monkThese Terms and Conditions (“Terms”) are a legally binding agreement between MonkOS Inc., addressed at 330 Wythe Ave, Brooklyn, NY 11249, United States (“MonkOS” or “us” / “our”) and you, as a customer using MonkOS services (“You” or “Customer”, and each, a “Party”, and collectively, the “Parties”). The Terms govern your registration and use of our platform, encompassing automated analysis of your code and configurations, the generation of deployment suggestions, and the autonomous execution of deployment processes in your systems (“Platform” and “Services”).
Your use of the Services is governed by the subscription plan applicable to you, including its scope, pricing, features, and term, as presented during online checkout or set out in the relevant order form (the “Subscription Plan”). Where an order form or other written agreement approved by MonkOS specifies commercial terms (e.g., fees, scope, or duration), those commercial terms prevail over any conflicting provisions in these Terms, and all remaining provisions of these Terms continue to apply.
PLEASE REVIEW THESE TERMS CAREFULLY BEFORE ACCESSING AND USING THE SERVICE. BY ACCESSING, REGISTERING OR OTHERWISE USING OUR SERVICES YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, PLEASE DO NOT USE ANY OF OUR SERVICES.
Amendments to the Terms
We reserve the right to amend these Terms from time to time, to reflect changes in law, our Services, or business practices. The most recent version of these Terms will always be posted on our website, and the update date will be reflected in the “Last Updated” heading. If we make any significant changes adversely affecting your rights and obligations, and per applicable law, we will provide you with notice of such changes, such as by sending an email. If you do not agree to the updated Terms, you may cancel your Subscription Plan before the changes become effective and stop using the Services. YOUR CONTINUED USE OF ANY OF THE SERVICES AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
Definitions
“Account” means the Customer’s or its Authorized Users’ online account enabling the use and management of the Services.
“Affiliates” means any entity which is controlled by or in common control with one of the Parties.
“MonkOS Technology” means the hosted cloud-based solutions, including any software provided as part of the Services, interfaces, connectors, API, SDKs, sample code, software libraries, command line tools, and other related technology, as well as any new features, free trials, beta and alfa version, including the “look and feel” and all related or underlying technology and any modifications or derivative works of the foregoing. MonkOS Technology does not include Third Party Materials.
“MonkOS Proprietary” means the MonkOS Technology, MonkOS Marks, Suggestions, Documentation and, in each case, any information, content, image, video, code, data, or text available therein.
“MonkOS Marks” means any trademarks, service marks, service or trade names, logos, and other designations of MonkOS.
“Authorized User” means those employees, contractors, Affiliates and end users, as applicable, authorized by the Customer to use the Services in accordance with these Terms.
“Confidential Information” means all nonpublic confidential information disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in the context of the relationship under these Terms, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, can reasonably be understood to be confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was or is in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) was or is lawfully disclosed to the Receiving Party by a third party without restriction on the disclosure; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
“Customer Data” means information, data and other content that the Customer or its Authorized Users submit, transmit, or upload to or through the Services during the Term, in any format (excluding the MonkOS Proprietary, Suggestions and Usage Data). Customer Data shall include source code, configuration files, cluster state, chat inputs, and any other instructions or materials provided for the purpose of generating deployment Outputs (as such term is defined below).
“Documentation” means the MonkOS user manuals, handbooks, FAQs, guidelines, website content, and other guides relating to the Services available to the Customer either electronically or in hard copy form.
“Outputs” means any deployment configurations, automation scripts, recommendations, or other responses generated by the Services based on the Customer Data, which may be autonomously applied by the Services unless otherwise configured by the Customer.
“Suggestions” means all suggested improvements, feedback, commentary, ideas, concepts, inventions, characters, plots, titles, designs, artwork, programs, programming techniques, or other statements concerning the Services that the Customer or any Authorized Users provide MonkOS.
“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to MonkOS.
“Usage Data” means analytic, statistic, measurement data and telemetry collected by MonkOS relating to the Customer’s or any Authorized Users’ use of the Services and the MonkOS Technology, including click stream data, duration, errors and crashes, logs (including access logs), etc.
