Stiltsoft Europe App License Agreement for monday.com

Stiltsoft Europe OÜ (“we” or “us”) offers to license its App to you (“you” or “your”) under the terms of this Stiltsoft Europe App License Agreement for monday (“Agreement”).

This Agreement applies to any App that is available through the Marketplace and ordered via monday’s ordering and license management systems.

By clicking “I agree” or a similar button or checkbox, or by downloading, installing, subscribing to, accessing, or using the App, you accept and agree to this Agreement. No signature is required for this Agreement to be binding. The Effective Date is the earlier of: (a) the date you first click “I agree” or a similar button or checkbox; and (b) the date you first download, install, subscribe to, access, or use the App.

If you accept this Agreement on behalf of your employer or another legal entity, you represent and warrant that you have full authority to bind that entity, and “you” and “your” will refer to that entity. Signing up with an email address associated with an employer or other entity constitutes your representation that you are authorized to bind that entity to this Agreement.

1. Definitions

  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control or ownership with a party to this Agreement. “Control” means the power to direct management or affairs, and “ownership” means the beneficial ownership of at least 50% of the voting equity securities or other equivalent voting interests, or the maximum allowed under applicable law.
  • “App” means our application designed to interoperate with monday.com that you download from the Marketplace, run on your instance of monday.com, and hosted by monday. Apps are developed and distributed by us and are licensed through the Marketplace. Apps include any upgrades, modifications, updates, or error corrections we provide.
  • “App Page” means the section of the Marketplace dedicated to a particular App.
  • “monday” means any applicable monday entity. monday owns and provides the Marketplace and acts as a reseller of Apps available through the Marketplace.
  • “Marketplace” means the marketplace defined in the Marketplace Terms.
  • “Marketplace Terms” means the Marketplace Terms of Service and any other sections of the monday website applicable to apps provided by monday Marketplace partners and distributed through the Marketplace.
  • “monday.com” means monday.com platform developed and distributed by monday with which the App is used.
  • “Documentation” means our user guidelines, manuals, FAQ or support pages, App Page content, and other online documentation for the App, including provided in our Documentation Center.
  • "End User" means the individual whom you or your Affiliate authorizes to access or use the App.
  • “Scope of Use” means the extent of your rights to use the App as specified in your ordering documentation, which may include restrictions on (i) the number and type of End Users; (ii) the number of licensed copies or instances; (iii) the Subscription Term; and (iv) any other limitations or conditions.
  • “Sensitive Data” means any (i) categories of data listed in European Union Regulation 2016/679, Article 9(1); (ii) protected health information regulated by HIPAA; (iii) payment card data; (iv) information subject to regulation under the Gramm-Leach-Bliley Act; (v) social security numbers or other government ID numbers; or (vi) any data similarly protected under applicable laws.
  • “Subscription Term” means the period during which you may use or access the App as identified in your ordering documentation.
  • “Third-Party Code” means open source software and commercial third-party software included in or linked to the Apps. 
  • “Third-Party Services” means software platforms, services, or applications developed or provided by monday or by other monday partners and software developers.
  • “Your Data” means data contained in the attachments provided by you or your End Users in technical support requests. Your Data does not include (x) technical data or related information about your systems and the respective App; (y) information you provide when ordering or using the App, such as representative names, email addresses, or phone numbers; or (z) information provided to us by monday. We do not access or process any data that runs through Apps.

2. Ownership

We, our Affiliates, and our licensors own all rights, title, and interest in and to the Apps, including all worldwide intellectual property rights and all related trademarks, service marks, and logos.

The Apps are licensed, not sold, regardless of any terms such as “purchase” or “sale.” No “purchase,” “sale,” or other transfer of ownership of the Apps is intended or implied.

3. License Grant

Subject to the terms and conditions of this Agreement, during the applicable Subscription Term, and provided you have paid the applicable fees (unless the App is provided free of charge), you are granted a limited, worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to download and install one production instance of the App and use the App for a single instance of monday.com for your and your Affiliates’ own business needs:

  • for paid Apps - according to (a) the Scope of Use, (b) the terms and conditions specified in the “Pricing” section of the App Page, and (c) the Documentation;
  • for free Apps – in accordance with the Documentation.

