Terms and Conditions of Purchase

1. General. By acceptance of or performance under a Purchase Order (“PO”) issued by the monday.com entity issuing the PO (“monday.com”), the supplier indicated in the PO (“Supplier”) agrees that these Terms and Conditions of Purchase (“Terms”) shall apply to the purchase by monday.com of the goods or services specified under the PO (“Goods” or “Services”). The PO, together with any documents incorporated herein by reference, constitutes the sole and entire agreement between the parties with respect to the Goods or Services specified in the PO, unless a separate overriding agreement has been or will be entered into by Supplier and monday.com governing the provisions of such Goods or Services. Any other document, including the Supplier’s price offer, will not belong to the PO, unless monday.com expressly agrees to such terms in writing.
2. The Goods or Services. Supplier shall deliver the Goods and/or perform the Services at the delivery point (“Delivery Location”) and on the date(s) (“Delivery Date”) specified in the PO. If no delivery date is specified, Supplier shall deliver the Goods and/or perform the Services in full within a reasonable time of receipt of the PO. Timely delivery is of the essence.
3. Fees. The fees for the Goods or Services are as stated under the PO. Unless otherwise indicated in the PO, monday.com shall pay all properly invoiced amounts due to Supplier within EOM + thirty (30) days from the invoice date that is received, except for any amounts disputed by monday.com. Without prejudice to any other right or remedy, monday.com reserves the right to set off any amount owing to it by Supplier against any amount payable by monday.com to Supplier. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the PO. The fees hereunder are the full and final consideration for the Services or Goods under the PO and Supplier shall not be entitled to receive any additional fees or expenses reimbursement, unless expressly consented by monday.com in writing.
4. Taxes. Except as specifically stated otherwise, the fees hereunder are inclusive of, and Supplier shall be solely responsible for and pay, all federal, state, and local taxes, including, but not limited to, value added tax, goods and services tax, sales, use or consumption tax. No sales or use tax shall be added when a valid tax exemption has been provided by monday.com. In the event that pursuant to any law or regulation tax is required to be withheld at source from any payments made to Supplier, monday.com shall withhold such tax at the rate set forth in the certification issued by the appropriate taxing authority and provided by Supplier, or in the absence of such certification, at the rate determined by the said law or regulation.
5. Inspection Right. monday.com reserves the right to inspect the Goods or Services on or after the Delivery Date. monday.com, at its sole discretion, may reject all or any portion of the Goods or Services if it determines the Goods or Services are defective or nonconforming. If monday.com requires replacement of Goods or re‑performance of Services, Supplier shall promptly replace or re-perform the nonconforming Goods or Services. If Supplier fails to timely deliver or provide replacement for Goods or Services, monday.com may replace or receive them with goods or services from a third party and charge Supplier the cost thereof, but without derogating any other remedies provided hereunder or by law.
6. Delivery. Supplier shall comply with all export and import laws of all countries involved in the sale of Goods or Services under the PO. Supplier assumes all responsibility for shipments of Goods requiring any government import clearance. Supplier shall be solely responsible for and pay all costs of delivering the Goods to the Delivery Location per DDP Incoterms 2020 (as may be renewed or replaced from time to time), including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar taxes on imports/exports of the Goods. Risk of loss of Goods remains with Supplier and title will not pass to monday.com until Goods are delivered to and accepted by monday.com at the Delivery Location.
7. Warranties. Supplier warrants and represents that: (i) it has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits required by law to carry out its obligations under the PO; (ii) it shall comply with all federal, state and municipal statutes, laws, rules, ordinances and regulation, including, without limitation, any safety, security and health regulation; (iii) all Services provided hereunder shall be performed in a professional manner and in accordance with the highest standard in the industry; (iv) all Goods or Services (as applicable) will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; and (e) not infringe or misappropriate any third party’s rights including intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment. These warranties are cumulative and in addition to any other warranty provided by law. If Supplier is in breach of the warranties set out in these Terms, Supplier will, at its sole cost, replace or repair the Goods or re‑perform the Services to monday.com’s satisfaction.
8. Termination. monday.com may terminate the PO, in whole or in part, for any reason upon fourteen (14) days’ prior written notice to Supplier. In addition to any remedies provided herein, monday.com may terminate the PO with immediate effect, either before or after acceptance of the Goods or Services, if Supplier has breached any of the Terms herein and failed to remediate such breach within ten (10) days of receiving a written notice thereof. If the Supplier becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors, then monday.com may terminate the PO immediately. If monday.com terminates the PO for any reason except for cause, Supplier’s sole and exclusive remedy is payment for the Goods or Services received and accepted by monday.com prior to the termination. If applicable, Supplier shall provide a prorated refund for fees prepaid by monday.com for all unreceived Goods or Services as of the termination date.
9. Confidentiality. Supplier may be exposed and have access to certain confidential information of monday.com, including without limitations, information concerning its activities, affairs, technology, product research and development, patents, copyrights, customers , marketing plans, strategies, forecasts, trade secrets, test results, processes, data, know-how, improvements, inventions and techniques(actual or planned) (“Confidential Information“). The Confidential Information and all rights, title and interest therein, shall be exclusive and sole property of monday.com. Supplier shall keep the Confidential Information in strict confidence and safeguard it, and shall not publish ,disclose, copy, or distribute the Confidential Information received to any third party without obtaining monday.com’s prior written consent. Supplier further agrees not to use the Confidential Information for any purpose whatsoever except to perform its obligations under the PO. Supplier will limit its disclosure of Confidential Information only to its employees or consultants with a “need to know” basis, provided that such employees have a signed confidentiality agreement with Supplier and further provided that Supplier shall remain responsible for any breach of the confidentiality obligations herein by any of its employees or consultants. Upon termination of the PO or upon monday.com’s first request, Supplier shall immediately return to monday.com any Confidential Information disclosed in any tangible form and immediately delete all Confidential Information stored by Supplier in any electronic form.
10. Indemnification. Supplier shall defend, indemnify, and hold harmless monday.com and its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder arising out of or occurring in connection with (i) Supplier’s performance or non-performance of its obligations under these Terms or the PO; (ii) Supplier’s negligence, willful misconduct, fraud, misrepresentation or breach of these Terms or applicable laws; and (iii) possession of the Goods or receipt of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Supplier shall not enter into any settlement without monday.com’s indemnitee’s prior written consent.
    Insurance. Supplier shall, at its own expense, maintain, and carry insurance in full force and effect with financially sound and reputable insurers as may be required to cover its liability under the PO.
11. Code of Conduct. monday.com views proper business practices and ethics with the utmost importance. Supplier shall adhere and comply with monday.com’s Vendor Code of Conduct, available at: https://monday.com/l/legal/vendor-code-of-conduct/, as may be updated from time to time, which forms an integral part of these Terms.
12. Assignment. Supplier shall not assign, transfer, delegate or subcontract any of its rights or obligations under the PO or these Terms without monday.com’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void.
13. No Use of Logo. Supplier shall not use monday.com’s name and logo without monday.com’s prior written consent.
14. Governing Law and Jurisdiction. All matters arising out of or relating to the PO shall be governed by and construed in accordance with the laws of the state, province or country identified in the address for the monday.com entity issuing the PO, excluding its choice or conflict of law rules. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the state, provincial or territorial courts in the state, province or territory identified in the address for the monday.com entity issuing the PO and the courts of appeal from them. The rights and remedies under the PO are cumulative and are in addition to any other rights and remedies available at law or otherwise.