Right of Use, Ownership and Restrictions
MonkOS hereby grants the Customer, together with its Authorized Users, a non-exclusive, non-transferable (except as otherwise permitted herein), non-sublicensable, revocable, limited right to access and use the Services, during the Term, solely in accordance with these Terms, the Documentation and the Subscription Plan, and in compliance with applicable law, for the Customer’s own business purposes. Except as provided herein, MonkOS or its licensors retain all ownership and intellectual property rights to MonkOS Proprietary, and derivative works thereof, and to anything developed or delivered by or on behalf of MonkOS under these Terms.
Customer may open an Account by authenticating through a third‑party single‑sign‑on provider (each, an “SSO Provider”) such as GitHub or Google, with authentication managed through Auth0. By choosing this option, Customer (a) authorizes MonkOS to receive from, and transmit to, the SSO Provider the information reasonably necessary to create and maintain the Account; (b) represents and warrants that it is entitled to do so and that such authorization does not breach any agreement between Customer and the SSO Provider; and (c) acknowledges that MonkOS has no control over, and assumes no liability for, the acts or omissions of any SSO Provider, including any fees, usage limits, or service disruptions imposed by that SSO Provider. MonkOS will use any credentials or tokens received from an SSO Provider solely for the purpose of authenticating access to the Services and will not store Customer’s underlying SSO password.
Except as permitted in these Terms, the Customer and its Authorized User, shall not, directly or indirectly: (i) copy, modify, create derivative works, rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the MonkOS Proprietary, the Services or the Documentation, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) remove any proprietary notices from the MonkOS Proprietary, the Services or the Documentation; (iv) use the Services to offer or operate managed services, outsourcing, application service provider functionality, or similar commercial solutions for third parties; (v) use the Services to build or improve a competing service; or (vi) use the Services for any illegal, immoral, or unauthorized purpose (including that which would infringe upon the rights of a third party) or that is otherwise in breach of applicable law.
Without derogating from the generality of the above, Customer and its Authorized Users shall not use the Services for any software or utilization that, wholly or partially, (i) supports the design, manufacture, provision, or facilitation of weapons or violent acts; (ii) produce, market, or distribute illegal drugs; (iii) deliver unregulated medical diagnosis, life‑support, or other high‑risk health functions; (iv) create, distribute, or solicit child‑exploitation, extremist, or hate content; (v) violate export‑control or economic‑sanctions laws; or (vi) transmit malware, spam, or engage in fraud or other unlawful activity. A breach of this Section 3.4 is a material breach of the Agreement and may result in immediate suspension or termination of the Services.
MonkOS reserves the right to modify, change, update the Services, the Documentation or the content thereof, as long as such change does not materially and adversely affect the Customer’s use of the Services, and will provide the Customer with an appropriate written notice prior to making any material changes that will impact the use of the Services during the Term. Notwithstanding the foregoing, MonkOS may discontinue or terminate the Services (in whole or in part) at its discretion, subject to providing prior written notice to the Customer within a reasonable time.
The Customer retains all rights, title, ownership and intellectual property rights in and to the Customer Data and the Outputs. Subject to these Terms, and solely to the extent necessary to provide the Service during the Term, the Customer grants MonkOS a worldwide, limited term license and right to use, access, process and transmit the Customer Data and the Outputs.
If the Customer or its Authorized Users choose to publicly share any code part or libraries, relevant prompts, any other type of Customer Data and/or Outputs through the Services, the Customer grants MonkOS and other users of the Services a non-exclusive, worldwide, royalty-free license to use, copy, modify, and distribute such shared content through the Platform, in accordance with its intended functionality.
MonkOS will not use Customer Data or Outputs to train, or allow any third party to train, any AI/ML models, unless the Customer has provided explicit prior consent. MonkOS external AI providers (such as OpenAI) are also contractually prohibited from using your data for training. Notwithstanding the foregoing, MonkOS may use (i) Usage Data that has been aggregated and de-identified so that it does not identify, and cannot reasonably be linked to, the Customer or any Authorized User, does not contain Customer Data or Outputs, and excludes Audit Records; and (ii) non-confidential feedback voluntarily provided to MonkOS, in each case to operate, secure, analyze, develop and improve the Services, including to train MonkOS models. MonkOS will not attempt to re-identify such Usage Data.