No other right, title or interest is granted except as expressly stated in this Agreement.

The license is conditioned on ensuring that the maximum number of End Users who can simultaneously access and use the App does not exceed the number for which fees have been paid. That number is determined by the license tier you selected when ordering the App.

You must purchase a separate license and use a separate instance of the App for each instance of monday.com.

You are responsible for determining whether the App meets your requirements and any regulatory obligations related to its intended use.

4. Use Restrictions

Except as otherwise expressly permitted in the Agreement, you will not:

  • Reverse engineer, decompile or disassemble the Apps or otherwise seek to obtain or derive the source code, underlying ideas or algorithms, except as permitted by law.
  • Adapt, alter, modify, translate, make any attempt to create derivative works of/from the Apps.
  • Defeat, bypass, disable, interfere with or otherwise circumvent any license key mechanism in the Apps or otherwise circumvent mechanisms in the Apps intended to limit its use.
  • Attempt to access or use the Apps other than by using the access credentials provided to you by monday.
  • Compromise the security or operation of the Apps and our infrastructure, including probing, scanning, or testing the vulnerability of any system or network that we utilize.
  • Overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on our systems or networks.
  • Remove or alter any our or third party’s trademark, logo, copyright or other proprietary notices, legends, symbols or labels.
  • Redistribute, encumber, sell, rent, lease, sublicense, assign, or otherwise transfer the Apps or any rights or interest therein, or provide access to the Apps to a third party.
  • Use the Apps as part of a service provider or software-as-a-service, or otherwise display, perform, or publish the Apps or their parts to benefit from the use of the Apps.
  • Use the Apps for competitive analysis or to build competitive products.
  • Interfere with or circumvent App usage limits or Scope of Use restrictions.
  • Use the Apps to generate or send spam or unsolicited advertising. You must determine whether any anti-spam, advertising, e-commerce, or data protection laws are applicable to you considering the location of yourself, your contacts, or customers are located, and comply with these relevant laws when using the App.
  • Use the Apps to submit, upload, post, share, store, transmit or otherwise provide Your Data that:
    • is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including without limitation any pornography), is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or is otherwise objectionable in our opinion;
    • you do not have right to submit;
    • infringes the intellectual property rights or violates the rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right, right of publicity, personal data rights or any confidentiality or fiduciary obligations), or otherwise violates or promotes the violation of the rights of any third party;
    • contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software, or interferes with the access of any user, host or network.
  • Use the Apps in any manner not authorized by this Agreement.
  • Encourage or assist any third party to do any of the foregoing.

5. Payment, Subscriptions, Renewals, Refunds, and Delivery

The pricing terms and conditions are outlined in the “Pricing” section of the App Page and are subject to change.

The Apps are subscription-based.

All aspects related to delivery, subscriptions, payments, renewals, and refunds are managed through monday. We are not a part of these arrangements, which are exclusively between you and monday, and we shall not be held liable for any matters related to these processes. For more information about pricing, delivery, billing, subscription management, renewals, and payment terms, please refer to the “Pricing” section of the App Page and consult the Marketplace Terms.

If the Marketplace Terms or your other agreements with monday do not address refunds or refer to the developer’s terms and conditions, then no refunds will be provided.

6. End Users

Only End Users may access and use the Apps. You are responsible for the activities and for compliance with this Agreement of all your End Users, including how they use Your Data, even if they are not from your organization or domain.

The use of the Apps by you and End Users must fall within the Scope of Use, be according to Documentation and be solely for your or your Affiliates’ benefit. We are only required to provide the Apps to those End Users for whom you have paid the applicable fees (for paid Apps), and only such End Users are permitted to access and use the Apps.

You are solely responsible for the internal management and administration of the App within your organization. You are responsible for understanding and using the settings and controls for the Apps and for controlling whom you allow to become an End User.

You are responsible for whom you allow to become App administrators and any actions they take, including enabling/disabling the Apps, creating, de-provisioning, monitoring or modifying End User accounts, setting End User usage permissions, and managing access to Your Data by End Users or others.

You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow:

  • Administrators to have the access described in the Agreement; and
  • Our provision of the Apps to End Users. 

7. Third Party Code and Services

The App may be connected, interoperate or work with, and/or utilize Third-Party Code or Services.

