Moveo Boost Applications Partner Program - Terms and Conditions

Welcome to the Moveo Boost Applications Partner Program. Boost Moveo Ltd. ("Boost", "us", "we", or "our") is a company incorporated under the laws of the State of Israel, with an address at Lilienblum St. 31 Tel Aviv-Yafo and registration number 516422946. Boost offers solutions to enhance workflow efficiency and develops applications related thereto ("Apps"), which are available on the monday.com marketplace ("monday.com"). 

The term "Terms" refers to these terms and conditions, which outline the conditions for participating at the Moveo Boost Applications Partner Program ("Partner Program"). The Partner Program allows other official partners of monday.com, who accept these Terms, to market and promote our Apps on monday.com ("Partner"). If Partner does not consent to these Terms, Partner will be unable to participate in the Partner Program.

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1. Engagement. During the Term (as defined below), and subject to the terms hereof, Boost engages Partner on a non-exclusive basis to promote and identify potential customers for the App on monday.com, targeting monday.com users, for engaging such potential customers in revenue-generating purchases of App subscriptions (respectively, "Resale" and "Potential Customers"). For the purposes hereof, promotional efforts may include various strategies such as advertisements, online promotions, or sponsorships. Notwithstanding the foregoing, a potential customer who is already listed in Boost's database at the time of the Purchase will not qualify as a Potential Customer for a Commission (each as defined in Exhibit A).

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2. Engagement with Potential Customers. Nothing in these Terms shall be interpreted as obligating or preventing Boost from engaging with any customer, either independently or through the assistance of others. Nothing shall limit Boost’s right to modify or terminate any engagement with a customer at its sole discretion, and Partner waives any claim in connection therewith. Furthermore, nothing shall limit Boost's right to change the App, the services it offers to its customers or the prices payable therefor and Boost shall not be obligated to notify Partner of any such change. 

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3. Duties and Restrictions

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3.1. Partner's Duties. In order to conduct the Resale, the Partner is required to maintain an active account on monday.com and must be recognized as an official partner of monday.com, and shall notify Boost in writing immediately if it is no longer recognized as an official partner of monday.com. Partner shall at all times conduct its business activities in a manner that will reflect favorably on Boost and the App, using the highest commercial standards and in strict accordance with all applicable laws, rules, policies, directives and regulations. Partner shall comply with all of Boost's reasonable policies, instructions or guidelines, as may be provided to Partner from time to time. 

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3.2 Partner's Restrictions. Partner, its employees, agents, and anyone on its behalf shall not (attempt to) nor permit a third party to: (i) engage in any deceptive, misleading, illegal, or unethical business practices; (ii) directly or indirectly make an offer, payment, or provide anything of value to any government official for the purpose of influencing such official's actions, decisions, or influence in order to obtain, retain, or direct any business; (iii) Resale the App through any means other than as specified in these Terms.

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4. Commissions. In consideration of the Resale, Partner will be entitled to receive a commission, as set out in Exhibit A.

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5. Representations and Warranties. Each party hereto represents and warrants that (a) it is duly organized under applicable law; (b) it has the authority to enter into these Terms; and (c) the execution and performance of these Terms does not conflict with any contractual obligations it has to any third party, nor with any legal requirement. Partner further represents that it (i) has provided all necessary notices and has all necessary rights and consents required under applicable law to share the personal data of any potential customers with Boost and maintains records thereof; (ii) will conduct the Resale in compliance with the Laws; and (iii) will only maintain an active account on monday.com, remain an official partner of monday.com, and comply with any agreement it has with monday.com.

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6. Intellectual Property 

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6.1. Proprietary Rights. Boost and its licensors, as the case may be, own and shall at all times retain, all right, title and interest in its Apps, the Marks (defined below), and any proprietary or other materials it may share with Partner. Nothing in these Terms shall grant Partner any rights, implied or otherwise, to the Apps or Boost's other intellectual property. If Partner provides Boost with any feedback regarding the Apps, Boost shall not be subject to any non-disclosure or non-use obligations in respect of such feedback and may use such feedback without any consideration, in any manner it deems appropriate, including for commercial purposes, such as incorporating the feedback into its Apps. 

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6.2. Trademarks. During the Term, Partner is permitted to use Boost's name and logo (the "Marks") for all proper purposes in the marketing and promoting of Boost's Apps and the performance of its duties hereunder. Partner's use of the Marks shall be subject to Boost's prior written approval in each instance as well and its instructions as provided from time to time. Partner shall not make any claim to any of the Marks or lodge any filings with respect to any of the Marks or marks confusingly similar to any such Marks, whether on behalf of Boost or in its own name or interest, without the prior written consent of Boost. Upon the request of Boost, Partner shall discontinue its use of any such Marks. All use of the Marks shall inure to the benefit of Boost. If requested by Boost, Partner shall enter into registered user agreements with respect to the Marks pursuant to applicable trademark law requirements.