MonkOS may create and retain audit records relating to administrative, configuration, deployment and destructive actions requested or performed through the Services, and relevant actions performed outside the Platform that are detected by the Services, including the relevant Account and user, timestamps, requests, deployment plans presented for approval, approvals or rejections, configuration changes (including previous and new values), resulting actions and error output from executed commands (“Audit Records”). MonkOS may use Audit Records for security, accountability, and the establishment, exercise or defense of legal claims. Audit Records may be used as evidence of actions requested, approved, rejected, detected or performed in connection with an Account.
MonkOS may from time to time in its discretion engage third parties to perform the Services, provided however, that MonkOS shall remain responsible for the acts and omissions in accordance with MonkOS’ obligations herein.
The Services do not include professional services (e.g., training or consulting). Any such professional services must be expressly agreed in writing by the Parties in a separate statement of work or services agreement and may be subject to additional fees.
Customer Responsibilities
The Customer is solely responsible for all activities done under its Account and by any of its Authorized Users, or a third party under the Customer’s control, and MonkOS will not be held responsible for any unauthorized access to the Account by any such third parties. The Customer shall notify MonkOS immediately upon becoming aware of any unauthorized access to or use of the Account.
The Customer is responsible for properly configuring and using the Services subject to the Documentation and otherwise taking appropriate actions to secure, protect and backup the Account and the Customer Data, including its credentials allowing access to their Account, in a manner that will provide appropriate security and protection.
While MonkOS strives to generate deployment Outputs that are accurate and functional, the Customer remains solely responsible for validating their suitability prior to use. Outputs should be reviewed and tested in a staging or non-production environment to ensure alignment with the Customer’s infrastructure, configurations, and operational requirements. Customer is solely responsible for ensuring that any deployments made by the Services, meets Customer’s security requirements and expectations.
With no prejudice, the Services may include features that automatically executes and operates within Customer’s separately owned databases without manual review or confirmation, following Customer’s instructions while using the Platform. By using those features, you acknowledge and agree that you are assuming all risks associated with the execution of automatically generated code, including without limitation system outages, software defects, data loss, and security vulnerabilities. You are always responsible for any impact resulting from use of such features, including ensuring appropriate safeguards, testing, and monitoring are in place.
The Customer shall ensure that the Customer Data and the Customer’s use of the Services will not violate any applicable law. The Customer is solely responsible for the development, content, operation, maintenance, and use of the Customer Data and hereby warrants that: (i) the Customer Data will not infringe any rights, including any privacy rights or proprietary rights, of any third parties; and (ii) it has obtained all necessary rights, releases and permissions to submit all the Customer Data to the Services and to grant the rights granted under these Terms. The Customer Data shall not include sensitive data that is protected under a special legislation, unless otherwise agreed by the Parties.
MonkOS shall have the right, but not the obligation, to monitor Customer Data and usage of the Services to validate Customer compliance with the terms herein.
Customer is solely responsible for all fees, costs, and usage‑based charges assessed by third‑party cloud, hosting, or other service providers that arise from or relate to (i) Customer’s configuration of the Services, (ii) deployment or execution of any Outputs, or (iii) automated actions performed by the Services on Customer’s instruction. Customer should implement appropriate spend controls, alerts, and usage limits with its cloud providers.
Warranties and Disclaimers
The Customer represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under these Terms; (b) it will comply with these Terms, the Documentation and all applicable laws in its use of the Services; (c) all Customer Data is accurate, lawful and do not infringe or misappropriate any third-party rights; (d) it has obtained and will maintain all necessary rights, consents and permissions for the collection, processing and storage of Customer Data (including any personal data); and (e) all information provided by Customer to MonkOS is true, complete and correct. The Customer further represents and warrants each other representation and warranty set forth in these Terms.
