This End User License Agreement (“EULA” or “Agreement”) is a legal agreement between you and Presago, vendor on the Monday monday Marketplace. Presago is the legal owner of software applications (“Products“) that interoperate with applicable Monday monday Products and you purchase or evaluate from Monday monday Marketplace. This Agreement provides the terms and conditions by which you may use the Products. If you disagree with the Agreement or any part of it, please do not install or use the Products. By using it you agree to use the Products consistent with the terms of this EULA. The terms of any customer service agreement, purchase order, order, confirmation or similar document provided by the customer will have no effect and will not be considered agreed to by Presago.
When you are accepting this Agreement on behalf of your employer or another company or organization, you represent and warrant that you have full authority to act for and to bind that legal entity to this Agreement; the terms “you” and “your” will refer to that legal entity.
1. GENERAL
Products can be used only on devices that also have the Monday monday Product installed (or through which a Monday monday Product is otherwise accessed) and meet certain other technical requirements described in the Marketplace Guidelines of Mondaymonday, as amended from time to time by Mondaymonday.
2. SAAS PRODUCTS (CLOUD APPS / MONDAY APPS)
2.1 To make use of our SaaS Products, you may be required to register on the Monday monday Platform. You are to ensure that any information that you provide on the Monday monday Platform is correct, complete and current, as you shall be responsible for updating the accuracy of your information.
Once you have submitted an order for the subscription and/or renewal and/or use of the SaaS Products via the Monday monday Marketplace Platform or its authorized reseller, you shall be directed to your authorized use of the SaaS Products which shall include but not be limited to: the type of license you have acquired, your name, contact details, the number of permitted users inside the Monday monday product(s) and the SaaS Product(s), the required fees, and any other related information as reasonably required.
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To modify or revise this Agreement;
To update or modify documentation;
To make changes, update or discontinue Products or any feature or functionality thereof;
To terminate or restrict access to Products;
You may be required to click through the updated Agreement to show your acceptance in Product or accept it by remaining silent;
If you do not agree to the updated Agreement after it becomes effective, you shall discontinue the use of the App immediately.
3. GRANT OF LICENSE
3.1 These Terms entitle you to install and use one copy of the SaaS Products. These Terms do not permit the installation or use of multiple copies of the SaaS Products on a system that allows shared use of applications. Multiple copy use or installation is only allowed if you obtain the appropriate license for each copy of the SaaS Products. Furthermore, the SaaS Products may only be installed and used on the hardware systems you own, lease or which are controlled by you, or your third-party service provider, providing you remain responsible for the third party’s compliance with the terms and conditions of these Terms.
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Subscription License. Subscription-Based SaaS Products shall be granted on a time-specific limit as per the subscription license (“Subscription License”) providing you with a worldwide, non-exclusive, non-transferable, non-sublicensable use of the subscription-based SaaS Products, subject to automatic renewal for successive monthly or annual terms unless either Party notifies the other of nonrenewal or we cease to make a particular Subscription Service available. If you cancel the Subscription-Based SaaS Products, your subscription will terminate at the end of the then-current billing cycle, and you will not be entitled to any refunds for amounts accrued or paid prior to such termination. You acknowledge and agree to the use of the subscription-based SaaS products, which are provided to you as a cloud service and are hosted by us and/or the Monday monday Marketplace Platform. You also acknowledge and agree that Presago and/or the Monday monday Marketplace Platform may make changes to the Subscription-Based SaaS Products from time to time;
Evaluation License. We may provide you, at our sole discretion, with a limited license for the purposes of assessing the functionality of the SaaS Products (“Evaluation License”). The Evaluation License will provide you with the full version of the SaaS Product(s) for free up to thirty (30) days) (“Evaluation Period”), after which you must either purchase or uninstall the SaaS Product. Upon the expiry of the Evaluation Period, you shall be obligated to pay for the full license fee or stop using the SaaS Products and all components of the SaaS Products shall cease to function;
Free License. Free SaaS Products shall be granted to you at no cost and shall be provided to you on a time-limited, worldwide, non-exclusive, non-transferable, non-sublicensable limited license (“Free License”). Your use of the Free SaaS Products shall be subject to any other terms and conditions as we deem necessary and shall be for a stipulated period of time. You acknowledge that we may cancel the Free SaaS Products at any time and for whatever reason, at our sole discretion. You may, however, upgrade to a similar product offered as a Subscription-Based SaaS Product, if available, and all your application data will be transferred by us automatically.
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Use of any third-party services and information will be governed by the applicable license agreements or terms, if any, with such third party. You shall comply with the terms of these agreements. Presago is not responsible for these services;
Presago conducts no investigation or review of any of such third-party services and does not recommend, endorse, approve or disapprove of any of them.
4. RESTRICTIONS
The SaaS Products are licensed, not sold, to you and we shall retain ownership of all the SaaS Products, including copies of the SaaS Products.
You may not use, copy or install the SaaS Products on any system, or permit the use, copying, or installation of the SaaS Product on more than one Monday monday product(s). If you hold multiple, validly licensed copies, you may not use, copy, or install the SaaS Products on any system with more users than the number permitted by the applicable license.
You may not decompile, reverse-engineer, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, distribute or provide non-authorized users with access to the SaaS Products in whole or part;
You may not use the Saas Products for the benefit of any third party;
You may not incorporate any SaaS Products into a product or service you provide to a third party;
You may not interfere with any license key mechanism in the SaaS Products or otherwise circumvent mechanisms in the SaaS Products intended to limit your use;
You may not remove or obscure any proprietary notices on the SaaS Products or any permitted copies of the SaaS Products, or publicly disseminate information regarding the benchmarking performance of the SaaS Products, or otherwise attempt to derive the source code of the SaaS Products;
You may not use the SaaS Products in any manner, which is illegal or contravenes any applicable law, regulation or a third party’s intellectual property rights;
You may not modify the SaaS Products or create any derivative work of the SaaS Products. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the SaaS Products;
Use the Saas Products in any manner not authorized by this Agreement.