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7. Personal Data. Partner and Boost shall each serve as a data controller (or the equivalent term under applicable privacy law) of any personal data (as defined under applicable privacy law) of any Potential Customer processed in the performance of these Terms. If Partner provides Boost with any data about an identified or identifiable individual, including a Potential Customer, Partner represents and warrants that: (i) it has provided all necessary notices and has, and will maintain all necessary rights and legal bases required under applicable law to provide Boost with the personal data of such individuals in order to allow Boost to process and share such personal data as contemplated hereunder; and (ii) Partner will maintain a record of such legal bases, as may be required under applicable law. 

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7.1. Exclusions. Partner's obligations hereunder do not apply to any Confidential Information that Partner can demonstrate by written records: (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Partner through no act or omission of Partner; (b) was rightfully in Partner's possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Partner by Boost; or (c) was independently developed by Partner without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Partner in response to a law, regulation, or governmental or judicial order ("Order") will not be considered to be a breach of these Terms or a waiver of confidentiality for other purposes; provided, however, that Partner, to the extent permitted by such Order: (a) provides prompt prior written notice thereof to Boost; (b) reasonably cooperates with Boost in opposing such disclosure, (c) only discloses to extent required by such Order.

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8. Indemnification. Partner shall fully defend, indemnify and hold harmless Boost, its affiliates, and their respective directors, officers, employees, shareholders, customers, and agents from and against any and all liability (including reasonable attorneys' fees and court costs) for any claims, suits, actions, demands or threats of any third party relating to or arising out of: (i) any act, omission, failure to act or misrepresentation by Partner, including, without limitation, any representation or warranty regarding the App that is inconsistent with or broader than the scope of any warranty provided in these Terms; (ii) any breach or alleged breach of: (a) Partner's representations, warranties, or covenant set forth herein, (b) the terms of these Terms, (c) any applicable law or contract; or (iii) any infringement of a third party's right. Partner shall not settle any such claim without Boost's prior written consent if such settlement imposes any liability or responsibility on Boost. Partner shall not admit any fault on behalf of Boost. Notwithstanding the foregoing, Boost may be represented in any such suit by counsel of its own choosing at its own expense. 

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9. Disclaimer of Warranty. THE APPS ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. OTHER THAN THE WARRANTIES MADE EXPLICITLY IN THESE TERMS, BOOST DOES NOT MAKE ANY ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE) ABOUT THE APPS, INCLUDING WITHOUT LIMITATION THAT THE APPS WILL BE OF GOOD QUALITY, USEFUL FOR PARTNER'S OR THE POTENTIAL CUSTOMER'S, AS APPLICABLE, SPECIFIC NEEDS OR ANY PARTICULAR PURPOSE, ACCURATE, ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), RELIABLE, SECURE, COMPLETE, NON-INFRINGING, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER. IN ADDITION, BOOST DISCLAIMS ANY WARRANTIES RELATED TO THE PROVISION OF THE APPS ON MONDAY.COM; THE USE OF MONDAY.COM BY THE PARTNER AND THE CONDUCT OF THE RESALE THEREON IS ENTIRELY AT THE PARTNER'S OWN RISK AND MAY BE GOVERNED BY MONDAY.COM'S TERMS.

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10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOOST SHALL NOT BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA IN CONNECTION WITH OR ARISING OUT OF THESE TERMS. BOOST'S ENTIRE AND AGGREGATE LIABILITY UNDER THESE TERMS OR UNDER ANY CAUSE OF ACTION, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY RECEIVED BY PARTNER FROM BOOST DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM OR CAUSE OF ACTION. 

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11. Term and Termination

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11.1. Term. These Terms will take effect when Partner accepts them and continue in full force and effect for a period of twenty-four (24) months (the "Initial Term"). Following the Initial Term, these Terms shall automatically renew for additional twelve (12) month terms (each a "Renewal Term" and, together with the Initial Term, the "Term"). 

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11.2. Termination

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11.2.1. For Convenience. These Terms may be terminated for convenience by either party, without cause and without liability, by providing a sixty (60) days’ prior written notice to the other party. 

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11.2.2. For Cause. Notwithstanding the above, in the case of breach by Partner, Boost may terminate these Terms by providing seven (7) days prior written notice to the Partner, in the case of breach by the other party and where such breach is not cured within the notice period. Boost reserves the right to immediately terminate these Terms if the Partner's account on monday.com is terminated or if the Partner no longer holds the status of an official partner of monday.com. 

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11.2.3. For Bankruptcy. Notwithstanding the above, either party may terminate these Terms with immediate effect upon written notice in the event the other party: (i) makes a general assignment for the benefit of its creditors; (ii) applies for, consents to, or acquiesces to the appointment of a receiver, trustee, custodian, or liquidator for its business or assets; (iii) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any applicable bankruptcy or insolvency laws.

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11.2.4. Effect of Termination or Expiration. Upon termination or expiration of these Terms, Partner shall cease to provide its services to Boost. Upon termination of these Terms (i) Partner shall return all Confidential Information of Boost; (ii) Partner's rights with respect to Boost's Marks shall expire; (iii) Boost will discontinue all Commission payments, and the Partner shall have no right to claim any Commission; and (iv) Boost shall further have all rights available to it in law. Sections 5-11, 12(c), 15 and 16 shall survive termination of these Terms for any reason. 