You recognize and acknowledge that:

  • The Apps may include Third-Party Code, either open-source or licensed commercially by us. Where required, we provide attribution for the open source components distributed with the Apps in accordance with the applicable open source licenses. The applicable third-party licensor retains all ownership and intellectual property rights to Third-Party Code.
  • Your use of any Third-Party Service and information will be governed by the applicable license agreements or terms of service with such third party. You shall comply with the terms of these agreements. WE ARE NOT RESPONSIBLE FOR PERFORMANCE AND/OR RELIABILITY OF ANY THIRD-PARTY SERVICES, HOW THEY HANDLE YOUR DATA, AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD-PARTY SERVICES. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THIRD-PARTY SERVICES.

8. Support

The subscription price of an App includes version updates (maintenance) and general support. 

Maintenance and support for Software Apps are available during the applicable Subscription Term.

We do not provide support and maintenance for free Apps. We may provide support and maintenance for free Apps at our sole discretion and on our own ad hoc terms.

Support services are provided in accordance with our support terms and conditions described on the “Support and Service Level Agreement” page.

General support includes an online FAQ, online documentation, and assistance via online helpdesk (ticket system) or email.

Support is available in English. At our discretion we may make it available in other languages or through other communication channels.

Our provision of support services is subject to you providing timely access to your materials and information relevant to the matter in question, other resources, and personnel reasonably requested by us.

We will make updates or upgrades available for the Apps, if and when available.

Unless otherwise outlined on the applicable App Page, support and maintenance do not include any training, custom software development or implementation of custom features for the App, or any assistance with monday.com or any other Third-Party Services, including their updates, maintenance, or support.

9. Publicity Rights

You give us consent to use your name and to include a link to your website for the purposes of mentioning you as our customer for promotional, publicity, marketing or advertising purposes in our promotional materials. You can revoke this consent at any time by sending a request to smart-spreadsheet@stiltsoft.atlassian.net or by creating a ticket in our helpdesk system.

10. Your Feedback

If you choose to communicate to us any feedback, ideas or suggestions for improvement of the Apps, you grant us free-of-charge, perpetual, irrevocable, non-exclusive, transferable right to use, modify, share, distribute and communicate such feedback for any and all commercial or non-commercial purposes, without charge and free of any obligation of attribution. You warrant that any such feedback you communicated to us is not subject to any license or any other third party right and it is not confidential information.

11. Security, Data Collection and Privacy Policy

We have implemented and will maintain physical, technical, and administrative measures to protect the security of Your Data as outlined in the ‘Security and Compliance’ tab on the applicable Apps’s App Page.

Where we act as a data processor, we will make a Data Processing Agreement available to you upon request for your review and completion.

When we act as a data controller, our Privacy Policy applies.

12. Your Representations and Warranties

You (including anyone acting on your behalf) represent and warrant that:

  • You have the full right, power, and authority to enter into and fully perform this Agreement.
  • Your use of the App is in compliance with applicable laws and monday requirements.
  • You have obtained all necessary rights, releases and permissions to submit Your Data and your other content to the Apps or in relation to the Apps, and to grant the rights granted to us in the Agreement.
  • Your Data and its submission and use as you authorize in the Agreement will not violate any of your or third-party policies or terms governing Your Data.
  • Your Data, your other content, or the exercise of any rights granted under this Agreement by you will not violate any laws, contain any defamatory material, or violate or infringe any intellectual property, proprietary, privacy or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights).
  • You will not submit to the App or use the App to collect any Sensitive Data.

13. Our Representations and Warranties

We represent and warrant that:

