Terms of Service | spot-nik.com

TERMS OF USE (TERMS OF SERVICE)

Last updated February, 2025

These Terms of Use (“ToU”) constitute a binding contract between Spot-nik Ltd. (“Company” or "we", "us", "our") and You – a legal entity (a company, a partnership, or any other legal entity) or an individual (an employee or authorized agent of an entity; hereinafter the “Customer” or "You"). The ToU govern Your use of any of our Applications (as defined below). It also governs your use of our website, available at www.spot-nik.com (the "Website"). Our Applications and Website will be referred to collectively hereinafter as the "Services".

The Company is neither a monday.com entity nor a monday.com partner, and it is not otherwise affiliated with monday.com. The Company shall not have any liability in relation to your use of the monday.com platform.

Be advised that these ToU apply solely to your contractual relationship with the Company. Your use of the monday.com platform may be subject to additional, separate, terms and conditions. You are solely liable for complying with such terms and conditions.

If You are acting on behalf of an organization to acquire a subscription to use our Applications, then You represent and warrant that You are duly authorized to enter into these ToU on behalf of the organization and that You have the proper authority to legally bind the organization, by these ToU.

Please read these ToU carefully before using our Services. By using our Services, you indicate that you accept and agree to these ToU, and to our Privacy Policy and DPA which are integral parts of them. If you do not agree to these ToU in their entirety, you must not use the Services.

These ToU may be amended from time to time. We will post any change to these ToU on our Services at a reasonable time in advance of the effective date of the change. The updated ToU will always be available on our Application Pages.

If you have any questions, comments or concerns regarding these ToU, please contact us at support@spot-nik.com.

