Last Updated: October 16, 2020

Marketplace listings Terms

Last Updated: October 16, 2020

Welcome to the monday.com Marketplace! The following monday.com Marketplace Listing Terms (“Terms”) between monday.com Ltd. (“monday.com”, “us”, “we” or “our”) and you, the owner and provider of an app (the “App”), either individually, or on behalf of your employer or any other legal entity (“you” or “your”), together with the monday.com Terms of Service, Developer Terms, and Privacy Policy, govern making available your App and listing it on the monday.com Marketplace, and your submission to list your App on the monday.com Marketplace. By submitting an App, or using the monday.com Marketplace, you hereby accept these Terms, so please read them carefully before doing so. If you do not agree to these Terms, do not make your App available on the monday.com Marketplace. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the monday.com Terms of Service and the Developer Terms.
In case you accept these Terms on behalf of your employer or another entity, you hereby represent that (a) you have full legal authority to bind your employer, or the respective entity (as applicable); and (b) you read and understood these Terms, and you accept them on behalf of your employer or the respective entity (as applicable).

Listing

(a) Listing. monday.com may allow you to list your App on monday.com’s Marketplace, subject to meeting the monday.com Marketplace listing criteria, communicated to you via the monday.com Service or email, other electronic communication system, or as otherwise required in accordance with the monday.com Terms of Service and the Developers Terms or any other eligibility requirements determined by monday.com (collectively, the “Listing Conditions”). The listing is subject to your ongoing compliance with the Listing Conditions in full. monday.com maintains sole discretion to determine all features and operations of the monday.com Marketplace. You acknowledge that monday.com has no obligation to promote, distribute, list or offer for sale your App, or to continue to do so.

(b) Your License to monday.com. You hereby grant to monday.com or any third party vendor designated by monday.com, a limited, free, worldwide, non-exclusive, and royalty-free license to (1) resell, distribute or make available your App through the monday.com Marketplace to existing or potential Users, either directly or through our partners, with or without your App Materials (as defined below), and any excerpts made; (2) use, create excerpts and derivatives from, reformat, transmit, display and publicize the App Materials, and use the trade names, trademarks, service marks, logos, domain names or other brand features (Collectively: “Brand Features”) associated with you and your App for marketing or promotional purposes on or in connection with the Service, the monday.com Marketplace or your App; (3) use your Brand Features in monday.com’s marketing or commercial materials for the purpose of marketing the monday.com Marketplace or Service; (4) use and reproduce your App and App Materials, in connection with any pre-listing or ongoing review of your App, which may include, without limitation, testing, scanning and evaluation for security and privacy purposes; (5) use your App for our own business purposes internally, within the scope for which the App’s use is reasonably intended by any User. The licenses granted to monday.com herein shall extend beyond the term hereof, for the purposes of making the App available to Users who installed or purchased it prior to removal of the App from the monday.com Marketplace, in accordance with Section ‎10 (Term and Termination) below, or to investigate Incidents, protect monday.com’s legitimate interests, comply with applicable law or retain copies for legal and archival purposes.

(c) General Terms. For avoidance of doubt, the Terms of Service and Developer Terms are included herein by reference and apply to the listing of your App.

Submission and Review

(a) Submitting your App for an App Review. You will submit your App and any update to the App Materials (as defined below) to monday.com together with the following information and materials: (a) App title, your full name (individually or of your employer, as applicable), an accurate App description, full contact information, support information, and any other information requested by monday.com; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with your App; (c) a video providing a short demo of your App; and (d) complete and accurate answers to our security questionnaire; ((a)-(d) along with any further submitted information and materials, collectively, “App Materials”). You are responsible for providing accurate App Materials, and to update them promptly whenever needed. We reserve the right to (i) request additional information, including insurance information, and may request that you carry certain levels of insurance and name monday.com as an additional insured party; and, (ii) approve or reject any App, at any time and at our sole discretion.

(b) No Implied Endorsement by monday.com. The App review and/or approval by monday.com does not constitute an endorsement or guarantee of the App’s reliability and quality, nor does it constitute any obligation that the App won’t be deactivated, suspended or removed thereafter. In no event will you state or imply that monday.com endorses, sponsors or guarantees your App. You remain solely responsible for your App and its quality, compliance with applicable laws and regulations, security and support, regardless of acceptance to the monday.com Marketplace, or receipt of any certification from monday.com, if granted; likewise, your undertakings, representations, liabilities, warranties and indemnities are not diminished by such review.

