Terms of Service

Note

To download our Terms of Service, visit: https://go.holistics.io/terms. Click on File > Download As then select your preferred format.

Last Updated: 24 May 2024 (from 20 March 2023)

1. Definitions

"Affiliate" means any entity, whether now in existence or subsequently created, which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. Control for the purposes of this definition is evidenced by direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Examples of such relationships include, but are not limited to, subsidiaries (entities controlled by a party), parents (entities that control a party), and siblings (entities under common control with a party).

“Customer”, “you”, or “your” refers to the person or entity using the Subscription Service and identified in the applicable account record, billing statement, online subscription process, or Subscription Agreement as the customer and your Affiliates in the scope of your purchase.

“Customer Data” refers to data that Holistics stores, processes, and/or secures for each Individual Product subscribed by the Customer as defined in the Individual Product Terms.

"Embedded Solution" refers to the incorporation, integration, or inclusion of any Holistics service or functionality from any Individual Product within a customer’s or third party's application, interface, or system in such a manner that it appears part of or operates seamlessly as part of the customer’s or third party's product offering.

"Holistics", “we”, "us", or “our” refers to Holistics Software Pte Ltd, a corporation incorporated under Singapore law, designated as a private company limited by shares.

“Individual Product” refers to one of the below software developed by Holistics.

• “Holistics BI” refers to the business intelligence software from Holistics (www.holistics.io).
• “Holistics dbdiagram” refers to the database diagramming software from Holistics (www.dbdiagram.io).
• “Holistics dbdocs” refers to the database documentation software from Holistics (www.dbdocs.io)
• “Individual Product Terms” refers to the terms for any one of the specific mentioned software in Holistics described in this TOS.

"Party" represents either Holistics or the Customer as a business entity.

"Subscription Service" or "Service" includes the software, professional services, and technical support services provided by Holistics listed under the Individual Product. This includes any updates, enhancements, new features, documentation, and educational content provided or made available to the Customer.

"Subscription Agreement" or “Order Form” means any agreement confirming the purchase of the Holistics Service, whether executed through in-app self-service processes, or via electronic signature of a Holistics Order Form. It becomes legally binding upon digital or electronic signing by an authorized representative of the Customer or by the completion of the subscription process within the Holistics application, each with the same legal force as a handwritten signature.

“User” or "Users" means employees, representatives, consultants, contractors, or agents authorized by the Customer to use the Subscription Service and have unique user identifications and passwords.

2. General Terms

2.1 Acceptance of Terms: By accepting this Terms of Service (TOS) or by accessing or using the Service, the Customer acknowledges that this TOS constitutes a legally binding agreement, enforceable in its electronic form. The Customer, as a legally constituted entity within its jurisdiction of formation, agrees to comply with all terms contained herein. The party entering into this Agreement is Holistics Software Pte Ltd, a corporation incorporated under the laws of Singapore and designated as a private company limited by shares, herein referred to as "Holistics." .

2.2 Interpretation of Titles and Headings: Titles and headings of sections of this TOS are for convenience only and shall not affect the construction of any provision of this Agreement.

2.3 Entire Agreement and Order of Precedence. This TOS is the entire agreement between Holistics and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Subscription Agreements) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:

• 2.3.1: The applicable Subscription Agreement(s) - This is specific to the services purchased and contains terms tailored to the individual transaction. It overrides other documents for aspects specifically addressed therein.
• 2.3.2: Custom Terms of Service - This document provides customized terms for certain customers based on specific agreements and will take precedence over the Standard TOS where applicable.
• 2.3.3: This Standard Terms of Service (TOS) - Governs the general use of Holistics Services and applies to all customers unless superseded by more specific agreements as noted above.
• 2.3.4: The online documentation of the applicable Holistics Individual Product(s) - This includes user manuals, product guidelines, and operational procedures that provide detailed information about the use and limitations of the services but do not override the legally binding terms found in the aforementioned documents.

2.4 Relationship of the Parties. This TOS does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

2.5 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this TOS. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction

2.6 Customer Compliance: The Customer must comply with all applicable laws and regulations in their use of the Holistics Subscription Service and ensure all data provided or used is lawful and properly authorized. Additionally, Customers are prohibited from engaging in any unlawful activities including, but not limited to, unauthorized replication or modification of the service’s functionality, creation of derivative works, reverse engineering, and unauthorized access to source code. Violations of these provisions may lead to termination of service and legal action to protect Holistics' proprietary interests.