Definitions
1. “Applications” means the monday.com supplementary applications, that are developed, owned and operated by us. The Applications include WorkFlow, SuperForm, SuperMail, Inventory and Reporting, and any other Application we may make available from time to time through the Marketplace;
2. “Application Page” means an Application's designated page on the Marketplace;
3. “Customer Data” means any data Customer decides, in its sole discretion, to input or upload to the Applications, including publicly available third-party data;
4. “Marketplace” means the marketplace operated by monday.com, that includes applications intended to expand the capabilities of the monday.com platform;
5. “Subscription Plan” means any of the available combinations of subscription cycle (monthly or yearly) and usage terms, as presented on an Application Page;
6. “Term” means the term of these ToU as specified in section ‎6.1 below.
Grant of License; Restrictions
1. Subject to these ToU, the Company grants Customer a limited, non-exclusive, worldwide, non-sublicensable, non-transferrable and revocable license, to install and use the Applications, and to use our Website, solely for Customer's internal business purposes (the "License"). All rights not specifically granted to Customer herein are exclusively reserved to the Company.
2. The Applications are available for installation through the Marketplace. Installation and use of the Applications are only available for registered and active users of monday.com. The Company shall not be liable for Customer's license to the monday.com platform and Customer shall bear all costs associated with acquiring a license and/or subscribing to the monday.com platform.
3. The Customer is solely responsible for installing and implementing the Applications in its organizational monday.com platform. The Company may, but will not be obligated to, provide Customer with assistance in the Applications' installation and implementation.
4. When using our Services, You may not, by Yourself or through others: (i) attempt to reverse engineer, decompile, disassemble, translate or otherwise seek to develop, copy or expose the Services (including the source code), or any part thereof or assist or allow any third party to do the same; (ii) use, copy, modify, merge, distribute, transfer or sublicense the Services or any part thereof, except as expressly authorized by us in writing; (iii) represent that You possess any proprietary interest in the Services or any part thereof, nor delete, deface or otherwise erase any proprietary notice of the Company from the Services or any part thereof; (iv) directly or indirectly, take any action to contest The Company's intellectual property and proprietary rights or infringe them in any way; (v) develop any derivative services or any other services based upon all or any part of our Services or any other proprietary or confidential information of The Company; (vi) develop or create, or permit others to develop or create, a product or service similar to or in competition with our Services; (vii) attempt to engage in: (a) any form of testing, scanning, scraping, probing, robotic navigating, bulk extracting or hacking of the Services; (b) breaching the security of the Services or identifying any security vulnerabilities thereof; (c) interfering with, circumventing, manipulating, impairing or disrupting the operation, or the functionality of the Services; (d) working around or circumventing any technical limitations in the Services; or (e) activities which may enable features or functionalities which are otherwise disabled, inaccessible or undocumented in the Services; (viii) use the Services in breach of these ToU; or (ix) use the Services for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability or otherwise violate any applicable law or industry standard, including any applicable laws and regulations governing copyrights, computer hacking, privacy and export control.
Updates. During the Term of these ToU, the Company may, but is not obligated to, update its Services under some or all of the available Subscription Plans, including without limitation by adding add-on features and functionalities to them ("Updates"). The Company may offer Updates to Customer at no additional cost, or at an additional fee, subject to stipulations in section 5 below.
Support
1. During the Term of these ToU, the Company may, but is not obligated to, provide the Customer with technical support for the Services in a timely manner, during Company's normal business hours.
2. We will not access Your installed instance of the Services for support purposes unless You provided us Your express authorization to do so.
Fees
1. Use of our Website is free of charge.
2. Use of our Application is subject to payment of the fees applicable to your chosen Subscription Plan, as presented on the Application's Page (the "Fees").
3. Payment of Fees shall be made by credit card to monday.com through the Marketplace. Any payments made through the Marketplace are subject to the terms stipulated by monday.com (and not by us), as listed on the Marketplace. Cancellation and refund of Fees shall be subject to monday.com's terms and conditions.
4. If You purchase a yearly subscription to the Services directly from Us, the following terms shall apply:
  1. Payment of the Fees shall be made by wire transfer, under the terms set out in the Purchase Order provided to Customer separately by Company.
  2. Unless expressly stated otherwise, the Fees are non-cancelable and non-refundable. The Customer is responsible for paying all Fees applicable to Customer's Subscription Plan, whether or not it has actively used, accessed or otherwise benefited from the Applications.
  3. The Company may, but is not obligated to, offer discounts or other benefits related to the Fees ("Benefits"). Unless stated otherwise, Benefits shall only apply to one subscription cycle.
  4. Failure to settle any overdue Fees within fifteen (15) calendar days upon receipt of a written notice from Company, will constitute a material breach of these ToU and, without limiting any remedies available to the Company, the Company may, in its sole discretion: (i) terminate your subscription; or (ii) suspend access to the Applications for some or all of the Customer's users, until payment is made current..
5. We reserve the right to change, from time to time, the available Subscription Plans and the Fees associated with them. We will make an effort to notify You of any changes in advance. In any way, such changes will not be applicable to You until the end of Your current subscription cycle.
Term and Termination
1. The License granted hereunder shall be in effect for the duration of your chosen Subscription Plan, and as long as you are subscribed to the Services (the "Term"). Following the Term, your subscription will be automatically renewed for subsequent Terms under your chosen Subscription Plan, unless you: (i) disabled the auto-renewal option; or (ii) cancel your subscription prior to its expiration, either by providing us with a 30-day written notice (email sufficient) or through the monday.com billing system. The Company reserves the right to refuse to renew Your subscription following its expiration, at its sole discretion.
2. Unless stated otherwise, your subscription will renew under the same terms. The Company reserves the right to change the Subscription Fees for subsequent subscription cycles. In such case, We will notify You of the new Subscription Fee a reasonable time before it takes effect.
3. Notwithstanding the foregoing, in the event of a material breach of these ToU by Customer, that has not been cured (to the extent such breach is curable) within 14 days from the receipt of a written notice thereof from the Company, the Company may immediately terminate these ToU and block Customer and its users' access to the Services. The foregoing shall be without prejudice to any other remedy the Company may be entitled to under applicable law or agreement.
4. Upon termination or expiration for any reason, the License granted hereunder shall terminate, and Customer shall not be allowed to further use the Services or any part thereof. The provisions of the ToU that by their nature should survive the expiration or termination of these ToU, shall so survive.
