Terms of Service
gilpen studio - monday.com App Terms of Service
Effective Date: April 2025
These Terms of Service ("Terms") govern your use as a customer ("Customer", "You", "Your") of the gilpen studio proprietary application ("App" or "Service") available on the monday.com Marketplace. These Terms apply when you install, access, or use the App within your monday.com account.
The App is developed and marketed by gilpen studio ("gilpen studio", "We", "Us", "Our"), with a contact address for notices at Tel Aviv, Israel.
The App enables monday.com customers to create, generate, and deploy no-code Machine Learning (ML) predictive models based on data residing within their monday.com account ("Customer Data").
By installing, accessing, or using the App, you signify your agreement to these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority1 to bind such entity to these Terms. If you do not agree to these Terms,2 do not install, access, or use the App.
These Terms, along with our Privacy Policy [Privacy Policy], constitute the entire agreement ("Agreement") between you and gilpen studio regarding the App and supersede any prior agreements or understandings. Terms from any purchase order you issue that differ from or add to these Terms are rejected unless explicitly agreed upon in writing by gilpen studio.
1. The App and Service
1.1. License Grant: Subject to your compliance with this Agreement and payment of any applicable fees, gilpen studio grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Term (defined below) to install, access, and use the App solely within your monday.com account for your internal business purposes related to creating, generating, and deploying ML predictive models using your Customer Data.
1.2. Functionality: The App provides tools and services for no-code ML model creation and deployment based on Customer Data within the monday.com environment.
1.3. Dependencies: You acknowledge that the App operates within and relies on the monday.com platform. Your use of the App is contingent upon maintaining a valid monday.com account and complying with monday.com's terms of service. gilpen studio is not responsible for the availability or functionality of the monday.com platform itself.
1.4. Technical Requirements: You are responsible for ensuring your monday.com account setup, computer systems, network connections, and configurations meet the necessary requirements to access and use the App effectively. gilpen studio is not responsible for providing equipment or underlying monday.com services. You are responsible for any third-party fees related to accessing monday.com and the internet.
2. Account and Access
2.1. Access via monday.com: Access to the App is managed through your monday.com account. You are responsible for maintaining the security and confidentiality of your monday.com account credentials.
2.2. Responsibility: You are solely responsible for all activities that occur under your monday.com account related to the use of the App, whether or not authorized by you. You must immediately notify gilpen studio if you suspect any unauthorized use of the App or any security breach related to your monday.com account that might affect the App.
2.3. User Management: You are responsible for managing user access to the App within your monday.com account and ensuring that only authorized personnel use the App in compliance with these Terms.
2.4. Information Accuracy: You agree to provide accurate and complete information if required for App setup or billing purposes and to update such information promptly if it changes. Any personal information collected by gilpen studio will be handled in accordance with our Privacy Policy [Link to Your Privacy Policy].
3. Rules of Conduct and Usage
3.1. Compliance: You agree to use the App in full compliance with this Agreement, all applicable local, state, national, and international laws, regulations, and statutes, including those related to data privacy, intellectual property, and export control. You also agree to comply with monday.com's acceptable use policies.
3.2. Prohibited Uses: You shall not:
* Use the App for any illegal, fraudulent, or unauthorized purpose.
* Use the App to process data in violation of privacy laws or third-party rights.
* Interfere with or disrupt the integrity or performance of the App or the data contained therein.
* Attempt to gain unauthorized access to the App or its related systems or networks.
* Use the App to build a competitive product or service.
* Use the App to generate models based on sensitive data types (e.g., health information, financial account numbers, government IDs) unless explicitly permitted by the App's features and allowed under applicable law and your own privacy policies.
4. App Availability and Updates
4.1. Availability: gilpen studio will use commercially reasonable efforts to ensure the App is available and functional, subject to necessary maintenance (scheduled and unscheduled) and factors beyond our reasonable control, including the availability of the monday.com platform, internet outages, or force majeure events.
4.2. Maintenance: We may need to perform maintenance that could temporarily affect App availability. We will endeavor to provide advance notice of scheduled maintenance where feasible.
4.3. Updates: gilpen studio may update or modify the App (including infrastructure, features, security, etc.) from time to time to improve the service, reflect changes in technology, or comply with legal requirements. We will endeavor to inform you of material changes that significantly reduce functionality via email or in-app notification. Your continued use of the App after updates constitutes acceptance of the changes.
5. Security
5.1. gilpen studio Measures: We implement reasonable technical and organizational security measures designed to protect the App and any data we process from unauthorized access, use, or disclosure. However, no system is perfectly secure, and we cannot guarantee absolute security.