MonkOS hereby represents and warrants that: (i) it has full legal authority to enter into these Terms; (ii) it has the professional skills and knowledge necessary in order to provide the Services; (iii) the Services will comply with the Documentation; (iv) the Services do not infringe on the proprietary rights of any third party; and (v) it and the Services will comply with applicable law.
EXCEPT FOR THE EXPRESS WARRANTIRS SET FORTH EXPLICITLY IN THESE TERMS, THE SERVICES AND THE MONKOS TECHNOLOGY ARE PROVIDED “AS IS”. EXCEPT TO THE EXTENT PROHIBITED BY LAW, MONKOS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES AND/OR THE MONKOS PROPRIETARY, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES: (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (II) ARISING FROM OF ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE; (III) THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE OR FREE OF HARMFUL CODE; OR (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
THE CUSTOMER ACKNOWLEDGES THAT OUTPUTS ARE GENERATED AUTOMATICALLY BY AI/ML MODELS AND MAY CONTAIN ERRORS, INACCURACIES, OR REPETITIVE PATTERNS. MONKOS DOES NOT GUARANTEE THE ACCURACY, ORIGINALITY, OR SUITABILITY OF ANY OUTPUTS, AND THE CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING THEM BEFORE USE.
ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
Support
At its discretion, MonkOS may offer limited, e-mail-based assistance to Customer during MonkOS’ regular business days and hours (Monday–Friday, excluding public holidays observed at MonkOS’ principal place of business). Any such assistance is provided on a commercially reasonable-efforts basis and may be modified, suspended, or withdrawn by MonkOS at any time without liability. Support inquiries should be sent to: support@monk.io.
Fees and Payment
In consideration for the right to access and use the Services granted hereunder, the Customer shall pay MonkOS such one-time and/or ongoing fees, at such rates and on such basis (whether prior to or in arrears of the performance of any Services) as presented as part of the Subscription Plan (“Fees”). Unless otherwise stated, all fees are non-refundable, including if the Customer terminates this these Terms prior to the end of the Term.
Subject to applicable law, the Fees are exclusive of any sales taxes and similar assessments. Without limiting the foregoing, the Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Customer hereunder, other than any taxes imposed on MonkOS’ income. Taxes will not be deducted from payments to MonkOS, except as required by applicable law, in which case the Customer shall increase the amount payable as necessary so that, after making all required deductions and withholdings, MonkOS receives and retains (free from any liability for taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made.
All payments shall be charged to the payment method provided by the Customer during the registration process at the start of each Subscription Plan cycle, in accordance with its terms. MonkOS will issue the Customer a valid invoice or receipt, which will be sent to the email address supplied at the time of registration.
To facilitate payment for the Service via bank account, credit card, debit card, or other payment methods, MonkOS engages one or more third‑party payment processors (each, a “Payment Processor”). All payment processing is performed by the applicable Payment Processor and is governed by that Payment Processor’s own terms, conditions, and privacy policy (collectively, the “Payment Processor Agreements”). By using the payment features of the Service, you (i) agree to comply with the Payment Processor Agreements, as updated from time to time by the relevant Payment Processor, and (ii) authorize the Payment Processor to store and automatically charge your designated payment method, including any replacement or updated card, to avoid interruptions in Service. MonkOS does not control and is not liable for any payment processing activities or fees; any disputes or questions regarding payments should be directed to the applicable Payment Processor.
Except as required by applicable law (as detailed below) or as expressly set forth in these Terms, the Customer acknowledges and agrees that all fees and charges are non-refundable once the Subscription Plan cycle has commenced, and cancellations will only take effect at the end of the current Subscription Plan Term.
Term, Termination and Suspension.
These Terms shall become effective in accordance with your Subscription Plan and continue until the earlier of (a) such Subscription Plan end date, or (b) such time that these Terms are terminated by either Party as set forth herein (“Term”).