2.7 Rights Reserved by Holistics: Holistics' failure to enforce any provision of this TOS does not waive its right to do so in the future. 2.8 End-of-Support: Holistics reserves the right to discontinue support for features that have reached their end-of-support as communicated through official documentation and email announcements. Customers are advised to review these communications regularly to stay informed about which features are currently supported and any changes in support availability.

2.9 Rights and Assignments: The TOS cannot be assigned by the Customer without Holistics' consent, but Holistics may transfer this TOS with notice.

2.10 Severability. If any provision of this TOS is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

2.11 Amendments to TOS: Holistics may revise these Terms from time to time to reflect changes in its services, laws, or regulatory requirements. If the Customer has an active Holistics subscription, Holistics will notify the Customer of any updates to the terms either via in-app notification or by email, provided that the Customer has opted to receive email updates.

3. Intellectual Property and Rights

3.1 Intellectual Property Ownership: Holistics retains all rights, titles, and interests, including intellectual property rights, in the Subscription Services. All rights not expressly granted to the Customer are reserved.

3.2 Grant of Use: Holistics grants the Customer a limited, worldwide, non-exclusive, non-transferable right to use the Subscription Service for internal business purposes, subject to compliance with this TOS. The Customer is entitled to access all functionality of the Subscription Service available as of the effective date stated in the Subscription Agreement.

3.3 Metadata Rights: Holistics may monitor Customer’s use of the Services and compile statistical and performance information in an aggregate and anonymous manner (“Metadata”), including to enhance service provision and operation. Holistics retains all intellectual property rights in such Metadata. Holistics shall ensure the use of Metadata respects the privacy and confidentiality agreements with the Customer and shall exclude personally identifiable information unless explicitly authorized. Customer agrees that Holistics may make the Metadata publicly available provided it does not incorporate any personally identifiable information or confidential Customer Data, nor does it identify Customer or its Confidential Information.

3.4 Customer Feedback: Holistics encourages feedback from all customers through our support communication channels. Customers agree that any feedback, suggestions, ideas, or other inputs provided to Holistics ("Feedback") will be considered non-confidential and non-proprietary. Holistics shall have a perpetual, irrevocable, worldwide, royalty-free license, including the right to sublicense, use, copy, modify, create derivative works from, and otherwise exploit any such Feedback for any purpose, without obligation or compensation to the provider. This Feedback may include, but is not limited to, improvements to Holistics' products, services, or processes.

3.5 Publicity: The Customer hereby grants Holistics the non-exclusive right to use the Customer's name and company logo in our customer list and on our website for marketing and promotional purposes. If the Customer wishes not to have their name and logo used in this manner, they may opt-out at any time by completing the Publicity Opt-Out Form available at https://go.holistics.io/logo-opt-out.

4. Billing, Fees and Payment Terms

4.1 Payment Obligation: The Customer is committed to fulfilling all payment obligations for fees associated with the Subscription Service, as detailed in the Subscription Agreement. These fees are payable in advance, underscoring the Customer’s responsibility to ensure timely payment as part of their agreement with Holistics.

4.2 Non-Refundable Fees: Fees for the Subscription Service, as outlined in the Subscription Agreement, are non-refundable and non-cancelable, except where specifically stated in this Agreement. This clause affirms the binding nature of the payment commitment by the Customer for the agreed Subscription Term.

4.3 Obligation to Maintain Current Billing Information: Customers are required to keep their billing information up to date and accurate, including their credit card information for the payment of fees. This responsibility extends to all information necessary for the processing of payments, such as legal company name, address (especially state and country), and the primary contact.

4.4 Credit Card Information Security: Holistics does not store credit card details on our servers, ensuring customer payment information is secure. Billing is conducted through reputable third-party billing agents employing industry-standard security measures.

4.5 Secure Transaction Processing: Customers authorize Holistics to charge their credit card for all subscription fees during the Subscription Term. This process is securely managed through trusted third-party processors, with whom customers agree to share their payment information.

4.6 Standard Payment Terms: Payments are billed in advance via credit card and are due immediately upon billing. In the event of a failed credit card payment, Holistics reserves the right to retry billing the customer's credit card. This includes instances where the credit card has expired or is no longer valid. Holistics may automatically resume billing upon the customer updating their credit card information.