5.2. Customer Responsibility: You acknowledge that you bear sole responsibility for the adequate security, protection, and backup of your Customer Data3 within your monday.com account and for the security of your access to monday.com. You agree to notify gilpen studio promptly if you become aware of any security breach related to the App.
6. Fees and Payment
6.1. Subscription Fees via monday.com: Access to and use of the App may be subject to subscription fees as specified on the monday.com Marketplace listing for the App. All fees are processed and managed by monday.com through the monday.com Marketplace billing system according to monday.com's terms and policies. You agree to pay all applicable fees as presented via the monday.com Marketplace.
6.2. Billing by monday.com: Billing frequency, methods, and terms are governed by the monday.com Marketplace. You must maintain valid payment information with monday.com as required.
6.3. Payment Terms: All fees are non-refundable except as required by law or as per monday.com's applicable refund policies for Marketplace apps. Fees are net amounts.
6.4. Taxes: You are responsible for all applicable taxes (e.g., sales, use, VAT) associated with your purchase and use of the App, excluding taxes based on gilpen studio's net income. monday.com may handle the collection of taxes as part of their billing process.
6.5. Payment Issues: Failure to maintain valid payment with monday.com may result in suspension or termination of your access to the App, as managed through the monday.com platform.
7. Term and Termination
7.1. Term: This Agreement commences upon your first installation, access, or use of the App and continues for the subscription term specified in the monday.com Marketplace listing ("Initial Term"). Unless otherwise specified, the term may automatically renew for successive periods ("Renewal Terms") unless either party gives notice of non-renewal at least 30 days before the end of the current term, or unless terminated earlier via the mechanisms provided by monday.com or as described herein.
7.2. Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches4 these Terms and fails to cure such breach within thirty (30) days5 of receiving notice. gilpen studio may suspend or terminate immediately for non-payment or breach of Sections 3 (Rules of Conduct), 8 (Intellectual Property), 9 (Confidentiality), or 10 (Data Protection).
7.3. Termination for Insolvency: Either party may terminate immediately upon notice if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases operations.
7.4. Effects of Termination: Upon termination or expiration: (i) your right to access and use the App ceases immediately; (ii) you must cease all use of the App and uninstall it if applicable; (iii) you must return or destroy gilpen studio's Confidential Information; (iv) any outstanding payment obligations become immediately due via the monday.com billing process where applicable. Termination does not relieve you of the obligation to pay fees accrued prior to termination.
7.5. Survival: Sections 6 (to the extent of defining fee obligations), 7.4, 7.5, 8, 9, 10, 11, 12, 13, and 14 shall survive termination or expiration of this Agreement.
8. Intellectual Property Ownership
8.1. gilpen studio IP: gilpen studio retains all right, title, and interest, including all intellectual property rights, in and to the App, its underlying software (object and source code), algorithms, methodologies, know-how, documentation, and any derivatives, modifications, or enhancements thereto. This Agreement does not grant you any ownership rights to the App.
8.2. Trademarks: Nothing in this Agreement grants you the right to use gilpen studio's trade names, trademarks, service marks, or logos, except as specified in Section 14.2.
8.3. Feedback: If you provide any feedback, suggestions, or ideas regarding the App ("Feedback"), you grant gilpen studio a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our products and services6 without restriction or compensation to you.
8.4. Usage Data: gilpen studio may collect aggregated, anonymized, non-personally identifiable data regarding your use of the App ("Usage Data") to analyze performance, improve the App, and for statistical purposes. Usage Data does not include your specific Customer Data or ML model outputs.
8.5. Restrictions: You shall not (and shall not permit any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source7 code or underlying algorithms of the8 App; (b) modify, translate, or create derivative works based on the App; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the App available to any third party except as permitted within your monday.com account; (d) bypass or breach any security device or protection used by the App; (e) use the App for purposes of competitive analysis or developing a competing product.
9. Confidentiality
9.1. Definition: "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, designated as confidential or that reasonably should be understood to be confidential given the nature of the information9 and circumstances of disclosure. gilpen studio's Confidential Information includes the App, its pricing (if not public), technology, and performance information. Your Confidential Information includes your non-public Customer Data.
14.3. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that gilpen studio may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of21 its assets.
9.2. Obligation: The Recipient agrees to: (i) use the Discloser's Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) maintain the confidentiality of the Discloser's Confidential Information using at least the same degree of care it uses for its own similar information, but no less than reasonable care; and (iii) limit disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as these Terms.