Each Party may immediately terminate these Terms in the event the other Party is in breach of these Terms and fails to cure the breach within 30 days of receipt of written notice from the non-breaching Party. Furthermore, MonkOS may terminate these Terms immediately in the event: (i) MonkOS does not receive the applicable payments by the Customer; (ii) of institution of bankruptcy, receivership, legal insolvency, reorganization, or other similar proceedings by or against the Customer under any applicable laws, if such proceedings have not been dismissed or discharged within 30 days after they are instituted.
MonkOS may suspend the Customer’s and Authorized Users’ access to or use of any portion or all of the Services immediately upon notice to the Customer, in the event that the Customer’s use of the Services: (i) poses a security risk to the Services or any third party; (ii) could adversely impact MonkOS’ systems, the Services or any MonkOS Proprietary; (iii) will be a liability to MonkOS or its Affiliates; or (iv) could be fraudulent or unlawful, including with respect to any applicable export-law and sanctions.
Upon termination or expiration of these Terms: (i) any rights granted to the Customer under these Terms shall immediately terminate; (ii) each Party will immediately return or destroy the other Party’s Confidential Information in its possession; and (iii) any provisions hereof that by their nature should continue to apply the following termination shall continue to remain in effect.
The Customer acknowledges that upon termination or expiration of these Terms, the Customer shall be responsible for backing up the Customer Data, and MonkOS reserves the right to delete such data within 60 days following termination, unless otherwise agreed in writing by MonkOS .
Beta, POC and Free Trial Services.
MonkOS may (but is under no obligations to) offer the Customer free trials, proof-of-concept, pre-release and beta versions for its new or existing features (the “Trial Services”) including support services with respect thereto. MonkOS grants the Customer a non-exclusive, nontransferable right to access and use the Trial Services during the period in which they are provided to the Customer, solely for the Customer’s internal evaluation purposes, in accordance with the Documentation and subject to the access and use restrictions set forth in these Terms. Following the conclusion of Trial Services, MonkOS is not obligated to keep or store any Customer Data. Notwithstanding anything to the contrary herein, MonkOS provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by applicable law, MonkOS disclaims all implied warranties and representations related to any Trial Services, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. The Customer assumes all risks and all costs associated with its use of the Trial Services. The Customer’s sole and exclusive remedy in case of any dissatisfaction or MonkOS’ breach of these Terms with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of MonkOS to indemnify, defend, or hold harmless under these Terms are not applicable to the Customer’s access and use of any Trial Services.
Data Protection, Security and Backup
MonkOS shall process Customer’s Personal Data (as such terms is defined under applicable privacy laws), subject to its legal obligations and in accordance with its policy available here (“Privacy Policy”).
Subject to Section 3.8, MonkOS may, directly or through third party measurement tools, collect and use Usage Data and/or Suggestions for the purpose of improving, operating, and supporting the Services.
MonkOS continuously enhances its security strategy, adhering to industry standards and conducting independent third-party audits and certifications to mitigate risks and limit the impact of security incidents. However, while MonkOS implements robust physical, technical, and administrative measures to protect the Services and Customer Data from unauthorized access, destruction, use, modification, or disclosure, the Customer acknowledges and agrees that no system or technology can provide a guarantee of 100% security.
The Customer acknowledges and agrees that it bears sole responsibility for maintaining current and adequate backups of its Customer Data.
MonkOS disclaims all liability for any breach, loss, damage, or unavailability of Customer Data, including damages arising from unauthorized access, data breaches, or other security incidents, except to the extent required by applicable law or as expressly stated in these Terms.
Confidentiality.
Each party agrees to protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own similar information, but no less than reasonable care. Confidential Information may only be used to fulfill obligations under these Terms and disclosed solely to employees, agents, or contractors who need to know it for such purposes and are bound by confidentiality obligations no less restrictive than those in these Terms. Confidential Information does not include information that is publicly known, independently developed, lawfully received from a third party, or required to be disclosed by law, provided notice is given where possible. These obligations survive termination of these Terms for three (3) years, and indefinitely for trade secrets.
