Partnership Referral Program Terms and Conditions
THESE PARTNER REFERRAL PROGRAM TERMS AND CONDITIONS (the “Terms” or “Agreement”) entered into on the date of last signature (or date of acceptance of these Terms is executed in conjunction with the Application) (“Effective Date”) set forth the terms of participation in the Partnership Program of monday.com Ltd. a company with principal offices located at 6 Yitzhak Sadeh St., 6777506 Tel-Aviv, Israel (together with the Company Affiliates – “monday.com” or the “Company”). A participant in the monday.com Partnership Program (the “Program” or “Partnership Program”) is hereinafter referred to as “Partner”, “Provider” or “You”.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO PARTNER’S PARTICIPATION IN THE MONDAY.COM PARTNER PROGRAM (THE “PROGRAM” OR “PARTNER PROGRAM”). CAREFULLY READ THESE TERMS AND CONDITIONS, WHICH REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN MONDAY.COM AND YOU. YOU MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT IN ORDER TO BECOME A MONDAY.COM PARTNER.
BY CLICKING THE “I AGREE” BOX ON THE PARTNER APPLICATION TO ACCEPT THE TERMS OF THIS AGREEMENT OR SIGNING THIS AGREEMENT, YOU AGREE TO SIGN UP TO BE A PARTNER IN THE PROGRAM AND CERTIFY THAT (A) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENT; AND (B) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE AND ANY POSSIBLE FUTURE AMENDMENT THEREOF OR ADDITIONS THERE TO; AND (C) YOU HAVE NO CONFLICT OR OTHER RESTRICTION IN ENTERING OR PERFORMING THIS AGREEMENT OR ANY PART THEREOF, INCLUDING RECEIPT OF ALL THE APPLICABLE APPROVALS REQUIRED UNDER THE APPLICABLE LAW FOR THE PERFORMANCE OF THIS AGREEMENT BY YOU.
2.1. “Account” or “Paid Account” shall have the meaning ascribed to it in Section 8.1 herein.
2.2. “Ad(s)” means anchor text, banners, button links, text links, or other graphic devices that monday.com makes available to Partner or Partner prepares with the written pre-approval of monday.com, and that is used for linking from the Partner Site to the Site.
2.3. “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 the Agreement.
2.4. “Company Affiliates” means any person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company, but only for as long as such control exists.
2.5. “Data Processing Addendum” or “DPA” means the Data Processing Addendum (including all annexes and appendices thereto) available here, which shall be deemed an integral part of this Agreement and incorporated herein by reference.
2.6. “Data Protection Laws” means any applicable statutes, laws, by-laws, policy rules, treaties, regulations, orders, ordinances, binding European Union directives, common law or judgments, in each case, of any governmental authority, having the force of law, and all judicial interpretations in respect thereof, governing data protection and privacy, including, without limitation, the GDPR (where applicable) applicable to a Party and in effect at the time of a Party’s performance.
2.7. “Designated Links” means links to the Site and/or the Service, which are placed on the Partner’s Site and/or email communication, pursuant to monday.com’s instructions and which properly use a specially tagged URL link containing a Tracking Mechanism, the format of which is provided by the Company.
2.8. “Eligibility Period” means a period, commencing on the day on which a Potential User was referred by Partner to the Site and/or Service through the Tracking Mechanism, and ending upon the earlier of: (a) lapse of 60 days; or (b) the end of the Term.
2.9. “End Users” means any individual who has been supplied with a user identification and password to access and use the product.
2.10. “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, 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.
2.11. “Fraudulent Activity” means any traffic generated from Partner Site(s) and/or via other Partner’s activity, through illegal means, or in bad faith, or with the intent to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraudulent Activity includes but is not limited to any act in breach of this Agreement, SPAM, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, offers to share Partner Fees, directly or indirectly, with third parties (including Potential User), and any other unauthorized use, misuse, or manipulation of the Site, the Service, Tracking Mechanism and/or Potential Users.
2.12. “GDPR” means the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from the GDPR, as updated from time to time.
2.13. “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
2.14. “Partner Application” means the application submitted by a Partner to participate in the Program and/or registration for this Partner Program, which may occur by Partner’s registration to enroll into the Partnership Program via designated sites identified by Company and communicated to Partner (including third party platforms utilized by Company in connection with this Partnership Program) in same regard.
2.15. “Partner Fees” or “Fees” means the approved and undisputed amount due and payable to Partner in accordance with the Partner Fee Plan.
2.16. “Partner Fee Plan” means the plan setting forth the fees to which Partner may be entitled, in consideration for a successful referral of a Referred Customer, as attached hereto as Appendix A, and as may be updated by the Company, at its sole discretion, from time to time, by notifying Partner in advance.
2.17. “Partner Site” means websites owned, controlled or used by Partner, or any other website on which the Partner will place Designated Links to the Site.
2.18. “Personal Data” shall have the meaning ascribed to it in the Data Processing Addendum.
2.19. “Potential User” shall have the meaning ascribed to it in the Partner Fee Plan.
2.20. “monday.com Plan” means any of the charged plans offered by monday.com at: https://monday.com/pricing/, as may be updated and/or modified from time to time by monday.com, including under any Special Offering.
2.21. “Net Sales” means the net amounts actually paid by a Referred Customer to the Company, in consideration for a monday.com Plan, during the Payment Period, less any (a) charge-backs, (b) issued refunds and/or credits, (c) ACH returns, and (d) taxes, including, any payments and withholdings for sales tax or VAT; and/or (e) billing and payment processing fees (sub-clauses (a) through (e) shall be regarded as “Deductions”).
2.22. “Payment Period” shall have the meaning ascribed to it in the Partner Fee Plan.
2.23. “Process” shall have the meaning ascribed to it in the Data Processing Addendum.
2.24. “Qualified Purchase” shall have the meaning ascribed to it in Section 8.1 herein.
2.25. “Referred Customer” shall have the meaning ascribed to it in the Partner Fee Plan.
2.26. “License” means the license granted under Section 4.1 herein.
2.27. “Service” means Company’s web-based project management and team collaboration tool offered on a software as a service (“SaaS”) basis, as may be updated, enhanced or modified from time to time, at the Company’s sole discretion.
2.28. “Site” means www.monday.com and any other website, operated by the Company or any of the Company Affiliates, as may change from time to time.
2.29. “Special Offerings” means any special offers for a limited duration, such as (without limitation) discounts, one-time or seasonal offers, vouchers, coupons or any type of benefit that may be offered by monday.com, at its discretion, to a certain segment of users, whether based on location, vertical, user’s identity or any other criteria.
2.30. “Sponsored Link” means a link offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service which uses search terms or key words to identify, draw attention to, or direct internet traffic to an internet site.
2.31. “Taxes” means all national, provincial and municipal, income, franchise, business, gross receipts, payroll, property, sales, use, excise, value-added, consumption, goods and services, harmonized sales, stamp, and all other similar taxes or duties.
2.32. “Term” means the term commencing upon the approval of Partner’s participation in the Program by monday.com and ending according to the provisions of Section 9 below.
2.33. “Threshold Amount” means USD$300.
2.34. “Tracking Mechanism(s)” means specific unique code(s) or any identifiable method that monday.com will provide the Partner to track the traffic and users which arrive via the Partner activity (including but not limited, from the Partner Site). This Tracking Mechanism will be embedded within the Designated Links to be used by the Partner. monday.com tracks its users by cookies or other tracking means, which shall expire within 60 days. If for any reason, Tracking Mechanism was disabled or blocked, including when any user block it, for any reason whatsoever (including if the applicable tracking method have expired), monday.com will not be able to identity such user, hence such user will not be considered a Referred Customer of the Partner.
3. Enrolling in the Program.
3.1. To begin the enrollment process, the prospective Partner shall submit, provide and/or register on Company’s designated platform via the Partnership Platform (as defined below) or any other platforms as may be designated by monday.com for enrollment, a complete Partner Application. Partner must provide full, true and accurate information in the Partner Application (and any information submitted to Partner prior to the Partner Application for evaluation of Partner to become a member of the Partnership Program is also deemed part of the Partner Application). monday.com will evaluate Partner’s Application in good faith and may notify it of its acceptance or rejection within approximately 30 business days of last communication between monday.com and Partner in respect of the Partner Application. Unless prospective Partner received a clear written notice from monday.com confirming its participation in the Program, it shall not be deemed to be part of the Program and Partner’s participation in the Program shall only be final and binding if Partner has accepted the terms of this Agreement via the enrollment process.
3.2. monday.com may reject Partner Application at its sole and absolute discretion and shall not be required to provide any explanation to its rejection of any prospective Partner.
3.3. Once accepted to the Program, Partner hereby agrees to monday.com: (a) sending from time to time to Partner emails and other communications regarding the Program, and (b) reviewing and monitoring the Partner Site(s) and Ads, to verify compliance with this Agreement.
3.4. If monday.com accepts Partner Application and thereafter the Partner Site or activity is determined (in monday.com’s sole discretion) to be unsuitable for the Program, monday.com may terminate the Affiliate’s participation in the Program at any time, immediately upon written notice. Unsuitable Partner Sites or activities may include, but not be limited to, sites that do not generate sufficient volume of visitors, sites containing or 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 on the Company’s or any third party’s Intellectual Property Rights or are directed towards children under 13 years of age.
4. Promoting the Service on Ads; Designated links
4.1. License. Subject to the terms and conditions of this Agreement, during the Term, the Company grants Partner a limited worldwide, non-exclusive, non-sublicensable, non-transferable license 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 “Brands”) for the sole purpose of promoting and marketing monday.com and the Service to Potential Users in connection with Partner’s participation in the Program, subject to the monday.com’s Brand Guidelines available here, as may be amended by monday.com from time to time at its sole discretion (the “Brand Guidelines”) (collectively, the “License”). Partner may not use any of the Brands, in any manner other than as expressly permitted by the Brand Guidelines or approved in advance and in writing by the Company. monday.com may revoke any permission to use monday.com’s Brands at monday.com’s sole discretion, and Partner shall cease any use of monday.com’s Brands at monday.com’s request.
4.2. Promoting the Ads.
4.2.1. Partner shall use its best endeavors to market and promote the Ads to Potential Users, and shall display the Ads in good taste, adjacent to any with the first or most prominent use of such Ads in piece of advertising means, in which such Ads appear, subject to other requirements as the Company may from time to time impose and provide to Partner. Partner may not use the Ads and the Company Brands, contained therewith in a manner that, at the Company’s sole discretion, is disparaging or otherwise portrays the Company in a negative light. Partner shall have no other right, title or interest in or to the Ads and the Company Brands contained therewith other than as specified in the limited License. PARTNER WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
4.2.2. The Company party may revoke Partner’s right to use Company Brands, upon written notice, and may at any time, upon written notice to Partner, require Partner to remove or modify the Ads, all at the Company’s sole discretion.
4.2.3. In the event that Partner displays an Ad in its Partner Site, then such Ad shall be placed in a prominent and easily accessible place.
4.3. Designated Links. To permit accurate tracking, reporting, and Partner Fees accrual, the Company will provide Partner with a specific Designated Link. Partner must ensure that each of the links between its Partner Site and Company Site properly utilizes the Designated Links provided to Partner. Partner is not authorized to alter, modify or change any of the Designated Links or Tracking Mechanism. The Company will not be held liable to the Partner with respect to any failure by Partner to use such Designated Links and/or Tracking Mechanism. The Company will not be responsible for errors which may occur in the tracking of transactions for any reason beyond its control, including, if the Partner has made or caused any such modification to the Designated Links and/or Tracking Mechanism. For the avoidance of doubt, Partner will use the Designated Links or Tracking Mechanism, only for the purposes of the Program. Any other use of the Designated Links and/or Tracking Mechanism will be considered void and shall be deemed as breaching this Agreement and will not entitle Partner to Partner Fees, which is based on such unauthorized use.
5. Partner Responsibilities and Restrictions
5.1. Delivery of Emails.
5.1.1. If Partner sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with this Agreement and/or the Program, then Partner agrees, acknowledges, represents and warrants that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws and regulations applicable to Partner and Partner Site ,and including, but not limited to, all European laws and directives and the Federal Trade Commission regulations.
5.1.2. Partner agrees to not utilize SPAM in promoting the Company. The Company maintains a ZERO tolerance policy towards SPAM delivery, including, but not limited to, unsolicited commercial E-mails. Delivery of SPAM Emails by Partner constitutes a breach of this Agreement, and may result in the immediate suspension or termination of this Agreement and the Program, and a possible forfeiture of any Partner Fees, without derogating from any remedy available to the Company hereunder or in accordance with applicable law.
5.1.3. SPAM is defined as including, but not limited to, sending, initiating or procuring the sending of an Email: (a) to any person who has either not expressly requested to receive Emails (or has explicitly requested to receive no further Emails) specifically from Partner, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, newsnet, newsgroups, or similar service; (b) that include any false or deceptive information regarding Partner’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Partner identity, and the intent, subject, and origin of the Email; (c) exploit documented or undocumented security holes on any client or server machine; (d) that fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to opt-out from any such messages or emails by Partner (“Opt Out Request”) for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Partner; (e) to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy; (f) containing commercial marketing or promotional content to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age; (g) that include or otherwise involve any fraudulent, deceptive, false or misleading information.
5.2. Communication through Phone Calls or SMS. Partner is solely liable for any and all communication methods used by it for the marketing and promotion activities hereunder, including, without limitations, Partner’s compliance with any applicable laws and/or regulations pertaining to telemarketing and any other use of phone numbers in connection with its activities hereunder.
5.3. Prohibition on Sponsored Links and other activities.
5.3.1. Partner: (a) will not perform any marketing activities for the Company Brands or Service, in the following channels used by the Company: (i) Google AdWords (ii) Facebook (iii) YouTube ads, and any other channel used by the Company, as updated by Company, from time to time; (b) shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the Company Brands; and (c) shall not register, procure, or use any internet domain name that includes any of the Company Brands or any variations thereof.
5.3.2. Partner may not offer any person or entity any payments or incentives (like rebate, cashbacks, “paid to click” advertising or discounts) for using the Designated Links and/or converting a monday.com trial account into a monday.com Plan.
6. Security, Privacy Data Protection and Third Party Engagement
For the purposes of this Section 6 all capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the Data Processing Addendum.
6.1. Partner shall maintain at least industry-standard technical and organizational measures for protection of the security (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of its users and visitors’ data (including Potential Users) and content it possesses or processes (where applicable), including without limitation, Personal Data. Such technical and organizational measures shall be as detailed in Exhibit A and which constitutes an integral part hereof. Exhibit A shall also serve as Annex II of the Standard Contractual Clauses, containing the minimum technical and organizational security measures implemented by the data importer in accordance with the Standard Contractual Clauses, where applicable. Partner shall further regularly monitor compliance with these measures. Partner will immediately notify monday.com of any vulnerabilities or breach known or reasonable suspected relating to their systems storing monday.com Confidential Information.
6.2. Processing Special Data and Personal Data
6.2.1. To the extent that Partner Processes Personal Data pursuant to this Agreement, the Parties will be bound by the DPA with respect thereto.
6.2.2. Partner shall not subcontract any Processing of Personal Data to any third party without prior written consent of monday.com for each such subcontracting activity and for each third-party, all-in accordance with the DPA. Notwithstanding the foregoing and without prejudice to or derogating from the provisions in the DPA which handle the appointment of Sub-Processors (as used in these Terms such shall be as defined in the DPA), monday.com authorizes Partner to engage the Sub-Processors listed in Exhibit B hereto which includes the identities of those Sub-Processors, the Processing services they provide, and the entity’s country (“Sub-Processor List”), all use and appointments of such Sub-Processors are subject to and in accordance with the provisions of the DPA with respect to engagement with Sub-Processor’s. Partner shall be responsible for such Sub-Processors performance in accordance with this Agreement and the DPA, including abiding by the provisions in Exhibit A.
6.2.3. Partner will not Process any Sensitive Data without first: (a) obtaining monday.com’s written consent, at its sole discretion; and (b) implementing appropriate terms in the applicable agreement it engages with users and visitors (including Potential Users), for protection of such data. In addition, Partner shall strictly comply with the provisions of the DPA.
“Sensitive Data” means Personal Data, which due to its nature has been classified by applicable law or by monday.com as deserving additional privacy and security protection. Sensitive Data consists of, among others: (a) protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction; (b) all government-issued identification documents and numbers (including Social Security numbers, driver’s license numbers, and passport numbers); (c) all financial information, including any consumer, trading or spending habits, and any account numbers (bank and non-bank financial services account numbers, credit/debit card numbers (including subject to PCI DSS or any other credit card schemes), and other information if that information would permit access to a financial account); (d) any Personal Data pertaining to the categories specified in Articles 8-10 of the GDPR; and (e) any other Personal Data designated by monday.com as Sensitive Data.
6.2.5. Partner hereby agrees that monday.com may review and monitor the Partner’s activity, to verify compliance with this Agreement.
6.3. Third Party Engagement. Partner may not engage any resellers, sub-contractors, other partners or any other similar third party in performing the Partner’s obligations under this Program without monday.com’s prior written consent.
7. Company Responsibilities
7.1. Provision of Services. In accordance with this Agreement, the Company will provide the Service to the Referred Customers, in accordance with the Company’s then current terms and policies, governing the Service.
7.2. Payment Processing. The Company will process transactions placed by Potential Users who used the Tracking Mechanisms from the Partner Site to the Site. The Company reserves the right to reject and approve transactions in accordance with its terms and policies. Partner is not a party to any of the Company’s terms and/or agreement with Referred Customers, or to which any such Referred Customer is bound, in connection with the Service. Therefore, Partner shall have no rights in respect thereof.
7.3. Product Availability. The Company may, in its sole discretion, without notice, and without incurring any liability to Partner and/or Referred Customers, change, enhance or discontinue any feature of the Service. Partner agrees that the Company has no obligation to provide Partner with advance notice of any changes in any the Service or any portion thereof.
7.4. monday.com Plans. The Company may change the pricing, policies and operating procedures at any time consistent with applicable laws, without notice. Among others, the Company will determine the prices of the monday.com plans. Partner must track such changes and reflect them in the Partner Site or in any other relevant marketing means.
8. Partner Fees; Payment Terms
8.1 Partner Fees. Subject to the terms and conditions of this Agreement and Partner’s compliance with the provisions of this Agreement, in consideration for a successful referral of a Referred Customer by Partner that resulted in a purchase of a monday.com Plan (an “Account” or “Paid Account”), the Company shall pay the Partner Fees, in accordance with the Partner Fee Plan, provided that both of the following conditions are met (a “Qualified Purchase”):
8.1.1. Partner referred the Referred Customer through any authorized communication hereunder containing a Tracking Mechanism; and
8.1.2. Such purchase took place during the Eligibility Period, solely to the extent such Referred Customer was not under an eligibility period of another partner of Company.
8.2. Reporting. Within 14 days from the end of each calendar month, the Company shall provide Partner with a monthly electronic report specifying Net Sales and the Partner Fees earned, during the relevant month (the “Monthly Reports”). Invoices submitted by Partner, shall correspond to the Monthly Reports, as applicable. Any Deductions of Qualified Purchases that took place after the Monthly Report of such Qualified Purchase was delivered, then such Deductions shall be included in the next Monthly Report and deducted from next payment, accordingly.
8.3. Payment Terms. Subject to the terms and conditions of this Agreement, undisputed Partner Fees shall be due and payable in Unites States Dollars or at the currency, in which the Qualified purchase was made, at the Company’s sole discretion, within 45 days following the end of the month in which such Net Sales were received by the Company, through wire transfer or any other method chosen by the Company. Payment of Partner Fees shall be made against an undisputed and duly issued invoice. Invoice that do not correspond to the Monthly Report shall not be paid by the Company until amended by Partner to correspond the Monthly Report. Partner is responsible to provide the Company with full and accurate details as required for it to remit the Partner Fees, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide the Company with such details.
8.4. Threshold Amount. Notwithstanding anything in the foregoing to the contrary, in no event will the Company be required to pay to a Partner any Partner Fees unless and until at least the Monthly Threshold Amount has been accumulated in Partner’s account, and therefore in the event that, in any given month, the Partner has failed to reach at least the Threshold Amount by the end of a calendar month, any accumulated due Partner Fees shall be carried over and added to the next month’s Partner Fees, until the earlier of: (a) the month in which such Threshold Amount is met; (b) June 30th of the respective year; or (c) December 31st of the respective year.
8.5. Fraud Traffic. In the event that the Company reasonably suspects any Fraudulent Activity by Partner, the Company may delay any payment hereunder to Partner, to verify the relevant transactions and in the event that Company determines, at its reasonable discretion, that any Partner Fees arising out from a Fraudulent Activity, it shall recalculate and/or deduct the Partner Fees accordingly and in its sole discretion, and the Company shall further have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Designated Links and Tracking Mechanism assigned to such Partner, inoperative, and immediately block Partner’s access to the Program, with no compensation to Partner.
8.6. Taxes and Costs. The Partner Fees 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 the Company). 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 the Company is required to withhold any tax from any payment made to Partner hereunder, in accordance with applicable law, Partner hereby authorizes Company to make such tax withholding, as Company deems fit, at its discretion, to comply with applicable law.
8.7. Offset. If any excess payment has been made to the Partner, the Company reserves the right to adjust or offset the excess amount against any subsequent fees payable to Partner hereunder. In the event that Partner owes any amount to the Company, either hereunder or under any other agreement or obligation, Company may deduct and offset such amount from any payment to which Partner is entitled hereunder.
8.8. Entire Compensation. The Partner Fees represents the entire compensation due to the Partner with respect to its participation in the Program pursuant to this Agreement. Without derogating from the generality of the foregoing, except for payments in the Payment Period of the Qualified Purchase, in accordance with the Partner Fee Plan, the Partner shall not be entitled for any fee in respect of any renewal, trial version (if applicable), second purchase or otherwise.
9. Term and Termination
9.1. Termination for Convenience. Either party may terminate this Agreement effective upon 10 days prior written notice.
9.2. Termination by Company for Cause. The Company may terminate this Agreement: (a) if Partner is in material breach of this Agreement that is capable of cure, and fails to cure such breach within 5 days following a written notice by the Company, of such breach; (b) immediately upon written notice when the Partner is in material breach of the Agreement and that breach is incapable of cure, including, without limitation, breach of Sections 3.4 and 8.5; or (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; (iii) Partner is liquidated or dissolved; (d) immediately upon written notice to Partner if Partner is subject to Change of Control (as defined below); or (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. Partner shall notify monday.com in writing prior to the occurrence of any of the aforementioned events.
For the purpose herein, a “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.
9.3. Effect of Termination. Upon termination or expiration of this Agreement: (i) all rights and obligations of the parties shall cease (including, Partner’s participation in the Program and the License), except that subject to Section 9.4 hereunder, Company’s payment obligations in accordance with this Agreement, for Qualified Purchases that were fully paid for to the Company during the Term, shall proceed in accordance with their terms and conditions until no longer applicable; (ii) the Partner shall, at its own expense, return to the Company all Confidential Information and any materials or any embodiments thereof provided by the Company as soon as practicable after the date of such termination or expiration, or upon request of the Company, destroy such Confidential Information and provide a satisfactory evidence to that effect; (iii) the Partner shall cease any activity with respect to the Program and this Agreement, including without limitation, Partner shall promptly remove and cease use of all Tracking Mechanisms, Ads, Designated Links, Company Brands, and all other materials provided by, or created by Partner in connection with, the Company; and (iv) the Company shall not be liable to the Partner, merely because of termination or expiration of this Agreement, for compensation, reimbursement or damages for the loss of prospective profits, anticipated sales or goodwill, or otherwise. Partner acknowledges that it shall not have or acquire by virtue of this Agreement or otherwise any vested, proprietary, or other right in the promotion of the Service or in any goodwill created by its efforts hereunder. Any improvement to the goodwill of monday.com will vest with monday.com without further consideration to Partner (whether during the Term hereof or upon termination or expiration for whatever reason).
9.4. Effect of Termination for Cause. In the event of termination of this Agreement and your participation in the Program, due to cause in accordance with Section 9.2(a)-9.2(c) above, any and all Partner’s rights to receive the Partner Fees hereunder shall be forfeited and relinquished, immediately, without prior notification, and the Partner will not be entitled to receive any unpaid Partner Fees, regardless if such fees accrued during the Term or not. Partner hereby expressly waive any claim or demand in this regard.
9.5. Survival. Such clauses which by their nature are intended to survive shall survive including Sections 2, 8 solely to the extent related to payment terms for due Partner Fees, 9.5, 10.4, 11 through 15 18 shall survive the expiration or termination of this Agreement.
10. Partner Representations and Warranties; General
10.1. Partner Representations and Warranties. Partner hereby represents and warrants as follows:
10.1.1. It is either a legal entity, or to the extent it is an individual, then he/she is over the age of 18 and in all respects, Partner is qualified and competent to enter into this Agreement;
10.1.2. It is free to enter into this Agreement 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 as applicable to Partner, whether those laws are now in effect or later come into effect during the Term, in conducting its activities hereunder, including, without limitation, Anti-Bribery Laws, Export Laws, and Data Protection Laws, and shall not, by act or omission place the Company in violation of any of the foregoing;
10.1.3. 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 official 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 the Agreement; 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 the Agreement or the Company;
10.1.4. It will use no less than reasonable care, diligence, expertise and skill in performing its obligations under this Agreement;
10.1.5. Partner will not make any unauthorized, false, misleading or illegal statements in connection with this Agreement and/or the Program, the Company or regarding the Service. Partner will not make or give any representations, conditions or warranties concerning the Service, on behalf of the Company. Company will not be responsible for any representations, conditions or warranties made or given by Partner concerning the Service. Partner will not engage in, and will not solicit, accept, or maintain any Customer who engages in, illegal or deceptive trade practices or any other behavior prohibited by this Agreement;
10.1.6. It will make no representations, warranties or guarantees with respect to the specifications, terms, features or capabilities of the Service or otherwise relating to the Company and any of its products and services, that are inconsistent with the representations agreed upon under this Agreement;
10.1.7. It obtained and maintains all licenses, permits, approvals and other permissions (of whatever nature) required to perform its obligations in accordance with this Agreement., 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, Referred Customers and Potential Users); and
10.1.8. It and its authorized Sub-Processors shall abide by the terms of this Agreement, including the terms and conditions of the DPA and Exhibit A, in its performance hereunder.
10.2. Independent Contractors. This Agreement does not create employer-employee relationship between Company and the Partner, nor an agency, joint venture or partnership. Nothing contained in this Agreement shall be constructed to mean that the Partner’s acts as agents or representatives of Company except as expressly provided under the term of this Agreement, and neither party will represent that it has any authority to assume or create any obligations, express or implied, on behalf of the other party.
10.3. Offering of Special Offers by the Company. Partner acknowledges and understands that a part of Company’s relationship with its customers, including Referred Customers, the Company may at any time (directly or indirectly), at its sole discretion, offer to Referred Customers Special Offering.
10.4. Records and Audit. Partner will keep and maintain complete and accurate books, records and accounts relating to this Agreement. During the Term and for a period of 3 year thereafter, not more frequently than twice a year, Partner will, upon receipt of reasonable prior notice from the Company, give the Company and/or the auditor(s) appointed by the Company access, during normal business hours, to Partner’s books, records and accounts to the extent reasonably necessary to verify Partner’s continuing compliance with this Agreement, including compliance with all applicable laws, rules and regulations.
Notwithstanding the above, from time to time, the Company may make available to the Partner, information of a confidential nature including, but not limited to, information concerning the Service and proposed new versions of the Service, the existence of this Agreement and its terms, specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents, Potential Users’ or other users’ personal identifiable information (PII) and protected health information (PHI) and other data and information (in whatever form), as well as improvements, know how, intellectual property, patents (whether pending or duly registered) and any know-how related thereto, relating to Company, business and partners information – either orally or in writing (collectively, “Confidential Information”). The Partner shall not disclose such information to any other third party, or use such Confidential Information without prior written consent of the Company. The Partner shall treat such Confidential Information with the same care as it should exercise in the handling of its own confidential or proprietary information, but in no event less than reasonable care, and in no event shall such Confidential Information be disclosed to any person including employees, consultants, and/or contractor (collectively, “Partner Representatives”), unless such person or entity is bound by a like obligation of confidentiality. In any event, it is hereby clarified that the Partner shall be liable for any breach of the confidentiality obligations herein by any of its Partner Representatives. Upon termination or cancellation of this Agreement for any reason, any and all Confidential Information shall be immediately returned by the Partner to Company and the limitations and undertakings specified in this Section 11 shall remain in effect. As between the Company and Partner, the Service and any information, including Personal Data, relating to any customer or user of the Service, including, without limitation, Referred Customers and Potential Users, shall be deemed as Confidential Information owned by the Company.
12. Proprietary Rights
The Partner acknowledges that it obtains no ownership rights in, or any right or license to the Service or Company Brands under the terms of this Agreement. All right, title and interest in and to the Service and Company Brands, including any and all Intellectual Property Rights therein, shall at all times remain with the Company. Partner shall not be entitled to use Company’s Brands or other Intellectual Property Rights, other than in the manner expressly authorized by Company. In the event that Partner provides monday.com with suggestions and/or comments with respect to the Service (“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.
Partner will indemnify and hold harmless Company, 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 this Agreement, 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 this Agreement or the participation in the Program; and (d) any breach or default hereunder.
14. Limitation of Liability
14.1. 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 THIS AGREEMENT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
14.2. EXCEPT FOR ANY PAYMENT OF PARTNER FEES DUE HEREUNDER IN ACCORDANCE WITH THIS AGREEMENT, IN NO EVENT SHALL MONDAY.COM’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS DUE TO MONDAY.COM IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
14.3. 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 AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (B) DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET THE PARTNER OR ITS REFERRED CUSTOMERS’ REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE 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.
15. Non-Disparagement and Non-Solicitation
Partner agrees that during the term of the Agreement and until the later of (i) the lapse of the last Payment Period or (ii) 6 months after the expiration or termination of the Agreement, Partner will not, directly or indirectly: (a) refer a Referred Customer to a competitor of monday.com; (b) canvass, solicit, or endeavor to entice from monday.com, any person or entity who or which at any time during the Term was a Referred Customer; and/or (c) disparage monday.com or its products and services; provided however, that this 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 abides by the terms of the Agreement, including its obligations of confidentiality, and does not present such other competing vendors or their products or services in a way more favorable than monday.com and its products and services.
16. Partnership Platform
17.1. The Company may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion by providing Partner with 14 days prior notice of such modification. Notice of any change by e-mail, to Partner’s address as provided to Company, or the posting on the Site of a change notice or a new agreement, is considered sufficient notice to Partner of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Partner Fees, payment procedures and schedules, and Partner Program rules.
17.2. Notwithstanding the foregoing in Section 17.1 to the contrary, the Partner Fees Plan may be altered, modified or changed by the Company, from time to time, in its sole and absolute discretion, provided that the Company will notify Partner of such change of the Partner Fees Plan. Partner Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Partner Fees earned after such change is in effect will be paid according to the new conditions of the amended Partner Fees Plan’s effective date at which the payment has been made.
17.3. If any modification is unacceptable to Partner, its sole recourse shall be to terminate this Agreement. Partner’s continued participation in the Program following posting of a change notice or a new agreement on the Site will constitute binding acceptance of such change.
18.1. Reference. monday.com may use the Partner’s name and logo on its website and in its promotional materials 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.
18.2. Entire Agreement. This Agreement set forth is the entire agreement and the understandings between the parties relative to the subject matter contained herein and supersedes all other agreements, oral and written, therefore made between the parties, any amendment hereto must be in writing and signed by an authorized representative of Company and the Partner.
18.3. 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 give, (a) by personal delivery; (b) by certified or registered mail (postage prepaid and return receipt requested); or (c) sent by email, provided an acknowledgement of delivery was obtained (either by reply to such email or other confirmation of receipt). Whether delivered personally, by registered mail or by email, the date of receipt shall be deemed to be the day of such notice. Either Party may designate a different address by notice to the other given in accordance herewith.
18.4. 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.
18.5. 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.
18.6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws provisions. The courts of the city of Tel Aviv, Israel, shall have sole and exclusive jurisdiction and venue over any dispute related to this Agreement and both parties hereby consent to such jurisdiction and venue.
18.7. Assignment. The Partner shall not assign any of his rights and obligations under this Agreement, except with Company’s prior written consent. Company may assign any of its rights and/or obligations hereunder at Company’s sole discretion.
19. Voluntary Statement
19.1. Partner acknowledges and agrees that nothing herein and no statement by the Company or any of its employee or other person associated with the Company has prevented Partner in any way from seeking such advice before entering into this Agreement.
19.2. Partner has independently evaluated the desirability of participating in the Program and it is not relying on any representations or statements other than as set forth in this Agreement.
19.3. PARTNER HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON PARTNER WITHOUT RESERVATION. PARTNER HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO PARTNER TO INDUCE IT TO ACCEPT THIS AGREEMENT. PARTNER AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.
Partner Fee Plan
1. “Payment Period” means a period in respect of each Referred Customer, commencing upon the Qualified Purchase, as long as it is effective, and ending upon the earlier of: (a) the lapse of the 2 years; (b) the end of the Term in accordance with Section 9.2 of the Agreement; or (c) upon expiration or termination, for any reason or for no reason, of the subscription for the respective monday.com Plan underlying the Qualified Purchase.
2. “Potential User” means a person or entity that does not maintain an account with the Service as an administrator or user (either paid or unpaid), for its own or as part of its organization.
3. “Referred Customer” means a Potential User was referred by Partner’s Ad(s) or any other communication authorized hereunder, containing a Designated Link or any other Tracking Mechanism, registered a new Account with the Service and made a Qualified Purchase. To clarify, a Referred Customer shall not be any individual or entity who already has an account with monday.com or with whom monday.com engaged with prior to the referral by Partner.
2. Partner Fees.
1. Subject to Section 8 of the Agreement, the Partner Fees to which Partner shall be entitled for a Qualified Purchase of a Referred Customer, shall be equal to such percentage of the Net Sales collected and retained by the Company, during the Payment Period as designated in the Partnership Platform or such other Partnership Program Site used by Company to manage the Partnership Program. The percentage shall be based on Partner’s designated participation tier upon enrollment and as may be updated by Company from time to time at Company’s sole discretion.
2. For clarity, the Partner Fees are calculated out of the Net Sales collected for the Paid Account underlying the Qualified Purchase only, regardless of whether such Referred Customer made additional purchases under other accounts with the Service.
Technical and Organisational Security Measures
The following are a description of the minimum technical and organisational security measures implemented by the Reseller (and its Sub-Processors, if any) in accordance with this Agreement. This Exhibit A shall also serve as Annex II of the Standard Contractual Clauses, containing the minimum technical and organisational security measures implemented by the data importer, to the extent required. (Additional technical and organisational security measures may be included below)*:
All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Standard Contractual Clauses or the Agreement.
“Systems” means Provider’s information systems processing Personal Data (e.g. email systems, file storage solutions).
“monday.com Systems” means monday.com’s information systems to which monday.com has granted Provider or Provider Personnel access.
“Provider” herein shall mean Partner (and for clarity in the context of the DPA Provider shall also refer to Partner).
2. Conducting with Personal Data.
a. Allowed communications. Private channels such as WhatsApp, iMessage, or WeTransfer must not be used for processing Personal Data (e.g., transferring Personal Data to a third party or among Provider personnel). Instead, work-related services such as Slack, monday.com or your company email should be used.
b. Physical processing. Processing of Personal Data in physical form (e.g. printed documents) is prohibited.
a. Updates. All workstations must be running an OS version at least to within the last two versions.
b. Encryption. All workstations must be encrypted in accordance with industry standards (e.g., using FileVault 2/BitLocker).
c. Anti-malware. Workstations must be protected using a regularly updated anti-malware solution.
d. Screen lock. Workstations must be configured with lock screen timeout of no more than ten (10) minutes.
4. Physical Protection.
a. Device physical protection. Devices with access to monday.com’s Personal Data (e.g., laptops and mobile devices), especially when taken out of Provider’s office premises, should be securely handled. Devices must not be left unattended in public areas or inside vehicles.
b. Removable media. Removable media such as hard-disks, USBs and thumb drives must not be used to store or transfer Personal Data.
c. Reporting of loss or theft. Provider must immediately notify monday.com’s security team regarding the loss or theft of devices which can be used to access Personal Data. The notification method is via the following email: firstname.lastname@example.org.
5. Access Control.
a. Provisioning and Deprovisioning. Provider should implement an access management program that is designed to ensure that the access to Systems is granted based on a “need-to-know” basis and is revoked promptly following termination of employment or change in employment of Provider Personnel. Access to the Systems should be reviewed once a year to ensure that all existing access is appropriate.
b. Notification. Provider must promptly notify in writing its channel manager following termination of employment of any of its Provider Personnel who had access to monday.com Systems or following a change in Provider Personnel’s role, due to which access to monday.com Systems is no longer required, in order to allow monday.com to revoke such access.
c. Credentials. Provider should enforce the following password policy on its personnel:
i. Complexity. Passwords shall be at least 12 characters in length and shall contain characters from no less than three of the following four categories: uppercase letters (ABC), lowercase letters (abc), numeric (0-9) and special (!@#$%^&*).
ii. Storage. Credentials should not be stored in an unsecure way, including in the browser or in paper form
iii. Rotation. Passwords must be rotated at minimum once a year.
d. Multi-Factor Authentication (MFA). MFA should be enforced on the Systems.
e. Mobile devices. Smartphones that are used to access Personal Data must be protected by a PIN code or a password.
6. Human Resources.
a. Confidentiality Undertakings. All of Provider’s personnel should undertake a confidentiality obligation as part of their employment agreement.
b. Awareness and Education. Provider must periodically communicate to all of its Provider Personnel the security requirements set forth herein
Exceptions. Any activity that is not in alignment with the requirements set forth herein must be immediately communicated to monday.com’s security team at email@example.com.
*If the Partner implements additional technical and organisational security measures, please communicate such to monday.com at firstname.lastname@example.org.
Partner’s List of Sub-Processors
*In accordance with the DPA and subject to the terms of the DPA and without prejudice to the provisions in the DPA which handle the appointment of Sub-Processors
|Name of Sub-Processor||Services Performed||Sub-Processor Location||Purpose of Processing||DPA in place with Sub-Processor(Yes or No)|
*Partner shall separately provide the aforesaid list of Partner’s Sub-Processors to monday.com at email@example.com within 7 days of enrollment in the Partnership Program. In the event that no update to the Sub-Processors list has been provided by Partner, it shall be deemed by monday.com that the Partner does not engage any Sub-Processors for the performance of its obligations under the Partnership Program.