9.3. Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no fault of10 the Recipient; (b) was known to the Recipient prior to disclosure without a confidentiality obligation; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) was independently developed by the Recipient11 without use of or reference to the Discloser's Confidential Information.
9.4. Compelled Disclosure: If required by law or court order, the Recipient may disclose Confidential Information, provided it gives the Discloser prompt written notice (if legally permitted) and cooperates reasonably in seeking confidential treatment.
10. Data Protection and Privacy
10.1. Customer Data: As between you and gilpen studio, you own all right, title, and interest in and to your Customer Data. You are solely responsible for the accuracy, quality, legality, and appropriateness of your Customer Data, and for ensuring you have all necessary rights, consents, and legal bases to process Customer Data using the App.
10.2. gilpen studio Processing: You grant gilpen studio the right to access, use, process, and transmit Customer Data solely to the extent necessary to provide, maintain, and improve the App and fulfill its obligations under this Agreement. gilpen studio will act as a data processor (or service provider) with respect to any personal data within Customer Data processed via the App.
10.3. Processing Location: Customer Data processed via the App may be processed on secure servers managed by gilpen studio or its sub-rocessors located in the United States solely for the purpose of providing the App's functionality (e.g., generating ML models as requested by you). gilpen studio remains responsible for ensuring such processing complies with applicable data protection laws and the DPA, if applicable.
10.4. Privacy Policy: gilpen studio's collection and use of any personal information about you (e.g., account contact, support interactions) is governed by our Privacy Policy [Link to Your Privacy Policy].
11. Warranty Disclaimers
11.1. "AS IS" BASIS: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,12 FITNESS FOR A PARTICULAR PURPOSE,13 TITLE, AND NON-INFRINGEMENT.
11.2. NO GUARANTEE OF RESULTS: GILPEN STUDIO DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. GILPEN STUDIO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY ML MODELS, PREDICTIONS, OR INSIGHTS GENERATED BY THE APP.
11.3. ML MODEL LIMITATIONS: YOU ACKNOWLEDGE THAT ML MODELS AND PREDICTIONS ARE PROBABILISTIC AND BASED ON THE CUSTOMER DATA PROVIDED. THEIR ACCURACY AND UTILITY DEPEND HEAVILY ON THE QUALITY AND SUITABILITY OF YOUR DATA. GILPEN STUDIO DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES OR RESULTS FROM USING THE APP OR THE MODELS IT GENERATES.
11.4. NO RELIANCE: YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE OUTPUT OR PREDICTIONS GENERATED BY THE APP. THE APP IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL JUDGMENT.
12. Limitation of Liability
12.1. EXCLUSION OF INDIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GILPEN STUDIO OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS,14 GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO15 THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. LIABILITY CAP: TO THE MAXIMUM EXTENT PERMITTED BY LAW, GILPEN STUDIO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APP, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO GILPEN STUDIO (VIA MONDAY.COM) FOR THE APP DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3. BASIS OF BARGAIN: THE PARTIES ACKNOWLEDGE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 11 AND 12 REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13. Indemnification
13.1. By Customer: You agree to defend, indemnify, and hold harmless gilpen studio, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising16 out of or related to: (a) your use of the17 App in violation of these Terms or applicable law; (b) your Customer Data, including any claim that it infringes or violates third-party rights or privacy laws; or (c) any actions or decisions you make based on the output of the App.
14. Miscellaneous
14.1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State18 of Israel, without regard to its conflict19 of laws principles. The parties irrevocably agree that the competent courts located in Tel Aviv, Israel shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.20
14.2. Publicity: gilpen studio may identify you as a customer (including using your name and logo) on its website and in other marketing materials. You grant gilpen studio a limited license to use your trademarks for this purpose.
14.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and22 effect.
14.5. Entire Agreement: This Agreement (including the Privacy Policy [Link to Your Privacy Policy]) constitutes the entire agreement between the parties regarding the App and supersedes all prior communications and proposals. No modification shall be effective unless in writing and signed by authorized representatives of both parties.
14.6. Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
14.7. Independent Contractors: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture,24 agency, fiduciary, or employment relationship between the25 parties.
14.8. Notices: All notices under this Agreement must be in writing. Notices to gilpen studio should be sent by email to support@gilpenstudio.com AND/OR by mail to gilpen studio, Tel Aviv, Israel. Notices to you may be sent to the email address associated with your monday.com account or your billing contact information held by monday.com. Notices are deemed given upon receipt if delivered personally, one business day after sending by email (with confirmation of receipt requested or system log showing successful transmission), or five business days after sending by registered mail (if physical address is used).
