Our Terms of Service govern your subscription to Holori services and use of said services. If you have executed a standalone agreement with Holori, your use is governed by the terms contained within that executed agreement.

By signing up for an account and using our services, you represent and warrant (i) that you are at least 18 years old or otherwise able to enter into a legally binding agreement, and (ii) you assent to this Agreement.
If you are entering into this Agreement on behalf of a company or other legal entity that you represent, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. If you do not have such authority, and/or do not assent to this Agreement, you must not accept this Agreement on behalf of such entity and must not use Holori services.

General Terms

1. Contracting Parties

This Agreement constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“You”) and Holori SAS, a French company whose registered office is located 14 rue du Clair Matin, 31400 Toulouse, France, registered on the commercial and company register of Toulouse under the number 904 828 134, represented by Mr. Alexandre Guerin, its President, (“Holori”), and are effective as of the date they are accepted by You (‘‘Effective Date’’).

You and Holori are individually referred to herein as a “Party” and collectively as the “Parties”.

2. Provision of the Services

a. Services

The main service rendered by Holori is a SaaS, a Software-as-a-Service, it provides a set of tools dedicated to DevOps, Cloud Architects, Developers, Project Managers, and all Cloud Stakeholders to help them manage and optimize their cloud infrastructure on multiple cloud providers (Your “Project(s)”). For the duration of this Agreement, Holori will allow You to access and use the Holori SaaS service (the “Services”).
Holori will make the Services available to You pursuant to this Agreement and the documentation relating to the applicable Service, which is available under https://doc.holori.com , (the “Documentation”).

b. Account Registration

When creating an account (“Account”) with us and for as long as You use our Services, You must provide information that is accurate, complete, and current at all times. You will not give false or misleading information about You and, upon Holori request, You will provide any additional information as reasonably needed by Holori to verify Your identity as a customer.
Upon creating an Account, an organization (“Organization”) will be created to group Your Projects and Users (as defined below) together for billing and administration purposes. You can create additional Organizations upon discretion to organize Your Projects and Users at Your convenience. Limits may apply to the number of Organizations and Users You may create.

c. Administration of the Service

Through Your Account, You can access the web administration page (the “Console”), and, and subject to Your permission level, (i) manage Your Organization, add or remove Projects or resources; (ii) manage and update Your information; (iii) permit any individual that is at least 16 or age of majority whichever is greater and that is Your employee, agent, contractor or representative to access, use, and/or manage the Services (“User”), (iv) configure the access controls of Your Users, (v) manage Your subscription, and (vi) review information on Your usage of the Services.

Changes to Your Projects, resources, or Users may incur additional costs. You acknowledge and agree that any such change made by You or by any User with adequate permission level may result in additional charges and fees being billed by Holori as further detailed on the Pricing Page or in the Documentation.

d. Administration of Users

You are responsible for managing Your User’s access rights and making sure that said access rights are up to date at all times. You will ensure that User login and other credentials are kept confidential, are individual, and are not shared between several individuals. You and Your Users must comply with the Acceptable Use Policy and applicable laws. You are responsible and liable to Holori for the acts and omissions of Your Users, and are responsible for each User’s compliance with this Agreement. You will notify us immediately and terminate the relevant person’s access to the Services should you become aware of (i) any breach of this Agreement by a User or (ii) any possible misuse of a User’s credentials.

e. Content

You are solely responsible for Your and Your User’s use and submission of all Content as part or through the use of the Services. Before posting, uploading, sharing, storing, running, providing, or otherwise submitting Content subject to intellectual property rights—like, but not limited to, trademark, copyright, or patent—to the Services, You must make sure such Content is validly licensed to You for the intended use. You are solely liable for complying with the license agreements of the software and programs included in Your Content.

You represent and warrant that Your Content does not (i) breach any provision of this Agreement, including the Acceptable Use Policy, (ii) infringe or misappropriate the rights of any third party, or (iii) breach applicable law or regulation, including any law or regulation related to the protection of personal data.