User Relationship.

For avoidance of doubt, any transaction of a User in respect of your App is entered exclusively between you and such User, and under your terms of service (e.g., EULA) and your privacy policy governing the App (in accordance with the Developer Terms). monday.com is not a party to such a transaction.

Pricing, Collection and Revenue Sharing.

(a) Pricing. You are entitled to charge a fee from your App’s Users for your App, as determined by you. monday.com may also charge you for use of the monday.com Marketplace or for sales made through it (“Listing Fees”). Currently, monday.com does not charge Listing Fees, however, monday.com reserves its right to start charging Listing Fees and/or make any changes to the Listing Fees, upon a 60-days notice to you.

(b) Collection. Some Apps will be billed by Developers which are Third Parties (“Third Party Billed Apps”), and with respect to certain Apps, we may agree that monday.com (whether itself or through third party payment processors) will perform the billing on your behalf (“monday.com Billed Apps”), including processing of the billing of the Users for the use of the App, collection of payments and processing cancellations and refunds (in accordance with the refund policy as set forth below). When monday.com performs the billing for sale of the App on your behalf, you hereby authorize monday.com, on your behalf, to collect any charges from the Users, to issue invoices and to process refunds. In addition, when monday.com collects the charges on your behalf, you will ensure that all fees and charges payable by Users for your App are billed and collected through monday.com and you will not offer or establish any alternative means of payment. Receipt of payment from Users by monday.com on your behalf will be deemed receipt of payment from the Users by you and will satisfy the obligations owed to you by Users in the amount of the applicable payment by Users. We do not guarantee payment on behalf of any Users.

(c) Remittance of fees to you. With respect to monday.com Billed Apps, at the end of each calendar month, monday.com shall provide you with a written report on all Net App Revenues (as defined below) collected from Users on your behalf, which are past the Refund Period (as defined below). You will produce an invoice to monday.com based on the said report, taking into account the following deductions from undisputed unpaid fees. monday.com then (whether itself or through its payment processors) shall remit to you any undisputed unpaid fees, minus: (i) the Revenue Share (as defined below), if applicable, (ii) any processing, banking or other charges and costs incurred by monday.com in relation to processing and collecting payments from Users, and (iii) any tax withholding amounts, if required by applicable law. Payments that may be refunded under the refund policy (as set forth below) will be transferred to you in the following billing cycle, if not refunded to the User. Payment to you will be made to a bank account designated by you, on the 2nd and 15th day of each calendar month, provided that we receive the invoice at least 15 days prior to payment date. monday.com may withhold for investigation, or refuse to process, any of your transactions that monday.com suspects is fraudulent, unlawful or otherwise violates these Terms. In addition to the foregoing deductions, monday.com may also withhold, deduct, or setoff any amounts payable by you to monday.com against any fees owed to you.

(d) Refund Policy. All paid Apps will offer a refund policy, in the framework of which, the User will be entitled to cancel its purchase of the App and receive a full refund within thirty (30) days of having first purchased the App (the “Refund Period”). monday.com shall have the right to approve cancellations of App purchases by Users and to refund such Users for the amounts paid by them to monday.com (or any part thereof), in accordance with the foregoing refund policy.

(e) Revenue Share. With respect to monday.com Billed Apps, monday.com may determine that the Net App Revenues (as defined below) will be shared between you and monday.com at a proportion to be determined by monday.com, at its sole discretion (the “Revenue Share”). In such a case, these Terms will be updated with the particulars notified to you at least 60 days in advance. Any such change will not apply to a billing cycle commencing before the Revenue Share takes effect. If you object to the Revenue Share, you may terminate these Terms as hereinafter further provided.
The term “Net App Revenues” shall mean the aggregate gross amounts actually paid by Users to monday.com (on your behalf) in consideration for the use, installation or upgrade of your applicable App, excluding indirect taxes, if any.
monday.com may cancel or modify the Revenue Share method set forth above (including by applying the Revenue Share mechanism on Third Party Billed Apps), upon a sixty (60) day prior notice. You may choose to terminate these Terms after such period has elapsed without affecting monday.com’s rights under these Terms during such sixty (60) day period, and subject to section 10 (Term and Termination).