5. MAINTENANCE AND SUPPORT
We shall provide you with updates, add-on components, and/or enhancements made generally available from time to time, and online technical support for the purpose of addressing any technical issues you may experience in relation to the SaaS Products (the “Maintenance Services”).
5.1 You are eligible for maintenance of our Monday monday Apps as long as your paid, evaluation or free (if applicable) subscription is active.
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5.3 Our business hours are from 09h00am to 18h00 pm CET, Monday to Friday. We try to answer all requests within 24 hours, excluding national holidays. We are constantly monitoring our support channels in order to give priority to any emerging critical issues. The use of the Support Services is governed by our Service Level Agreement.
6. FEES AND PAYMENT
6.1 Pricing terms and conditions are set out in the “Pricing” section of Product details page on the Monday monday Marketplace and are subject to change. Moday monday Apps are subscription-based.
6.2 Any and all payments, delivery, renewals, subscriptions and refunds are handled by and managed through Monday monday and/or its authorized partners. Presago is not involved in these matters, is not responsible for the processing of payments, delivery, renewals, subscriptions or refunds, and shall not be liable for any matter in connection therewith. Please, refer to the “Pricing” section of Product detail page and to a relevant Monday monday Marketplace for more information about pricing, delivery, billing, subscriptions, renewals and payment terms.
7. TERMINATION
7.1 This Agreement shall commence upon first installation, download, subscription to or use of Product by you, whether Product is provided for evaluation, as a fully licensed version, or in any other form.
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You violate any term of this Agreement;
You infringe proprietary rights, rights of privacy, or intellectual property rights of any person, business or organization;
You engaged in other actions relating to or in the course of using Product that may be illegal or cause liability, harm, abuse or disruption for you, other users, Presago, any other third parties or for Product;
You significantly put our system at risk as a result of not using the designated user interface elements to access data and non- UI access as per the applicable documentation;
You attempt to access data from our servers in unsupported or undocumented ways;
We have not received our corresponding payment for Product from Monday monday and/or its authorized partners;
You illegitimately evaluate the product for a longer period than the one originally agreed;
It is required by law;
We cease offering or discontinue the Product.
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7.6 Upon termination, all license grants end and you must destroy and permanently erase all copies of Product and Presago’s confidential information, and cease all use. Whatever the cause of termination is, you will not receive any credits or refunds for any license or maintenance fees which you may have paid in advance (including fees for a perpetual license), except as may otherwise be provided by Monday monday Marketplace T&C. You agree and acknowledge that Monday monday and/or its authorized partners are responsible for refunds (if any) and you will not request any refunds from Presago.
7.7 The following provisions will survive any termination or expiration of this Agreement: Ownership, License Restrictions, Third Party Software and Services, Promotional Materials, Your Feedback, Confidentiality, Limitation of Liability, Miscellaneous.
8. LIMITATION OF LIABILITY
8.1 You agree that your use of the SaaS Products is at your own risk. To the maximum extent permitted by applicable law, in no event shall Presago be liable to you for, or to those claiming through you for, any indirect, consequential, incidental or special damage or loss of any kind including, but not limited to, loss of profits, loss of contracts, business interruptions, cost of substitute goods or services, loss of or corruption of data however caused and whether arising under contract or tort (including without limitation negligence). The limitations in this clause shall apply notwithstanding the failure of the essential purpose of any remedy.
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8.5 Each party must use reasonable endeavours to mitigate any loss or damage it sustains or incurs under or in connection with this Agreement.
9. INDEMNIFICATION
You agree to indemnify and hold Presago and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of content you submit to or publish on this website, your use of this website or any Products, your violation of this Agreement or your violation of any rights of a third party.
10. DATA
10.1 You agree that Presago may collect and use technical data and related information, including without limitation, technical information relating to your device, system, Product, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other services related to the Product. Presago may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technology to you.
10.2 If you evaluate and/or install Products those applications may transmit your data outside of Monday’s monday’s systems during normal use, and Presago may be able to obtain access to your data through the applicable Monday monday Product’s application programming interface (API). Such access may result in the disclosure, modification or deletion of your data by Presago or the Presago Products. Further, Presago may collect and use data pertaining to your configuration and/or use of the Presago Products. Any information that Presago collects from you or your device will be subject to our Privacy Policy.
11. CONFIDENTIALITY
11.1 Presago does not require you to provide Presago with any of your confidential or non-public information.
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Was rightfully in its possession or known to it prior to receipt of the Confidential Information;
Is or has become public knowledge through no fault of the Receiving Party;
Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation;
The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).
12. ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS
You acknowledge that:
Generally, the software is never wholly free from defects, errors and bugs; and therefore subject to the other provisions of these Terms, we give no warranty or representation that the SaaS Products will be entirely free from defects, errors and bugs;
Generally, the software is never entirely free from security vulnerabilities; and therefore subject to the other provisions of these Terms, we give no warranty or representation that the SaaS Products will be entirely secure;
The SaaS Products are only designed to be compatible with Monday monday software applications; we do not warrant or represent that the SaaS Products will be compatible with any other software;
The SaaS Products may use third-party hosting services which may be provided to you without any warranties. As such, Presago cannot ensure that these third-party hosting services are provided to you free of defect or without interruption.
13. MISCELLANEOUS
13.1 You agree that the laws of the Republic of Italy 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. You further agree that any disputes or claims related to this Agreement will be resolved by a state court located in the Republic of Italy.
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