4.7 Custom Payment Terms: For eligible customers on annual billing plans that exceed a minimum subscription amount, Holistics offers custom payment terms including the option to pay via bank transfer. A deposit may be required, and administrative fees apply if conditions are not met.

4.8 Responsibility for Bank Transfer Fees: Customers opting for bank transfer payments must ensure that the net amount received by Holistics equals the invoiced amount, accounting for any fees charged by their bank for the international transfer. Holistics will cover any fees charged by its bank for receiving the funds.

4.9 Customer Tax Responsibility: All Subscription fees quoted or charged by Holistics are exclusive of government-imposed sales taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes. Customers are responsible for paying all such taxes associated with their purchases under this agreement. If Holistics has the legal obligation to pay or collect any of these taxes for which the Customer is responsible, Holistics will invoice these to the Customer, and the Customer will pay that amount unless they provide Holistics with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Holistics is solely responsible for taxes assessable against it based on its income, property, and employees.

4.10 Renewal Fee Adjustments. Upon renewal, Holistics reserves the right to adjust the Subscription Fees payable by the Customer up to the then-current list price as detailed on the public pricing page of our Individual Products. Holistics will provide the Customer with a notice of any such fee adjustments at least thirty (30) days prior to the end of the Customer's then-current Subscription Term. These adjusted fees shall be effective commencing from the first day of the subsequent renewal term.

4.11 Overdue Charges: Late payments are subject to a monthly penalty of 1.5% of the overdue amount, calculated using the prevailing exchange rate from the date of default.

4.12 Suspension for Non-Payment: If the Customer's payment is overdue, Holistics will issue up to three reminders to the billing contact(s) specified in the applicable Individual Product Terms. These reminders may consist of notifications for pending bank transfer payments or failed payment retry attempts for other automated payment methods (credit card payments) as detailed in Section 4.6. If the overdue payment is not resolved following these reminders, Holistics reserves the right to suspend access to the Subscription Services. The specific timeline for initiating suspension due to non-payment, and the process for lifting such suspensions, is detailed in the Individual Product Terms in Section 6 and Section 7 of this TOS.

4.13 Payment Disputes: Holistics will not exercise its rights under the “Overdue Charges” or “Suspension for Non-Payment” of this section if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5. Term, Termination, and Suspension

5.1 Duration and Renewal. The initial term of the subscription shall commence as specified in the Subscription Agreement executed between the Customer and Holistics. Unless otherwise agreed in the said Subscription Agreement, the subscription shall automatically renew for the same term length or one year, whichever is shorter.

5.2 Non-Renewal. To prevent automatic renewal, the Customer must either cancel the subscription via the in-app billing page on their Holistics Individual Product’s application anytime before the renewal deadline or email a written notice of their intention not to renew at least three working days before the current subscription term ends. Detailed instructions for submitting a non-renewal notice or for early termination are available in the Individual Product Terms and the Holistics online documentation. It is the responsibility of the Customer to follow these procedures to ensure proper processing of their request

5.3 Early Termination by Customer. The Customer may terminate the subscription prior to the end of the term by providing thirty (30) days written notice. Upon such early termination, Holistics will not refund any prepaid fees or unused subscription fees. However, the Customer retains the right to continue using the Subscription Services until the end of the originally agreed term. The Customer remains obligated to settle any outstanding fees for the remaining subscription term.

5.4 Termination for Cause: This clause applies to any or all Subscription Services of the Individual Products under this TOS (including all related Subscription Agreements). Either party may terminate this Agreement for cause under the following conditions:

• 5.5.1 Material Breach: Upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
• 5.5.2 Insolvency and Bankruptcy: Immediately, if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days).
• 5.5.3 Cessation of Operations: Immediately if the other party ceases its business operations without a successor.
• 5.5.4 Detrimental Conduct: Upon thirty (30) days' written notice if one party reasonably determines that the other's conduct is damaging or could potentially damage the party’s reputation, business relationships, or operations. This includes, but is not limited to, engaging in illegal activities, fostering a hostile work environment, or other actions deemed significantly injurious to the other party's interests..

If the Customer terminates this Agreement for cause, Holistics will promptly refund any prepaid but unused fees covering the use of the Subscription Service after termination.

5.6 Suspension for Cause: Holistics may suspend the Customer's access to the Subscription Services, wholly or in part, under the following conditions:

• 5.6.1 Service Integrity: If the Customer's use of the Subscription Services poses an immediate threat to the security, reliability, or integrity of the services, Holistics may suspend service access with immediate effect and will notify the Customer with the reason for suspension as soon as reasonably practicable.
• 5.6.2 Non-Payment: For conditions leading to suspension due to non-payment, refer to the specific terms set out in Section 4.12. Suspension for non-payment will not apply if the Customer is disputing the overdue charges reasonably and in good faith. Upon resolution of the conditions leading to the suspension, Holistics will promptly restore the Customer's access to the services.

5.7 Termination Beyond Suspension: The right to suspend service does not limit Holistics' right to terminate the Agreement for cause as outlined in this section, particularly if the Customer's actions have, or may negatively reflect on or affect Holistics, its prospects, or its customers.

5.8 Support Conduct Policy: In the event of customer misuse or abuse of support services, or disrespectful conduct towards Holistics staff, Holistics reserves the right to limit or suspend support services to the offending customer. This policy is essential to maintaining a respectful and effective support environment and ensures that our support resources are used appropriately.

5.9 Non-Exclusivity of Termination Remedies: Termination is not an exclusive remedy, and the exercise by either party of any remedy under this TOS will be without prejudice to any other remedies it may have under this TOS, by law, or otherwise.

6. Individual Product Terms for Holistics Business Intelligence (BI)

6.1 Customer Data for Holistics BI:

“Customer Data for Holistics BI” shall encompass all data and information provided by or on behalf of the Customer in connection with their use of the Holistics Business Intelligence (BI) software. Customer Data is classified into the following categories:

• 6.1.1: “Customer Database” or “Customer Databases” refers to any and all data records stored within the databases connected to the Holistics BI software by the Customer, and the database user credentials necessary for such connection. It is important to note that Holistics does not store, warehouse, or retain any raw physical data records contained within the Customer’s databases. Instead, Holistics queries the data directly from the Customer's databases in real-time when a report is loaded, ensuring data privacy and minimizing data exposure.
• 6.1.2. “Query Results Cache” or “Cache” refers to the output results of SQL queries executed against the Customer’s Database. These results are temporarily cached within the Holistics system to enhance software performance and reduce the load on the Customer’s Database. Cached data is subject to automatic expiration after a customer-defined duration, with a minimum cache duration of ten minutes. Detailed information on the caching mechanism employed by Holistics is available at Holistics Data Caching Documentation.
• 6.1.3. “Application Metadata” includes data pertaining to the usage of the Holistics software by the Customer, as well as descriptive information inputted by the Customer to label, contextualize, and define the logic of data within the Holistics platform. This category encompasses, without limitation, report titles, column and formatting settings, data field formulas, logic, labels, analytics modeling definitions, and data delivery recipients. Application Metadata serves to facilitate the organization, interpretation, and application of analytics definitions to facilitate self-service analytics.

6.2 Data Center Locations: Holistics BI operates globally, with data centers in the US, Europe, and Asia. Customers can select the data center where their databases will be processed, in compliance with local data residency laws. More information on our data center locations is available at https://docs.holistics.io/docs/data-centers.

6.3 Support Response Times: Holistics BI responds to most support tickets within 2 business days for standard non-critical issues, often responding even quicker. More details can be found at https://docs.holistics.io/docs/customer-support/support-sla

6.4 System Uptime: Holistics BI targets for our system availability and uptime to be 99.5%. Real-time status of our system up-time can be found at https://status.holistics.io

6.5 Support Impersonation: Our support team may request permission to enable impersonation in-app for troubleshooting support tickets effectively. Users can disable this permission in-app at any time, and access in-app activity monitoring for transparency. Details on support impersonation are available at https://docs.holistics.io/docs/customer-support/support-impersonation

6.6 Data Retention and Deletion: Upon termination of the Subscription Service due to subscription cancellation or the expiration of a trial period, Holistics will retain the Customer's data for a period of 180 days, or upon the customer’s request, whichever is earlier. Following this period, the data will be automatically removed from the system. This retention period allows Customers the opportunity to reactivate their subscription or retrieve their data before permanent deletion. Details on Data Retention can be found at https://docs.holistics.io/docs/data-retention-period

6.7 Suspension for Non-Payment: If payment for Holistics BI is overdue, Holistics will issue three reminders as outlined in Section 4.12. If the overdue payment is not resolved within 30 days, access to the Service may be suspended.