Customer Data
1. Customer Data must include true, accurate and complete details. Customer acknowledges that false, incorrect or outdated information may impair our ability to provide Customer with our Services.
2. You are fully accountable for any Customer Data you input or upload to our Services. By uploading Customer Data to our Services you represent to us that you have all necessary rights, authorizations or licenses to provide the Customer Data to us and allow us to use them for the following purposes: (i) providing you with our Services; (ii) where relevant, facilitating communications with third parties on your behalf (e.g., when you use our Super Mail Application); and (iii) improving and enhancing our services (in a manner that does not breach your confidentiality or any party's personal data).
3. Customer Data may include personally identifiable information of Customer, users in Customer's organization, Customer's clients, Customer's vendors and other third parties ("Personal Data"). The Parties warrant and represent to abide by any data privacy and data security laws and regulations applicable to them under these ToU, in order to allow the Company to lawfully process the Personal Data as set out above – all, in accordance with the provisions set forth in our Data Processing Addendum.
4. The Applications are developed and operated using the monday.com API. Customer Data is stored on monday.com’s servers, and not on our own servers, and is subject to monday.com's strict data protection standards.
5. The Applications function as an external interface for monday.com, allowing Customer Data (including, where relevant, Personal Data) to be extracted directly from Customer's monday.com account. The extracted Customer Data is displayed on the Customer's browser and then pushed back to Customer's monday.com account. We do not store any Customer Data on our servers, except for configuration data (monday.com ID and the interface settings set out by Customer and its users), which we use strictly for the purpose of facilitating the proper display of Customer Data to Customer.
Privacy. We respect your privacy. Our Privacy Policy explains how we use your Personal Data when you use our Services. We encourage you to read it carefully.
Intellectual property.
1. The Services and any revisions, corrections, modifications, enhancements, updates and/or upgrades thereto (and excluding Customer Data), are and shall remain The Company's property and protected under any applicable laws and treaties. All rights, title and interests in and to the Services, including without limitation patents, copyrights, trade secrets, trademarks, etc., all whether registered or not, evidenced by or embodied, attached, connected and/or related to the Services, and any goodwill associated therewith, are and shall remain the Company's sole property.
2. The Services are licensed and not sold. The License granted to You hereunder does not convey to You any interest in or to the Services, but only a limited right of use, revocable in accordance with the terms and conditions of these ToU.
Confidentiality.
1. ”Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs and software, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, and improvements and know-how related thereto.
2. Each Party herein must hold any Confidential Information in confidence using the same degree of care, but at least a reasonable degree of care, that it uses to prevent the unauthorized disclosure of its Confidential Information. Receiving Party may use Confidential Information only for the purpose of performing its obligations under these ToU.
3. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party is required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.
Warranties and disclaimers
1. THE SERVICES ARE PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, TRADE USAGE, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, EXPECTED RESULT, QUALITY, TITLE, PERFORMANCE, SECURITY OR COMPATIBILITY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY THE COMPANY, A REPRESENTATIVE OR OTHERWISE, WHICH IS NOT EXPRESSLY PROVIDED IN THESE TOU, SHALL BE DEEMED TO BE A WARRANTY BY THE COMPANY FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF THE COMPANY WHATSOEVER.
2. Your use of, and reliance upon, our Services is at your own risk. The Company shall not be liable to any outcome or result of Your reliance upon, or use of, the Services, or any actions or omission You perform in connection therewith.
3. Although we make efforts to have the Services available and operating without errors, on a 24/7 basis, the availability, quality and functionality of the Services depends on various factors, including software, hardware, and communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free, and we do not warrant that the Services will operate without disruption, errors or interruptions, or that it will be accessible or available at all times, or immune from errors, glitches or unauthorized access.
Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS, THE COMPANY AND ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, LICENSORS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF (COLLECTIVELY, OUR "STAFF"), WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION, WITH THESE TOU AND THE SERVICES, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS. WITHOUT DEROGATING FROM THE AFORESAID, IN NO EVENT WILL THE COMPANY’S CUMULATIVE LIABILITY HEREUNDER EXCEED THE AMOUNT PAID OR PAYABLE TO THE COMPANY BY YOU DURING THE SIX MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE.
Indemnity. You agree to indemnify and hold harmless the Company and our Staff, upon the Company’s request and at Your own expense, from, and against, any damages, liabilities, losses, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from or connected to any actual or claimed: (i) breach of these ToU, including by use of the Services outside the scope of the License granted hereunder; and (ii) the infringement of third party rights (including intellectual property rights), in connection with Your use of the Services.
Miscellaneous
1. These ToU shall be governed by and construed in accordance with the laws of the state of Israel, without reference to its conflict of laws rules. The parties agree that the sole and exclusive jurisdiction for any dispute arising out of or relating to Your use of the Services or these ToU lies within the courts of the Tel Aviv district, Israel.
2. We may, at any time and without prior notice, change the layout, design, scope, features or availability of our Services. Such changes, by their nature, may cause inconvenience or even malfunctions. We will make efforts to inform you of such changes in advance.
3. You may not assign or delegate these ToU or any of Your rights or obligations hereunder, without the Company’s prior written consent. Any purported assignment without the Company’s prior written consent is void. The Company may assign and delegate these ToU in their entirety, including all the Company’s rights, duties, liabilities, performance and obligations herein, upon notice to You and without obtaining Your specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of the Company’s equity or assets. By virtue of such assignment, the assignee assumes The Company’s stead, including all right, duties, liabilities, performance and obligations, and the Company shall be irrevocably released from the same.
4. The relationship between You and the Company is strictly that of independent contractors, and neither is an agent, partner, joint venturer or employee of the other.
5. These ToU constitute the entire and complete agreement between You and the Company concerning the subject matter herein. These ToU supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these ToU is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining provisions will remain in full force and effect. These ToU may be modified or amended only in writing, signed by the duly authorized representatives of You and the Company.
6. The Company shall not, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach by You, of any terms or provisions of these ToU. The waiver by the Company, of any breach by You, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.