Indemnification
The Customer (in this sub-section the “Indemnitor”) shall defend, indemnify, and hold harmless MonkOS, its Affiliates and licensors, and each of their respective employees, officers, directors, and representatives (in this sub-section collectively, the “Indemnitees”) from and against any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising out of or relating to any third-party claim (a “Claim”) concerning: (i) the Customer’s breach of these Terms; (ii) the Customer’s use of the Services, including any related coed or deployment; (iii) any data, content, or materials provided or uploaded by the Customer, including without limitation Customer Data, including any infringement of third-party rights; or (iv) any violation of applicable laws or regulations by the Customer in connection with its use of the Services.
MonkOS (in this sub-section the “Indemnitor”) shall defend, indemnify, and hold harmless the Customer and its employees, officers, and representatives (in this sub-section collectively, the “Indemnitees”) from and against any third party Losses arising out of or relating to any Claim concerning: (i) infringement of a third party’s intellectual property rights by the MonkOS Technology (excluding Third Party Services or materials or any usage of the Services infringing the terms herein); or (ii) MonkOS’ gross negligence, willful misconduct, or fraud.
Indemnification obligations under this Section 12 shall only apply if the Indemnitees: (i) promptly notify the Indemnitor in writing regarding the applicable Claim; (ii) allow the Indemnitor to control the defense and settlement of such Claim; and (iii) reasonably cooperate with the Indemnitor (at the Indemnitor’s expense) in the defense and settlement of such Claim. The Indemnitor may not settle any Claim without the Indemnitees’ prior written consent if the settlement imposes any obligation or liability on the Indemnitees beyond those set forth in these Terms.
In the event of a Claim under Section 12.2(i), MonkOS may, at its sole discretion: (i) procure the right for the Customer to continue using the Services in compliance with these Terms; (ii) replace or modify the Services to avoid the infringement while maintaining substantially similar functionality; or (iii) terminate the Customer’s right to use the affected portion of the Services and refund any prepaid amounts for the terminated portion of the Term.
This Section 12 constitutes the entire liability of MonkOS, and the Customer’s sole and exclusive remedy, with respect to any Claims covered under this Indemnification undertaking.
Limitations of Liability.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONKOS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS (OTHER THAN THE FEES PAYABLE UNDER THESE TERMS), DATA, OR DATA USE, EVEN IF MONKOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MONKOS’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO MONKOS FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Notwithstanding the foregoing, the limits in this Section 13 shall not apply to (a) MonkOS indemnification obligations under Section 12; or (b) MonkOS fraud, willful misconduct, or gross negligence.
Miscellaneous
Assignment. Neither Party may assign or otherwise transfer these Terms or its rights and obligations hereunder without the other Party’s prior written consent; provided, however, that each Party may assign these Terms at any time without the other Party’s consent: (a) in connection with a merger, acquisition or sale of all or substantially all of its business or assets; or (b) to any Affiliate or as part of a corporate reorganization. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of, the Parties and their respective permitted successors and assigns.
Entire Terms. These Terms together with their annexes including the Privacy Policy and any other annex to the Terms, as may be amended from time to time, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal.
Force Majeure. MonkOS will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, global pandemic, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
Export-control and Sanctions. Customer shall not access or use the Services in violation of applicable export‑control or economic‑sanctions laws.
Jurisdiction; Governing Law. Any dispute is between the Customer and MonkOS will be governed by the laws of the New York, without regard to the conflict of laws provisions thereof, and any legal suit, action or proceeding arising out of or relating to these Terms must be instituted in the competent federal or state courts of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Independent Contractors. The Parties are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other Party.
Notice. All notices under these Terms shall be sent via email to the respective Party's designated email address provided at the time of registration or as subsequently updated in writing. Notices sent via email will be deemed received upon confirmation of delivery or when the receiving Party acknowledges receipt. It is the responsibility of each Party to ensure the designated email address is accurate and actively monitored for such communications.
No Third-Party Beneficiaries. Except as set forth herein, these Terms do not create any third-party beneficiary rights for any individual or entity that is not a party to these Terms.
No Waiver. Failure by MonkOS to enforce any provision of these Terms will not constitute a waiver of such provision nor limit its right to enforce such provision later. All waivers by MonkOS must be in writing to be effective.
Severability. If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of these Terms will remain in full force and effect.