(f) Taxes; Exchange Rate. You will be responsible for the payment of any and all taxes, including indirect taxes, assessments, fees and other governmental charges of any kind (collectively “Taxes”) applicable to the conduct of your business. monday.com is not responsible for determining whether any Taxes apply to any purchase of your App, and it is not responsible for remitting Taxes to any taxing authority for any such transaction, or for reporting any information (including the payment of Taxes). Despite the foregoing, when monday.com is legally obligated by a valid taxing authority, monday.com will collect Taxes, including indirect taxes, and will provide Users with a compliant tax invoice. All fees and payments payable by you to monday.com under these Terms, if any, are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes). In the event that you are required by applicable law to withhold taxes imposed on you for any payment owed to monday.com, the amounts due to monday.com shall be increased by the amount necessary so that monday.com receives an amount equal to the sum it would have received had you not made any withholding. The payments made by monday.com to you shall be subject to any applicable withholding tax obligations (if any). If an App price is presented in any currency other than U.S. Dollars, monday.com will have the sole discretion to determine the exchange rate applicable to the App and to set off any exchange rate costs incurred by monday.com as result of payment in any non U.S. Dollar currency.

(g) Reporting, Records and Inspection. Upon monday.com’s request, you will provide monday.com a monthly report, within no later than fifteen (15) days from the end of each calendar month. Each such report will include full and comprehensive information regarding purchases made by Users, billing and collection (if made by yourself), and any other information which monday.com deems, on a reasonable basis, as relevant to the relationship with monday.com under these Terms. You will keep accurate books of accounts and records covering all transactions with Users.
monday.com will have the right, once every calendar year, to examine said books of account and records and all other documents and materials in the possession or under your control, and to verify the accuracy of all amounts owed by you to monday.com. Any such inspection shall be at monday.com’s expense unless such inspection reveals a discrepancy of five percent (5%) or more, in which event you will bear monday.com’s examination expenses, including, without limitation, all accounting, auditing and legal fees and costs, in addition to paying monday.com all additional amounts owed.

monday.com Brands.

You may use the monday.com marks, logos and other creative materials that were provided to you by monday.com (“monday.com Brands”) during the term hereof per the brand guidelines of monday.com, solely in connection with the display and offering of your App in the Marketplace. You may not incorporate monday.com Brands in your name or your App name, and you may not use monday.com Brands in any manner that may create a false association between you and monday.com. You also may not register, or apply to register, any domain names or brands that are similar to any monday.com Brands or use any of monday.com Brands in any manner other than as expressly approved in advance by monday.com.

User Support

You shall maintain your App updated and submit these updates regularly to the Marketplace. You shall provide your App Users support for your App at least by email. You shall maintain accurate contact information for support as well as the scope of your support services that will be made available to Users. At a minimum, you agree to respond within 2 business days of a request from a User or monday.com, and promptly to urgent issues referred by monday.com. You are exclusively responsible and liable for the support and maintenance of your App.

Your Representations and Warranties.

You represent, warrant and covenant that:

(a) You will provide terms of service and privacy policy for the App you list on the monday.com Marketplace. Your terms of service and privacy policy must comply with applicable laws and regulations, and be consistent with the terms and conditions of these Terms. You are aware and agree that monday.com does not and will not have any responsibility or liability related to your or your App Users’ compliance or non-compliance under your terms of service or privacy policy.

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

(c) The name of the individual or legal entity that is identified in the App Materials (as hereinafter defined) is the correct legal name of the App developer and owner, as you hereby undertake to consistently display this name as the App owner across all communications in connection with the App, including without limitations, the Privacy Policy, terms of service , Marketplace page, OAuth page, etc.;

(d) Before submitting your App to monday.com, you have obtained the rights necessary for the exercise of all rights granted hereunder in relation to the App, and you will be solely responsible for and will pay any licensors any royalties or other liabilities related to such App and App Materials;

(e) monday.com’s exploitation of any App and App Materials as permitted hereunder will not subject it to, or cause it to violate, any Third Party Code or other third party terms or agreements of any kind.

(f) You will not access or use in any unauthorized manner monday.com’s API, SDK, monday.com Service, monday.com Marketplace, or monday.com’s, Users’, or third parties’ property or data.

(g) You will perform your obligations in a professional manner, at least in accordance with industry standards and will not disparage monday.com or Users.

Ownership.

monday.com retains ownership of the Marketplace, including all intellectual property rights therein and reserves all rights not expressly granted to you in this Agreement. As between you and monday.com, you retain all right, title and interest in and to the App and App Materials that you deliver to monday.com, excluding monday.com Materials and any other technology or materials used, integrated or otherwise interfaces with your App, which shall remain solely owned by monday.com.

Submissions by You are Non-Confidential; Free Operation of monday.com.

We are continually developing our offers, directly and through our partners and vendors. You understand and agree that we may develop similar functionality to your App or make competing offers, and your participation in the Marketplace will not impose any limitation on monday.com and its partners. The information you provide to monday.com is not deemed confidential, and you should not deliver information to monday.com that you wish to be protected from use or disclosure. An exception to that is your source code, if you provide it to monday.com or to the extent we retrieve it as part of review of your App (e.g. by reverse engineering).

Term and Termination.

These Terms enter into force as part of the submission of your App, and remain effective until terminated by either you or monday.com. You may terminate these Terms at any time by providing a 30-day notice of such termination to monday.com. monday.com may, at its sole discretion, terminate these Terms by providing you with thirty (30) days’ notice of such termination. If monday.com determines, in its discretion, that you have breached any of the agreements between you and monday.com or that your App may interfere with the legitimate interests of monday.com, we may, at our sole discretion, and without notice: (a) suspend your and your App’s access to the Marketplace, API, SDK or Services; (b) terminate all licenses or permissions granted hereunder; or (c) terminate any agreement with you. Upon termination, and except as required to maintain the App for existing Users during the Wind-Down Period, all licenses, rights or permissions granted hereunder will terminate. Sections ‎1‎(c) (and the terms referred to therein), ‎6 (User Support), ‎7 (Your Representations and Warranties), ‎8 (Ownership), 11 (Limitation of Liability), 12 (Indemnity) and 13 (Confidentiality) will survive termination of these Terms as well as the Wind-Down Period. Any applicable sections under these Terms will continue to be in effect during the Wind-Down Period.

Limitation of Liability.

EXCEPT FOR BREACH OF YOUR INDEMNITY OBLIGATIONS UNDER SECTION 12, BREACH OF SECTIONS 7 (YOUR REPRESENTATIONS AND WARRANTIES), OR SECTION 13 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR WITH THE USE OF THE MONDAY.COM MARKETPLACE, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FOR DAMAGES ARISING FROM MONDAY.COM BILLED APPS, MONDAY.COM’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS OR IN CONNECTION WITH THE MONDAY.COM MARKETPLACE, WILL BE LIMITED TO AND WILL NOT EXCEED THE TOTAL AMOUNT OF THE NET APP REVENUES MINUS THE TOTAL AMOUNT OF REVENUE SHARE THAT MONDAY.COM PAID YOU, IN THE COURSE OF TWELVE (12) MONTHS PRECEDING THE CAUSE OF ACTION. FOR DAMAGES ARISING FROM ANY OTHER REASON, INCLUDING DAMAGES ARISING FROM THIRD PARTY BILLED APPS OR NON-PAID APPS, MONDAY.COM’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS OR IN CONNECTION WITH THE MONDAY.COM MARKETPLACE, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS.

Indemnity.

You agree to defend, indemnify, and hold monday.com harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorney fees and court costs), as incurred, arising out of or resulting from any third-party claim, action, or proceeding brought against monday.com (any “Claim”) arising from your App, App Materials, or use of the monday.com Marketplace or any service provided by monday.com under these Terms, including without limitations, for any alleged infringement, violation, misappropriation of any third party right (e.g. intellectual property rights and privacy rights), your breach of these Terms or any security incident caused by you or your App. Upon receiving a Claim, monday.com shall provide written notice to you and allow you to assume control over the defense and/or settlement of the Claim, provided that monday.com reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of the Claim.

Confidentiality.

(a) Any Confidential Information (as defined below) disclosed by monday.com to you, as a result of your use of the monday.com Marketplace, submission of an App to be listed in the monday.com Marketplace, or your relationship with monday.com in connection with the monday.com Marketplace, may be used by you solely for the purpose(s) of performing your obligations under these Terms or provision of your App or related services to Users. You shall keep such Confidential Information in strict confidence and shall only disclose such information to your personnel who require access to such Confidential Information to perform your obligations under these Terms. “Confidential Information” of monday.com shall mean any proprietary or nonpublic business, marketing, technical, or personal information, marked as confidential or that you should reasonably understand to be confidential, including, but not limited to (i) information in relation to the monday.com Marketplace, Service or Users; (ii) information of Apps listed in the monday.com Marketplace; (iii) User contact information and usage information; and (iv) technical information and product plans. Confidential Information shall not include information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, without breach of obligation to monday.com or anyone else. You agree not to disclose monday.com’s confidential information to any third party and to use all reasonable efforts to maintain the confidentiality of monday.com’s Confidential Information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar importance.

(b) You acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. Accordingly, we may seek an immediate injunction against any breach or threatened breach of this section 13 (Confidentiality), and have the right to pursue any and all rights and remedies available.

(c) monday.com may request that you delete and/or destroy its Confidential Information, and following receipt of such a request, you shall promptly confirm to monday.com in writing that you have done so.

(d) monday.com shall keep the confidentiality of any information you provide to monday.com and which is designated in writing by you as confidential at the time of its provision to monday.com.

Disclaimer.

The monday.com Marketplace, service or any feature related thereto are provided “as is” without guarantee of any kind. monday.com expressly disclaims all warranties, including warranties of merchantability, fitness for a particular purpose and noninfringement.

Modification.

monday.com may modify the terms of these Terms, at any time and in its sole discretion. Notice of any change by email, to your address as provided to monday.com, or the posting of a change notice, or a new agreement on the monday.com website, shall be considered sufficient notice to you of a modification to these Terms. If any modification of these Terms is unacceptable to you, your sole recourse will be to terminate these Terms in accordance with Section 10 (Term and Termination) above. Your use of the monday.com Marketplace after receiving such notice will constitute your acceptance of the modifications.

Governing Law and Jurisdiction.

These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Israel without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Tel Aviv-Jaffa, Israel, will have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Terms.

Wind-Down Period.

All User licenses and subscriptions to your App (including any related support or maintenance periods) will survive termination or expiration of these Terms, and you must continue to make available any Apps for further access, downloads, re-downloads and re-installs by existing Users of those Apps for their duration (the “Wind-Down Period”). monday.com reserves the right not to effectuate the Wind-Down Period in case we determine you have breached your undertakings to monday.com. You are solely responsible to inform your App Users of our right to discontinue the App, at any time, with or without notice.

Last update: February 14, 2022

Addendum 1 – security and privacy

You agree to comply with the following:

Security:

  1. The application must use TLS 1.2 or higher to encrypt all of its traffic.
  2. HSTS must be enabled with a minimum age of at least one year.
  3. The application must authenticate and authorize all requests.
  4. The application must not collect user credentials.
  5. Your app must store API tokens securely. They should never be logged, stored in client-side code and public repositories, or made accessible to end-users.
  6. Request only the OAuth scopes needed for the documented use of the app.
  7. Do not fetch or store data not needed for the publicly documented use of the app.
  8. Tracking (and similar) cookies that will track users outside the scope of the app should require user consent.
  9. HTTPS certificates must be valid and have an expiration date of at least 1 year from app submission date.
  10. You must own the domain name that you use for your app, app’s privacy policy, support, and landing page URLs, or get the appropriate permission from the domain name owner.

Privacy:

  1. Your app never contacts any user using any information obtained from monday.com without explicit and separate consent from that user to do so.
  2. Your app collects personal data for specified, explicit, and legitimate purposes and kept for no longer than necessary for the purposes of processing.
  3. You shall always be able to demonstrate compliance with all applicable privacy regulations and laws.
  4. You shall submit a link to your privacy policy that must comply with applicable privacy laws.
  5. You shall provide a mechanism to request deletion, access, and transfer of personal data.

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