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12. Independent Contractor Engagement. The relationship of the parties is that of independent contractors and neither party nor its agents, representatives or employees shall be considered employees, partners or joint-venturers of the other party. Partner may not, without Boost's prior written approval, make any binding representations about Boost, nor shall it act as Boost's agent, nor shall it have any authority whatsoever to propose or accept any representation, undertaking, guarantee, or any other kind of an obligation in the name and on behalf of Boost.

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13. Changes to these Terms. Boost reserves the right to amend these Terms at any time. Partner will be notified of any material changes adversely affecting Partner, and Partner's continued participation in the Partner Program shall constitute acceptance of the revised Terms.

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14. Notices. Any notices required to be given pursuant to these Terms shall be delivered or sent by registered mail or email transmission (with electronic confirmation of delivery) to the addresses of the parties set out herein (or such other address or email address as may have been notified) and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.

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15. General. These Terms set forth the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements or understandings between the parties regarding such matters. No amendments or waivers shall be effective unless in writing and executed by both parties. Boost may assign any rights or obligations under these Terms to any third party. Partner may not assign any rights or obligations under these Terms to any third party and assignments in violation of the foregoing shall be void, provided that it may assign all of its rights and obligations under these Terms to a purchaser of all or substantially all of such party's assets or share capital. These Terms shall be governed by the laws of the state of Israel without regard to conflicts of law provisions thereof. The parties agree that the competent courts in Tel Aviv-Yafo shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction. If any part of these Terms is found invalid or unenforceable by a court of competent jurisdiction, such part shall be interpreted to give maximum effect to its terms as possible under applicable law, and the remainder of these Terms shall remain in effect.

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Exhibit A – Commission

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1. Commission Rates 

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1.1. For each transaction with (i) each Potential Customer who, during the Term, purchases a subscription to an App on monday.com ("Purchase"), and (ii) for which the Partner completes the form citing Partner as the reseller to such Potential Customer through monday.com ("Form"), the Partner will receive a commission amounting to 30% of the total Transaction Amount (as defined below) that Boost receives for the applicable Purchase ("Commission"). Following the first Purchase, Partner will be entitled to receive a Commission for any subscription renewals (all included in the defined term "Purchase") made by the Potential Customer within twenty-four (24) months following the first Purchase. The Commission will solely be applicable to Purchases, specifically App subscriptions and their renewals on monday.com, and will not apply to any other services from which Boost receives payment, such as development and/or support services. It is hereby clarified that Boost shall not be responsible or liable for any payments made or not made by the Potential Customer to monday.com or by monday.com to Boost and/or the collection therefor. The Commission will be paid solely based on the actual Transaction Amount received by Boost. Boost's records regarding Purchases and received Net Revenues will be final and binding, serving as the sole basis for Commission payments. 

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1.2. In order to be eligible for the Commission, the completed Form must be submitted to Boost within thirty (30) days following the applicable App installation ; if the Form is submitted after this period, for any reason whatsoever, no Commission will be payable. Any and all pricings and charges of fees with respect to a Potential Customer's purchase of the App will be at Boost's sole discretion. 

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1.3. "Transaction Amount" shall mean revenues actually received by Boost from monday.com for a Purchase. 

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2. Terms of Commissions. Payment of the Commission shall occur following the relevant Purchase and within forty-five (45) days after Boost receives the payment for the Purchase from monday.com. Boost shall be entitled to withhold any required amounts in accordance with applicable law. The consideration set forth in this Exhibit A shall be the sole and complete compensation to which Partner shall be entitled in connection with the Resale under these Terms. Any dispute regarding Commission must be submitted within ninety (90) days of receipt or expected receipt of such Commissions by Partner. 

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3. Taxes. Boost shall not be responsible for any taxes owed by Partner arising out of Partner's relationship with Boost as set forth herein. Boost shall not withhold any taxes from the Commission paid to Partner, unless required by law.

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4. Expenses. It is clarified that any and all expenses or charges incurred by Partner in connection with its activities hereunder shall be borne exclusively by Partner, and Boost will not provide any reimbursements therefor.

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5. Commission Cap and No Double Payment. If a Partner currently participating or that will participate in the future in any monday.com program receives any commission payment directly from monday.com related to a Purchase (as defined herein), the Partner shall be entitled to a total commission of up to thirty percent (30%) of the total Transaction Amount. In such cases, Boost will pay the Partner only the difference between the commission received from monday.com and the thirty percent (30%) cap. Under no circumstances shall the Partner be entitled to receive cumulative commissions exceeding thirty percent (30%) of the Transaction Amount for the applicable Purchase.

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6. Minimum Payment Threshold. The Partner shall be entitled to receive the Commission payments only upon reaching a minimum accrued Commission amount of one hundred U.S. dollars (USD 100), in accordance with the terms set forth herein. If the Partner’s accrued Commission is below this threshold, no payment shall be made until the cumulative Commission amount meets or exceeds the minimum payment threshold.