable Marketplace App less any Deductions (as such term is defined under the Channel Partner Terms) (“Marketplace Commission”). The Marketplace Commission shall be paid to Partner during a period in respect of each sale of a Marketplace App under a Qualified Marketplace Transaction, commencing upon the first Qualified Marketplace Transaction, and ending upon the earlier of (i) expiration or termination, for any reason or for no reason, of the subscription of the respective monday.com Plan underlying the Qualified Account (as such terms are defined in the Channel Partner Terms) of the respective Signed Customer; (ii) expiration or cancellation, for any reason or for no reason, of the Marketplace Customer’s subscription to the respective Marketplace App; (iii) two (2) years following the closing of the Qualified Marketplace Transaction; (iv) termination of the Channel Partner Terms for any reason; (v) the removal of the Marketplace App from the Marketplace; or (vi) monday.com ceases to process payment for the Marketplace App.
4.2. Payment Terms. Within 5 days from the end of each calendar quarter, monday.com shall provide Partner with an electronic report specifying the number of Marketplace Customers that purchased Marketplace Apps under a Qualified Marketplace Transaction and the Marketplace Commissions earned during such calendar quarter (the “Marketplace Report”). Subject to these MP Partner Terms, Marketplace Commissions shall be due and payable in USD within 45 days following the approval by monday.com of a duly issued invoice by Partner (which shall correspond to the Marketplace Report) at the end of each calendar quarter, through wire transfer or any other method chosen by monday.com. An invoice that does not correspond to the Marketplace Report will not be paid by monday.com until amended by Partner to correspond with the Marketplace Report.
4.3. Partner Marketplace Apps. In the event that Partner is recognized in the momday.com Marketplace as the owner and/or developer of one or more of the Marketplace Apps (i.e. Partner receives the fees paid by monday.com customers who purchase such Marketplace App via the monday.com Marketplace) (“Partner Marketplace App”), Partner will not be eligible to receive any Marketplace Commission with respect to any purchase by a Marketplace Customer of such Marketplace App under these MP Partner Terms.
4.4. Entire Compensation. The Marketplace Commission represents the entire compensation due to the Partner with respect to its activities and obligations in connection with the monday.com Marketplace and under these MP Partner Terms. For clarity, Marketplace Commissions are supplemental to the Services Commissions to which Partner may be entitled under the Channel Partner Terms.
5. Term and Termination
5.1. Term. The term of these MP Partner Terms correspond with the term of the Channel Partner Terms, and unless terminated earlier in accordance with the terms below, will terminate simultaneously and automatically with the termination of the Channel Partner Terms.
5.2. Termination for Convenience. These MP Partner Terms may be terminated at any time by monday.com by giving Partner a prior written notice of at least 30 days prior to termination taking effect, and such notice, unless specifically stated otherwise, shall not impact the effectiveness of the Channel Partner Terms.
5.3. Effect of Termination. Subject to Section 5.1 above, upon termination of these MP Partner Terms, Partner shall have no further rights in connection with these MP Partner Terms, including the right to receive any payment for marketing and promoting the Marketplace Apps.
6. Miscellaneous
6.1. No Conflict. Partner shall avoid any conflict of interests with monday.com or any Third Party. In the event that Partner becomes aware of any potential conflicts of interest, Partner shall disclose such conflict to monday.com immediately.