  • We have the full right, power, and authority to enter into and fully perform this Agreement.
  • We own or otherwise have all rights necessary to provide the App and grant the rights and licenses granted in this Agreement, without infringing any third party's rights.
  • The Apps will operate in substantial conformity with the Documentation during the Subscription Term; we will not materially decrease the functionality or overall security of the Apps during the Subscription Term; and we use commercially reasonable efforts to ensure that the App does not include any viruses, spyware, back doors, or other malicious code intended to disable, limit, restrict, disrupt or provide, enable or allow unauthorized access to the App or to your information systems and networks. This warranty does not apply to unauthorized use or modification of the Apps by you or to Third-Party Services. If we breach this warranty and you make a reasonably detailed claim within thirty days of discovering the issue, we will use reasonable efforts to correct the non-conformity. If we determine such remedy to be impracticable, either party may terminate the Agreement in relation to the applicable App. We will then prorate and refund you any pre-paid fees for the terminated portion of the applicable Subscription Term. These procedures constitute your exclusive remedy and our entire liability for breach of this warranty.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION ABOVE, THE APPS AND SUPPORT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. YOU ASSUME RESPONSIBILITY FOR SELECTING THE APPS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APPS OR INFORMATION MADE AVAILABLE VIA THE APPS. WITHOUT LIMITING THE FOREGOING PROVISIONS, WE MAKE NO WARRANTY THAT THE APPS WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES, THAT THE APPS WILL MEET YOUR REQUIREMENTS, OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD APPS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

14. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE APP, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OR CAUSE OF ACTION, THE TOTAL AMOUNT ACTUALLY RECEIVED BY US UNDER THIS AGREEMENT FOR YOUR USE OF THE APP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE IN WHICH THE CLAIM AROSE. THIS SECTION SHALL NOT APPLY TO EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR TO YOUR BREACH OF THE LICENSE RESTRICTIONS SET FORTH IN SECTIONS 3 and 4. The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to free Apps, including any maintenance, warranty, and indemnity obligations. Our aggregate liability to you in respect of a free App is limited to US$50.

Other than our express obligations under Section 11, we assume no responsibility or liability for Your Data, and you are solely responsible for Your Data and the consequences of submitting and using it with the Apps.

Neither party shall be liable for any loss resulting from a cause over which it does not have direct and reasonable control, including but not limited to, the failure of electronic or mechanical equipment or communication lines, Internet, telephone or other interconnect problems, unauthorized access, theft, your errors, or events of force majeure.

15. Indemnification

Indemnification by You. You agree to indemnify, defend and hold harmless us, our Affiliates, officers, directors, employees and agents from and against any and all third-party claims, costs, liabilities, expenses, losses, damages, suits, judgments, and attorney's fees, of every kind and nature, arising from or relating to (i) any claims or disputes brought by your customers or your End Users arising out of their use of Apps, or (ii) Your Data.

Indemnification by Us. We agree to indemnify, defend and hold harmless you, your Affiliates, officers, directors, employees and agents from and against any and all third-party claims, costs, liabilities, expenses, losses, damages, suits, judgments, and attorney's fees, of every kind and nature, arising from or relating to infringement of any third-party intellectual property right, by your use of the paid App. Our indemnification obligations above do not apply: (i) if the total aggregate fees we receive with respect to your subscription or license to the App in the twelve (12) month period immediately preceding the claim is less than US$25,000; (ii) if the App is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (iii) to unauthorized use of the App; (iv) to any claim arising as a result of Your Data, your other content, Third-Party Code, Third-Party Services, or circumstances covered by your indemnification obligations in subsection “Indemnification by You”; or (v) if you settle or make any admissions with respect to a claim without our prior written consent. This subsection sets forth our sole liability and your exclusive remedy with respect to third party claims of intellectual property rights infringement in connection with any App.

As a condition to the parties’ obligations under this Section, the indemnified party must provide to the indemnifying party (i) prompt written notice of the claim (and in any event notice in sufficient time for us to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement and defense (if applicable) of the claim (and, in no event, will the indemnifying party agree to any settlement or admission of fault or liability on the part of the indemnified party without the written consent of the indemnified party), and (iii) all reasonable necessary cooperation. 

16. Modifications

We reserve the right, at any time and at our sole discretion:

  • To modify or revise this Agreement.
  • To update or modify Documentation.
  • To make changes, update or discontinue our Apps or any of their features and functionality at any time.
  • To terminate or restrict access to an App.

If a revision of the Agreement meaningfully reduces your rights, we will use reasonable efforts to notify you at least thirty days prior to its effective date, for example:

  • By sending an email to your designated contact;
  • By posting the amendments or the amended Agreement on our website; or
  • By making an in-App notification.

You may be required to click through the updated Agreement to demonstrate your acceptance. If you do not agree to the updated Agreement after it becomes effective, you shall immediately discontinue use of the Apps.