3. Support, uptime & maintenance

a. Uptime

Holori will make commercially reasonable efforts to ensure the best uptime of the Application. The best-efforts uptime commitment mentioned above does not apply to development and test environments and is exclusive of all interruptions for maintenance purposes and incidents caused by Your Projects.

b. Support

Holori will make commercially reasonable efforts to provide You with support services through a dedicated email address for support and on Slack. Depending on your Plan, you may be eligible to dedicated support. Please refer to our pricing grid.

c. Maintenance

Holori reserves the right to interrupt part or all of the Services to perform a technical intervention for the purpose of ensuring the proper operation of the Services, and the safety and stability of the infrastructure behind the Services. Holori will make commercially reasonable efforts to limit the occurrence and duration of the interruption and, where feasible, will give You reasonable prior notice of interventions.

4. Changes to the Services

Holori reserves the rights, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party. Except where an urgent change is required for security reasons, Holori will notify You ahead of any negatively impacting material change by displaying a prominent notice within the Services and/or by sending You an email, to the extent that You subscribed to receive email updates. You may object to any material change that has an adverse effect on Your use of the Services by, as Your sole and exclusive remedy, terminating Your subscription, discontinuing your use of the Services and canceling all Your Projects. Your continued use of the Services after such material change will constitute your consent to such changes. New features and services will also be subject to this Agreement.

5. Beta Features

Holori may occasionally offer You to try, at your option, certain beta or pre-release features still undergoing testing and that are not generally available (each a “Beta Feature”). Beta Features are for evaluation purposes and are not intended for production use. Beta Features do not come with any uptime commitment, or support obligation. You understand and agree that (i) You can agree or decline any such trial of Beta Feature, and (ii) any of these Beta Features may be modified, removed, or discontinued, or made generally available to all our customers for production use (incl. for a fee) at our sole discretion, for any reason and without any liability of Holori to You. All Beta Features are provided “AS IS,” without warranty or representation of any kind. Notwithstanding section Liability, Holori’s liability for any damage arising out of or in connection with any Beta Feature is excluded in entirety, including any obligation or liability with respect to Your Content, except to the extent liability cannot be limited under applicable law. You assume all risks associated with Your use of a Beta Feature.

6. Free trial and vouchers

If You are a first-time user of our Services, you can elect to sign up for a free-trial period. Your use of the Services during the free-trial period must comply with this Agreement and be limited to internal evaluation and testing of the Services for the sole purpose of determining whether the Services meets your requirements and whether You wish to continue using the Services.

Services provided under the free trial may have limited features and resources.

Holori will delete Your projects and terminate the Service upon the expiry of the trial period, unless You convert Your trial into a paid subscription.

You can end the free-trial period at Your discretion at any time by removing your Project. Holori also reserves the right, at its sole discretion, to terminate, suspend, or modify the free trial at any time without prior notice. Notwithstanding section Liability, Holori liability for any damage of any kind whatsoever arising during any free trial is excluded in entirety, including any obligation or liability with respect to Your Content, except to the extent liability cannot be excluded under applicable law. You assume all risks associated with Your use during a free trial.

If You receive a Voucher from Holori Sales, Technical or Support Team, the Free Trial conditions apply.

7. Suspension

Holori may immediately suspend Your access to Your Account and/or suspend Your Project(s)(i) in case You or Your User(s) breach the Acceptable Use Policy or applicable law; (ii) in case Your Account shows any overdue invoices, and/or Your payment information is expired and needs to be updated to enable further payments; and/or (iii) as reasonably deemed necessary by Holori to prevent any harm to Holori, to Holori’s customers, to the Services, or the underlying infrastructure.

Suspended Accounts may have limited functionality in terms of their capability to make any configuration changes. Suspended Projects may have limited functionality.

Such suspension will be lifted when the circumstances giving rise to the suspension have been resolved. Suspension does not relieve you from Your payment obligation.

For the avoidance of doubt, nothing in this section limits the Holori right to immediately and permanently delete Your Project or Account and terminate this Agreement in case of material breach of the Acceptable Use Policy, these Terms of Services or applicable law, or in case You fail to promptly resolve the circumstances giving rise to the suspension as reasonably requested by Holori.

8. Fees, billing, and payment

a. Fees

The Services can be bundled in plans and/or can be billed on usage basis, as further described on https://holori.com/saas-pricing/.

Holori will provide the Services to You at the rates and for the fees (“Fees”) displayed on the pricing pages listed above.

All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.

b. Billing and payment

Billing and Payment is handled by our partner Stripe. The Services Agreement is publicly available on their Website or using the following link: https://stripe.com/fr/legal/ssa

By providing payment card information, You authorize Stripe to charge Your payment card or debit Your account automatically at the billing frequency and in the amount selected by You based on the plan You subscribed to and on your use of the Services. To ensure uninterrupted service and avoid any potential account suspension, you must make sure your payment information is accurate and up to date at all times and maintain sufficient availability under Your credit card limit or sufficient funds in the account linked to Your payment card. Failure to provide an accurate and up-to-date billing address may result in unsuccessful payment processing, leading to account suspension until the issue is resolved.

Holori is not responsible for any (i) payment failure resulting from inaccurate or expired payment card details provided by You, (ii) any restrictions applicable to Your payment card by Your bank, or (iii) misuse, abuse, unauthorized use, or fraudulent use of Your payment cards.

c. Taxes

You are responsible for and must pay all Taxes and duties assessed in connection with this Agreement and its performance by any applicable authority, including any sales, use, value-added, withholding, and other Taxes and duties. In the event that Taxes are applicable in respect of this Agreement and its performance, Taxes shall be payable by You in addition to the Fees.

For the purpose of this section, “Taxes” means any and all taxes imposed by any taxing authority including, without limitation, income tax on nationals and on foreigners, all corporate taxes, imports, duties, levies, stamp duties, charges, and other assessments and payments in the nature of taxes, wherever payable, including withholding taxes and VAT.

d. Changes to prices

At the sole discretion of Holori, Holori plans and options, as well as prices applicable to Holori services and add-ons, may change over time.

You will be notified by email of any price change 30 days prior to the next billing cycle. If You object to the updated prices, as Your sole and exclusive remedy, You can terminate Your subscription.

9. Intellectual Property

a. Ownership of the Services

Holori is and remain the sole and exclusive owners of all right, title, and interest in and to the Services. Without prejudice to the foregoing and subject to this Agreement, Holori hereby grants You a limited in time, worldwide, royalty-free, non-transferable, non-assignable, non-sublicensable, and non-exclusive right to use the Services as provided to You by Holori in the manner permitted by this Agreement and subject to the usage restrictions as further detailed in the Acceptable Use Policy and Documentation. Holori reserves all rights that are not expressly granted to You under this Agreement or by law.

You may not, nor permit Users, or others within Your control to copy, republish, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; modify, translate, or create derivative works based on the Services; rent, lease, distribute, sell, resell, assign, or otherwise transfer intellectual property rights of the Services; use the Services for time-sharing or service bureau purposes, or otherwise for the benefit of a third party; remove any trademark or proprietary notices from the Services; or publish or disclose to third parties any evaluation of the Services without Holori prior written consent and only to the extent of such authorized disclosure.

b. Publicity

Holori may state publicly that You are a Holori customer by displaying Your Organization’s name and logo in online or offline promotional materials of the Services, or on Holori websites.

10. Open-source software

Certain items of software made available through the Services may be open-source software. Such open-source software is not subject to the terms and conditions of this Agreement. Each item of open-source software is licensed under such terms of the end-user license that accompanies such open-source software

11. Security

Holori will maintain appropriate safeguards for the protection of the security, availability, confidentiality and integrity of the Service and of the underlying infrastructure.

12. Data protection

Each Party shall comply with all Applicable Data Protection Laws. The Parties agree to be bound by Holori’s DPA, whose terms govern all personal data-processing activities under the Agreement. In the above sentence “Applicable Data Protection Law” means European Data Protection Law applicable to the processing of personal data under the DPA, as well as any analogous legislation in any jurisdiction as applicable, in each case, as amended, revised, or replaced from time to time.

13. Warranty

The Services (including but not limited to products, functionalities, and information) are provided on an “AS IS” and “AS AVAILABLE” basis. HOLORI HEREBY DISCLAIMS TO YOU OR TO ANY OTHER PERSON, INCLUDING ANY OF YOUR USERS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, HOLORI DOES NOT WARRANT THAT SERVICES, PRODUCTS, FUNCTIONALITY, DOCUMENTATION, OR INFORMATION, AS APPLICABLE, WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED OR ERROR-FREE, AND IT DOES NOT MAKE ANY REPRESENTATION REGARDING RESULTS OR USE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR RISK OF INJURY. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

14. Liability

IN NO EVENT SHALL HOLORI OR ITS SUBCONTRACTORS, LICENSORS, AFFILIATES, OR SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY, INCLUDING ANY END USER, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL OR SAVINGS, LOSS OR CORRUPTION OF DATA, DATA FILES, OR PROGRAMS, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF YOU OR HOLORI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HOLORI AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, INCLUDING ANY END USER, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT OF FEES PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE LIABILITY AROSE. SUCH FOREGOING EXCLUSIONS, LIMITATIONS OF LIABILITY, AND REMEDIES WILL APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

EACH EXCLUSION AND LIMITATION IS INTENDED TO BE SEPARATELY ENFORCEABLE, WITHOUT REGARD TO THE OTHER EXCLUSIONS AND LIMITATIONS, AND WITHOUT REGARD TO WHETHER ANY OTHER REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

15. Term and Termination

a. Term

This Agreement will begin on the Effective Date and will continue until terminated in accordance with this section.

b. Termination

You may delete Your Project(s) at any time. Deletion of all Your Projects and Organizations will be interpreted by Holori as a termination for convenience of your subscription and this Agreement.

Either Party may terminate this Agreement immediately on written notice to the other if the other Party is in breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach.

Notwithstanding the foregoing, Holori may also terminate this Agreement (i) immediately on written notice to You, if Your or your Users’ use of the Services breaches export control laws, Applicable Data Protection Laws, or materially breaches the Acceptable Use Policy or these Terms of Services; or (ii) with 8 days written notice in the case You fail to pay any undisputed overdue amount.

c. Effect of termination

Upon termination of this Agreement, and irrespective of the cause for termination, Your rights and access to the Service will be terminated, and Holori will delete all your Projects and Content without undue delay, unless otherwise required by applicable Law or as reasonably necessary for the establishment, exercise, or defense of legal claims.

It’s your sole responsibility to carry out any reversibility operation (e.g., deletion, backup) necessary for the conservation or transfer of your Content.

d. Survival
All sections of this Agreement, which, by their nature, extend beyond termination of this Agreement, shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the Party in whose favor they operate, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

16. Force Majeure

Except for payment obligations of amounts due under this Agreement, neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, terrorism, riot; strike or sabotage; an act of God, like epidemic, fire, or floods; energy crisis or electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions or embargoes; or other event outside the reasonable control of the obligated Party. Such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than 60 days, the other Party may terminate this Agreement upon 15 days’ written notice. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.

17. Governing law and jurisdiction

The Parties agree that this Agreement will be governed by and construed under the laws of France, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. The Parties undertake to take all steps to reach a mutual agreement to any dispute arising in relation to the validity, interpretation, or fulfillment of the Agreement. The Parties agree that all disputes and any claims arising out of or in connection with this Agreement and its subject matter shall be exclusively settled by the Commercial court of Paris.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION YOU MAY HAVE IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR THE USE OR ACCESS TO THE SERVICES WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION PROCEEDING. YOU MAY ONLY RESOLVE DISPUTE WITH HOLORI ON AN INDIVIDUAL BASIS AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

18. Changes to this Agreement
Holori may, in its sole discretion, modify these Terms of Service and such incorporated documents, including the DPA and Acceptable Use Policy from time to time. If You object to the updated Agreement, as Your sole and exclusive remedy, You may choose not to renew, including canceling any terms set to auto-renew.

Last update: September 2024