6.8 Legacy Products: For Customers using legacy products from Holistics BI, it is essential to recognize that access to the full suite of features available in newer versions may be limited. Holistics enables Customers to verify their product version in-app within each Individual’s Product. Should a Customer determine they are using a legacy version and wish to upgrade, executing a new Subscription Agreement with Holistics is required to facilitate the transition to the most current product version.

7. Individual Product Terms for Holistics dbdiagram and dbdocs.

7.1 Customer Data Definitions: “Customer Data” shall encompass all data and information provided by or on behalf of the Customer and is classified into the following categories:

• 7.1.1 “Customer Data for dbdiagram” refers to the Entity Relationship Diagrams metadata stored on dbdiagram software by the Customer, including the information necessary for defining the database structure and visualizing the entity relationship diagram.
• 7.1.2 “Customer Data for dbdocs” refers to the Database Documentation metadata stored on dbdocs software by the Customer, including the information necessary for defining the database structure and visualizing the database documentation.
• 7.1.3 Customer Data is only Metadata only: For avoidance of doubt, both dbdiagram and dbdocs contain only metadata, and do not connect, store, and/or contain any live database records or credentials

7.2 Data Center Location: dbdiagram and dbdocs are hosted with a reputable data center provider in Singapore, Asia.

7.3 Support Response Times: Response time during support hours is typically within 2 business days, and more details can be found at https://dbdiagram.io/docs/support-sla

7.4 System Uptime: dbdocs and dbdiagram target our system availability and uptime to be 99.5%. The real-time status of our system up-time can be found at https://status.dbdiagram.io

7.5 Data Retention and Deletion: Customer Data is retained permanently unless users submit a request to remove their account and all data related to them https://dbdiagram.io/docs/faqs/remove-account

7.6 Suspension for Non-Payment: If payment for dbdiagram and/or dbdocs is overdue, Holistics will issue three reminders as outlined in Section 4.12. If the overdue payment is not resolved within 9 days, access to the Service may be suspended.

8. Confidentiality

8.1 Confidential Information: “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. For avoidance of doubt,

• 8.1.1: Confidential Information of Customer refers to the Customer Data as mentioned in the Individual Product Terms.
• 8.1.2: Confidential Information of Holistics refers to the Services of the Individual Product(s) subscribed by the Customer, the terms and conditions of this Agreement, custom pricing plans, and all exceptional commercial arrangements Holistics made for the Customer and are not available to the majority of other Customers.
• 8.1.3: Mutual Confidential Information includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

8.2 Confidential Information Exclusions: Confidential Information does not include any information of the below categories:

• 8.2.1 Public Knowledge: Information that is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,
• 8.2.2 Prior Knowledge: Information was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
• 8.2.3 Third-Party Information: Information that is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or
• 8.2.4 Independent Development: Information that was independently developed by the Receiving Party.

8.3 Application of Confidentiality Obligations to Additional Services Evaluation: For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of each Individual Product.

8.4 Protection of Confidential Information: Each party agrees to take reasonable measures, at least substantially equivalent to the measures it takes to protect its own confidential information, to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the other party’s Confidential Information.

8.5 Data Minimization in Communications: Customers are required to limit the sharing or exposure of sensitive or confidential data within communications, including support tickets. Information shared should be strictly necessary and relevant for the resolution of inquiries or issues. This practice of data minimization is crucial to protect sensitive information and minimize the risk of unauthorized data exposure.

8.6. Customer Data Protection: Holistics is dedicated to the security and confidentiality of Customer Data defined in our Individual Product Terms. We employ robust technical and organizational measures to protect against unauthorized access and loss. This commitment extends to maintaining commercially appropriate administrative, physical, and technical safeguards, as detailed in our Data Processing Agreement (DPA), including the Security Measures outlined in Annex 2 of the DPA. Further, we process Customer Data with a rigorously evaluated and approved list of sub-processors, specified in the DPA, chosen for their compliance with applicable data protection laws and standards, ensuring the highest level of security and confidentiality.

8.7 Notification of Breach: In the event of any breach of confidentiality or a data breach affecting Confidential Data, the Receiving Party shall promptly notify the Disclosing Party without unreasonable delay, considering the severity and volume of the breach in line with applicable regulations. The notification will include details of the breach, the steps taken to address it, efforts to regain possession of Confidential Information, and prevent its further unauthorized use, and any actions that affected parties should consider to protect themselves.

9. Warranty and Indemnity

9.1 Service Warranty: Holistics warrants that the Subscription Service will be performed in a manner consistent with generally accepted industry standards. This warranty does not apply to Free Services.

9.2 Correction for Non-Conformance: If the Subscription Service does not conform to the above warranty, Holistics shall correct any material reproducible impairments to the features and functionality of the Service so that it materially conforms to the applicable warranty within a commercially reasonable time following receipt of written notice of breach.

9.3 Limitations: Holistics is not liable under this warranty section if the non-conformance is caused by

• (i) combining the Subscription Service with any hardware, software, equipment, or data not supplied by Holistics,
• (ii) any modification of the Subscription Service by any party other than Holistics, or modifications made by Holistics per specifications or instructions provided by the Customer,
• (iii) use of the Subscription Service in violation of or outside the scope of this Agreement, or
• (iv) interruptions to the Subscription Service, including but not limited to outages, that are beyond its reasonable control, such as internet disruptions, cyber-attacks, or hardware failures. Efforts to mitigate such interruptions shall be undertaken promptly, but reparation for downtime or data loss will not exceed the pro-rata service fees paid by the Customer for the duration of the interruption.

9.4 Exclusive Remedy: If Holistics is unable to correct the non-conformity within sixty (60) days from when you notify us of the issue ("Remedy Period"), then either party may terminate this TOS by providing the other party written notice within thirty (30) days after the end of the Remedy Period. Upon such termination for non-conformance from the Customer, Holistics will refund any prepaid but unused fees covering use of the Subscription Service after termination.

9.5 Disclaimer of Warrantie: Holistics provides the Subscription Service "as is" and does not make any representations or warranties regarding its suitability, reliability, availability, timeliness, security, accuracy, or completeness. This includes all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement. Application Programming Interfaces (APIs) and other features may not be available at all times and are subject to maintenance and updates. Holistics does not warrant that the Subscription Service will be uninterrupted or error-free; use of the service may be affected by numerous factors outside our control. Except as expressly stated in Section 9.1 "Service Warranty," these exclusions apply to the fullest extent permitted by law.

9.6 Indemnification: Customer will defend, indemnify, and hold harmless Holistics, its affiliates, officers, directors, employees, agents, suppliers, licensors, and assigns from and against any claims, actions, proceedings, losses, damages, expenses, and costs (including but not limited to court costs and reasonable attorney fees) arising out of or in connection with:

• 9.6.1 Unauthorized Use: Unauthorized or illegal use of Holistics' Services, noncompliance with this Agreement, or actions exceeding the scope of services as permitted under this Agreement.
• 9.6.2 Third-Party Integrations: Integration or use of Holistics' services with non-Holistics applications, data sources, or configurations that were not provided or explicitly approved by Holistics, including claims arising from third-party components that are part of the ecosystem but not endorsed or provided by Holistics.
• 9.6.3 Unauthorized Access: Unauthorized access to Holistics' services through the Customer’s information or infrastructure, regardless of whether the Customer had knowledge of such access.
• 9.6.4 Modifications Without Consent: Modifications to Holistics' services by the Customer or by third parties engaged by the Customer without Holistics' prior written consent, particularly if such modifications lead to the claims asserted.
• 9.6.5 Misconfiguration and Administrative Errors: Misconfiguration of user permissions or security settings by the Customer, which could have been configured or restricted through the normal use of Holistics' services.

10. Free Services

10.1 Definition of Free Services: "Free Services" includes the Holistics Subscription Service offered on an unpaid trial, freemium, or open source offering basis.

10.2 Disclaimer of Warranties: Holistics provides the Free Services on an "as is" and "as available" basis without any warranties of any kind, either express or implied. Holistics expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.3 Restrictions on Use: Access to Free Services is solely for evaluating the potential purchase of a Holistics Service subscription, prohibiting use for competitive analysis or any commercial purposes.

10.4 Typical Use Limitations: Customers agree not to use the Free Services in any manner that substantially exceeds typical use projections. This includes, but is not limited to, excessive storage and bandwidth consumption, to ensure fair access and resource allocation for all users of the Free Services.

10.5 Support for Free Services: If you do not pay a Subscription Fee, your support is available to you through the community pages of the Individual Products.

10.6 Limitation of Liability: Holistics shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if Holistics has been advised of the possibility of such damages, arising out of or in connection with the Free Services. In no event shall the total liability of Holistics for all damages, losses, and causes of action related to the Free Services exceed US$500 per year, regardless of the number of claims.

10.7 Termination Rights: Holistics reserves the right to suspend, limit, or terminate Free Services at any time without notice, including for reasons of inactivity, security concerns, or maintenance.

10.8 Modification of Free Services: Holistics reserves the right to modify or discontinue, temporarily or permanently, any or all of the Free Services with or without notice to the Customer(s). Holistics is not liable to the Customer(s) or to any third party for any modification, suspension, or discontinuance of the Free Services.

11. Account Information from Third-Party Providers

11.1 Third-Party Information Retrieval: Customers may direct Holistics to retrieve certain information maintained online by third-party providers with whom the customer has a customer-vendor relationship.

11.2 Authorization for Access: Holistics may require the customer to provide the login information necessary to access the customer's account with third-party providers with whom the customer has a customer relationship. By using the Service and providing Customer Access Information, customers expressly authorize Holistics to access and use their account information maintained by identified third parties, on their behalf as their agent.

11.3 Customer Representations and Warranties: Customers represent and warrant that neither the foregoing (nor anything else in this TOS) nor their use of the Services will violate any agreement or terms to which they are subject, including without limitation, those with respect to any third-party site.

11.4 Agency Relationship and Liability Disclaimer: Customers acknowledge and agree that when Holistics accesses and retrieves account information from third-party sites, Holistics acts as the customer's agent and not as the agent of or on behalf of the third party. As such, Holistics is not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party services.

11.3 No Liability for Third-Party Services: Holistics does not guarantee that any such third-party services will continue to be made available within the Service, and such services may be removed or disabled by Holistics at any time without notice to the customer. Customers acknowledge and agree that the Service may not be sponsored or endorsed by the third-party services accessible through the Service.

12. Limitation of Liability

12.1 Exclusion of Certain Losses: Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or use incurred by the other party, except as allowed under mandatory applicable law.

12.2 Liability Cap: Each party’s cumulative liability under this TOS in relation to liability arising from any given event or series of connected events shall be limited to the total amount paid by Customer in the twelve (12) months immediately preceding the month in which the event (or first in a series of connected events) occurred.

12.3. Exclusion for Service Interruptions: Holistics specifically excludes liability for any compensation, reimbursement, or damages arising from the Customer’s inability to use the services due to:

• 12.3.1: Termination or suspension of this Agreement or the Customer's use of or access to the Service offerings;
• 12.3.2: Discontinuation of any or all of the Service offerings by Holistics;
• 12.3.3: Any unanticipated or unscheduled downtime of all or a portion of the services for any reason, including as a result of power outages, system failures, or other interruptions attributable to third-party hosting or infrastructure providers used by Holistics.

12.4 Exclusion for Customer Mismanagement: Holistics specifically excludes liability for any losses or damages arising from the Customer’s mismanagement of their use of the services. This includes, but is not limited to:

• 12.4.1: Failure to follow adequate data security practices that prevent unauthorized access to their accounts;
• 12.4.2: Incorrect or improper configuration of the service settings by the Customer;
• 12.4.3: The Customer's provision of incorrect or incomplete information that is necessary for the proper provisioning and operation of the services;
• 12.4.4: Unauthorized actions taken by the Customer or their agents that compromise the integrity or confidentiality of data processed through the services.

12.5 Agreement to Liability Limit: The liability limits herein are fundamental to the pricing of Holistics' services. By agreeing to these terms, the Customer acknowledges that accepting increased liability would require an adjustment to the pricing structure.

13. Governing Law and Dispute Resolution

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.

13.2 Jurisdiction: The parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

13.3: International Arbitration: Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English.

13.4 Virtual Arbitration Proceedings: Unless mutually agreed otherwise, all arbitration sessions shall be conducted virtually. If the Customer and Holistics cannot agree on an arbitrator, the respective arbitration institution will appoint an arbitrator experienced in the B2B SaaS or Enterprise software industry.

13.5 Arbitration Award Enforcement: The arbitration process will yield a binding award, which may be recognized and enforced by any court of competent jurisdiction, thus affirming the finality of the decision.

13.6 Individual Capacity Only: Both Customer and Holistics shall conduct any arbitration on an individual basis only, expressly waiving any right to initiate or participate in a class action or to seek relief on a class basis.

13.7 Limitation on Arbitrable Remedies: In line with the limitations in Section 12 (Limitation of Liability), the arbitrator is not authorized to award any indirect, special, incidental, or consequential damages, including but not limited to lost profits, arising from or related to this TOS.