Your continued use of the App after a change or update has been made will constitute your acceptance to the amended Agreement.

17. Term and Termination

This Agreement shall commence upon first installation, download, subscription to or use of the relevant App by you.

Unless earlier terminated as set forth herein or terminated due to the expiration of the trial period, this Agreement shall be effective as of the Effective Date and expire on the date of expiration or termination of the applicable Subscription Term.

You may terminate this Agreement at any time in relation to any or all Apps, for any reason or no reason upon providing written notice to us.

Without limiting other remedies, we may suspend or terminate this Agreement with you, or may terminate or suspend your use of the App(s) at any time and with no liability to you if:

  • monday terminated its partner agreement with us.
  • You are in breach of any term of this Agreement, provided that such breach, if curable, remains uncured for fifteen days after your receipt of notice from us.
  • You infringe on our or our Affiliates’ proprietary rights, rights of privacy, or intellectual property rights.
  • You have been engaged in other actions relating to the App that may be illegal or cause liability, harm, abuse or disruption for you, other customers, us, any other third parties, or for any of our Apps.
  • We have not received our payment pertaining to your use of the App from monday.
  • It is required by law.
  • We ceased offering or discontinued the App.

We may terminate your right to use free Apps at any time and for any reason or for no reason at our sole discretion, without liability to you.

Your license will terminate upon expiration of its term or upon any earlier termination of this Agreement

Upon expiration or termination, all license grants end and you must destroy and permanently erase all copies of the App and the Documentation, and cease all use. 

Whatever the cause of termination is, you will not receive any credits or refunds for any license or support fees which you may have paid in advance, except as may otherwise be provided by the Marketplace Terms.

The following provisions will survive any termination or expiration of this Agreement: Sections 2 (Ownership), 4 (Use Restrictions), 5 (Payment, Subscriptions, Renewals, Refunds, and Delivery), 7 (Third Party Code and Services), 9 (Publicity Rights), 10 (Your Feedback), 12 (Your Representations and Warranties), 13 (Our Representations and Warranties), 14 (Limitation of Liability), 15 (Indemnification), 17 (Term and Termination), 18 (Dispute Resolution; Governing Law), and 19 (Miscellaneous).

18. Dispute Resolution; Governing Law

Informal Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of thirty (30) days, either party may pursue relief as may be available under this Agreement pursuant to subsections “Choice of Law” and “Location for Resolving Disputes”. All negotiations pursuant to this subsection will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.

Choice of Law. You agree that the laws of the Republic of Estonia govern this Agreement, its subject matter, any action related to this Agreement, and any claim or dispute that may arise, without regard to the conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.

Location for Resolving Disputes. You further agree that any disputes or claims related to this Agreement will be resolved by a state court located in the Republic of Estonia. BY ENTERING THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US AND OUR AFFILIATES BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE STATES COURTS IN THE REPUBLIC OF ESTONIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

19. Miscellaneous

Consent to Receive Communications in Electronic Form. You agree:

  • to receive contractual and marketing communications (to the extent permitted by applicable law) from us in an electronic form via the email address(es) you have submitted, including contact details provided to us by monday, or using other electronic means of communication; and
  • that this Agreement and all other agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.

Independent Contractors. The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.

Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

Export/Import Laws. You must ensure that you comply with any applicable export or import rules, regulations and restrictions applicable to your licensing or use of the App.

Government Rights. To the extent applicable, the App is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure, or transfer of the App is governed solely by the terms of this Agreement, and all other use is prohibited.

Assignment. You may not assign or transfer the Agreement without our prior written consent, except that you may assign all of your rights and obligations under this Agreement to any legal entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as (i) you give us written notice of any such assignment at least fifteen days before such assignment and (ii) the assignee agrees in writing to be bound by all terms and conditions of this Agreement. We may assign, transfer, and delegate our rights and obligations under this Agreement without your consent. You acknowledge and agree that our Affiliates, contractors and service providers may exercise all our rights under the Agreement.

Entire Agreement. This Agreement is the entire agreement between you and us relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, letter or other communication between the parties relating to its subject matter during the term of this Agreement. This Agreement does not give any third party any rights or remedies hereunder.

Last updated: