KRIS Terms of Service
Last Updated: 1 September 2025
These Terms of Service (“Agreement”) govern the access and use of the KRIS subscription services provided by SQL View Pte Ltd (Registration No. 199201612H), a company incorporated in the Republic of Singapore and having its registered office at 60 Kaki Bukit Place #03-14 Eunos Techpark, Singapore 415979 (“SQL VIEW”, “we”, “us”, or “our”) to any individual or entity (“Customer”, “you” or “your”) that registers for or uses the Services.
By accessing or using the Services, the Customer agrees to be bound by these Terms of Service. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.
1. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below. Other capitalized terms may be defined within the context of this Agreement.
1.1. “Add-Ons” means additional features, enhancements, or capacity upgrades (such as user licenses, storage expansions, or custom modules) that supplement the core KRIS Services and may be made available for separate purchase.
1.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement, where “control” means ownership of more than 50% of the voting interests of the subject entity.
1.3. “Agreement” means this Terms of Service, including all referenced annexes, policies, and the applicable Order(s), whether completed online through SQL View website or in writing.
1.4. “Customer Data” means all documents, files, metadata, communications, records, and other information uploaded to, stored in, or transmitted through the KRIS Services by Customer or its Users. Customer Data does not include KRIS Templates, system logs, anonymized usage data, or SQL VIEW proprietary materials.
1.5. “Documentation” means the manuals, user guides, training materials, and other instructional or explanatory documents related to the use of KRIS Services, whether provided digitally or in print by SQL VIEW.
1.6. “KRIS Services”, “Services” or “Subscription Services” means the cloud-based document management platform provided by SQL VIEW under the product name “KRIS,” including its modules, features, APIs, configurations, and system components, as described in the applicable Order Form.
1.7. “Order” or “Order Form” means the online subscription form, quotation, or written agreement through which the Customer subscribes to KRIS Services, including details such as the selected modules, pricing, term, and support package.
1.8. “Professional Services” means implementation, configuration, migration, training, or other related services provided by SQL VIEW, as specified in an Order or Statement of Work (SOW). These are excluded the core subscription Services.
1.9. “SQL VIEW Content” means all proprietary content, software components, templates, frameworks, scripts, workflows, and related documentation developed or owned by SQL VIEW and provided as part of the KRIS Services. This does not include Customer Data.
1.10. “User” means any individual authorized by the Customer to access and use the KRIS Services under the Customer’s account, including employees, consultants, vendors, or agents acting on behalf of the Customer.
1.11. “Confidential Information” means any non-public information disclosed by either party to the other in connection with this Agreement, including but not limited to business, technical, financial, or customer information, provided it is marked as confidential or should reasonably be understood to be confidential under the circumstances.
2. Provision of Services
2.1. Term of Agreement
This Agreement becomes effective on the date the Customer accepts these Terms (either electronically or through execution of an Order Form) and remains in effect for the duration of the subscription term specified in the Order Form (the “Subscription Term”), unless earlier terminated in accordance with this Agreement.
Unless otherwise stated in the Order Form, each subscription will automatically renew for successive terms equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
For clarity, Enterprise Customers must comply with the non-renewal notice requirements set forth in Section 4.2(i). KRIS Lite and Plus Customers may cancel in accordance with Section 4.2(ii).
2.2. Free Trials
SQL VIEW may offer the KRIS Services on a free trial basis (“Free Trial”) for a limited duration, as specified at the time of activation. During the Free Trial, Services are provided on an “as-is” basis with no warranties or commitments. SQL VIEW shall have no liability for any data loss, unavailability, or performance issues during the Free Trial period.
Unless the Customer transitions to a paid subscription before the end of the Free Trial, access to the Services may be suspended. Any customer data entered during the trial may be permanently deleted after thirty (30) days following the suspension of access.
For KRIS Lite or Plus Customers, the subscription will automatically commence upon expiry of the Free Trial, unless cancelled by the Customer through the Customer Portal prior to trial expiry.
2.3. Access to Services
Subject to the terms of this Agreement and full payment of applicable fees, SQL VIEW will provide the KRIS Services described in the Order Form. The Services include access to the subscribed modules, features, and Add-Ons as detailed therein. All Services are provided for the duration of the Subscription Term and in accordance with the usage limits and scope outlined in the Order Form.
2.4. Usage Limits
Use of the Services is subject to the usage parameters defined in the Order Form, such as number of Users, storage capacity, and available modules.
(i) The Services may only be accessed by the number of Users corresponding to the licensed quantity.
(ii) User accounts are individual and shall not be shared among multiple persons.
(iii) If the Customer exceeds the contracted usage limits, SQL VIEW may apply additional charges based on the excess usage. The Customer agrees to pay these fees to continue accessing the Services under the updated usage limits.
2.5. Additional Usage or Subscriptions
Unless otherwise agreed in writing:
(i) Additional usage or subscriptions purchased during the Subscription Term will be invoiced at the then-current rate, prorated for the remainder of the term.
(ii) All additional purchases will expire or renew on the same schedule as the original subscription.
2.6. Downgrades
The Customer is not permitted to downgrade its Subscription Services during the current Subscription Term. Downgrades may only be made effective at the time of renewal, subject to the execution of a new Order Form reflecting the revised subscription scope and rates.
2.7. Modifications
SQL VIEW reserves the right to modify the KRIS Services during the Subscription Term, including the addition, removal, or alteration of features, functionalities, usage limits, or Add-Ons applicable to the Customer’s subscription.
Such modifications will not materially reduce the overall functionality of the subscribed Services during the current Subscription Term, except in the following cases:
(i) modifications to Free Services;
(ii) modifications required by factors beyond SQL VIEW’s control, including changes in applicable laws or third-party integrations; or
(iii) modifications to Beta Services.
If any change results in a material reduction of core functionality, SQL VIEW will notify the Customer in advance via the primary account email.
2.8. No Dependency on Future Features
The Customer acknowledges that their purchase of the Services is not contingent on the delivery of any future functionality or dependent on any public statements, roadmaps, or projections made by SQL VIEW.
2.9. Hosting and Security
The KRIS Services are hosted in a secure, ISO 27001-certified data center located in Singapore. Infrastructure supporting the Services is also validated as a Level 1 service provider under the PCI DSS (Payment Card Industry Data Security Standard).
2.10. Service Availability and Support Services
SQL VIEW will use commercially reasonable efforts to ensure that the KRIS Services are available 24/7, subject to scheduled maintenance and exclusions for events beyond SQL VIEW’s reasonable control (e.g., force majeure, cyberattacks, internet provider outages).
During the Subscription Term, SQL VIEW will also provide technical support in line with the Customer’s subscription tier. The details of service availability, support channels, response times, and eligibility for Service Credits are defined in the Service & Support Commitments, published alongside this Terms of Service on SQL VIEW’s website.
3. Fees and Payment Terms
3.1. Subscription Fees
The subscription fees for the KRIS Services (“Subscription Fees”) are set out in the applicable Order Form. Subscription Fees will remain fixed during the current Subscription Term unless:
(i) the Customer exceeds any usage limits (e.g., number of Users, storage capacity, or other limits defined in the Order Form or documentation);
(ii) the Customer upgrades to a higher-tier product or package, whether voluntarily or as a result of exceeding limits;
(iii) the Customer subscribes to additional modules, features, or services; or
(iv) otherwise agreed in writing in the Order Form.
All fees are final, non-cancellable, and non-refundable.
3.2. Fee Adjustments at Renewal
Upon renewal of a Subscription Term, SQL VIEW may increase the Subscription Fees to its then-current standard pricing. Any such fee increase will be communicated to the Customer at least sixty (60) days prior to the renewal date and will take effect at the start of the next renewal term.
If the Customer does not agree to the revised fees, Customer may choose not to renew the subscription by providing written notice in accordance with the non-renewal clause in Section 4.2.
3.3. Payment Methods
If the Customer pays via credit card or any authorized online payment method, the Customer authorizes SQL VIEW to charge all applicable fees to the designated payment method. The Customer also authorizes SQL VIEW to use a secure third-party payment processor and consents to the disclosure of payment details to such processor for the purpose of completing transactions.
If an attempt to charge the payment method fails (e.g., due to expiration or invalid status), SQL VIEW reserves the right, and Customer authorizes SQL VIEW, to retry the billing the authorized online payment method or request that the Customer update their payment method.
If the Customer updates its Authorized Payment Method to remedy a change in validity or expiration date, SQL VIEW will automatically resume billing; SQL VIEW may also receive updates on your Authorized Payment Method through the payment service providers and automatically resume billing.
SQL VIEW may suspend access to the Services or terminate the subscription in accordance with this Agreement if valid payment cannot be processed.
3.4. Payment Against Invoice
If paying by invoice, all invoiced amounts are due and payable within thirty (30) days of the invoice date, unless otherwise specified in the Order Form. Invoices for renewals or recurring billing periods will be issued up to sixty (60) days prior to the beginning of the next Renewal Term and each subsequent Billing Period.
3.5. Customer Information and Billing Accuracy
The Customer is responsible for keeping its company details (including name, address, and billing contact) and Authorized Payment Method information up to date throughout the Subscription Term. This includes ensuring that billing, tax, and payment credentials remain accurate and valid.
SQL VIEW reserves the right to continue to charge the Customer’s Authorized Payment Method for any outstanding fees until fully paid. All payment obligations are non-cancellable, and all amounts paid are non-refundable.
3.6. Taxes
All fees are exclusive of taxes, levies, duties, or similar governmental assessments, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, or withholding tax. The Customer is responsible for paying all such applicable taxes, except for taxes based solely on SQL VIEW’s income. If withholding tax is required by law, the Customer shall gross up payments such that SQL VIEW receives the full amount specified in the invoice.
3.7. Usage-Based Fees
If the Customer exceeds contracted usage limits (e.g., number of users, storage capacity), SQL VIEW may invoice additional fees in accordance with its then-current pricing. The Customer agrees to pay these fees to continue accessing the Services under the updated usage terms.
4. Term and Termination
4.1. Term and Renewal The initial subscription term will be specified in the applicable Order Form (“Initial Term”). Unless otherwise stated in the Order Form, the subscription will automatically renew for the same duration as the Initial Term.
Subscriptions are non-cancellable during the current term, and fees paid are non-refundable. No credits or refunds will be issued for unused portions of the subscription.
4.2. Non-Renewal Subscriptions
(i) Enterprise Customers: The Customer may choose not to renew a subscription by providing written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term. Such notices must be delivered to the Customer’s assigned Account Manager and copied to [email protected].
(ii) KRIS Lite and Plus Customers: The Customer may cancel renewal at any time before the expiry of the current subscription or Free Trial by using the cancellation option in the Customer Portal. Cancellation takes effect immediately, prevents automatic renewal, and the current subscription will remain active until its scheduled end date.
4.3. Termination for Cause
Either party may terminate this Agreement for cause if:
(i) the other party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days of receiving written notice describing the breach in reasonable detail; or
(ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
SQL VIEW also reserves the right to suspend or terminate access to the Services immediately and without liability if:
(i) payment is not received within the specified time after due notice;
(ii) the Customer breaches usage restrictions or applicable law; or
(iii) SQL VIEW reasonably believes that continued access to the Services would cause harm to its systems, infrastructure, or other customers.
4.4. Suspension of Services
(i) Suspension for Prohibited Acts SQL VIEW may suspend access to the KRIS Services, in whole or in part, without notice if the Customer:
(i) uses the Services in violation of any applicable law, regulation, or this Agreement;
(ii) engages in behavior that may infringe the intellectual property rights of others; or
(iii) uses the Services in a way that threatens the security, integrity, or availability of SQL VIEW’s systems or services.
SQL VIEW may remove any content that it reasonably determines to be in violation of this Agreement or applicable law. However, SQL VIEW has no obligation to monitor Customer Data unless required by law.
(ii) Suspension for Non-Payment
If the Customer fails to pay any undisputed amount when due, SQL VIEW will provide written notice of non-payment. If payment is not received within ten (10) days of such notice, SQL VIEW may suspend access to the Services. SQL VIEW will not suspend Services if the Customer is disputing the charges in good faith and is actively working to resolve the issue. A reactivation fee may be charged to restore suspended Services.
(iii) Suspension for Harm or Risk
SQL VIEW may suspend the Services immediately if:
(i) the Services are subject to or being used in denial-of-service attacks or similar disruptive activity;
(ii) the Customer’s use creates or exposes a security vulnerability;
(iii) the Services are being used to cause harm to SQL VIEW, its infrastructure, or other customers; or
(iv) excessive consumption of system resources is detected.
SQL VIEW will make commercially reasonable efforts to restrict any suspension to only the affected components of the Subscription Service. Both parties shall use reasonable efforts to promptly address and resolve the underlying issues that led to the suspension. Nothing in this section limits SQL VIEW’s right to terminate this Agreement for cause if it determines that the Customer is acting, or has acted, in a manner that may negatively impact SQL VIEW, its business interests, or its other customers.
(iv) Suspension or Termination of Free Services
SQL VIEW may suspend, limit, or terminate any free or trial services at any time, for any reason, without prior notice. SQL VIEW may also terminate free accounts due to prolonged inactivity.
4.5. Effect of Termination
Upon expiration or termination of this Agreement:
(i) the Customer must cease all access and use of the Services and delete any SQL VIEW-provided materials;
(ii) the Customer shall promptly pay any outstanding fees due under the Agreement; and
(iii) the Customer Data will be handled in accordance with Clause 6.7 (Retention, Deletion, and Retrieval).
5. Customer Responsibilities
5.1. Account Security and Access
The Customer is responsible for maintaining the confidentiality of all usernames, passwords, and access credentials associated with its KRIS account. The Customer agrees to take reasonable steps to prevent unauthorized access to the Services and shall promptly notify SQL VIEW of any suspected or actual breach of security.
5.2. Authorized Users
The Customer shall ensure that only authorized personnel access the KRIS Services and that such access complies with the terms of this Agreement. User accounts are personal to each individual and may not be shared or reassigned without proper authorization.
5.3. Use of Services
The Customer agrees to use the KRIS Services solely for its internal business purposes and in compliance with all applicable laws, regulations, and the terms of this Agreement. The Customer shall not:
(i) use the Services in any unlawful manner or for any unlawful purpose;
(ii) upload, store, or transmit any material that infringes intellectual property rights or violates the rights of others;
(iii) attempt to gain unauthorized access to SQL VIEW’s systems or other customers’ data;
(iv) reverse-engineer, decompile, or disassemble any part of the Services;
(v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.
5.4. Cooperation
The Customer shall provide reasonable cooperation and assistance to SQL VIEW, including timely access to personnel, systems, and data, as necessary for the provision and support of the KRIS Services.
5.5. Third-Party Services and Integrations
If the Customer utilizes third-party products, services, or integrations (including those accessed through APIs) in conjunction with the KRIS Services, the Customer is solely responsible for ensuring compliance with all applicable terms, licenses, and usage policies of those third-party providers. SQL VIEW shall bear no responsibility for any issues, losses, or damages arising from the Customer’s use of or reliance on such third-party services. Furthermore, SQL VIEW shall not be liable for any access to, alteration, or deletion of Customer Data resulting from interactions with or by such third-party services.
5.6. Prohibited Activities
The Customer agrees not to engage in or permit its Users to engage in any activity that:
(i) introduces malicious code into the KRIS Services or SQL VIEW’s infrastructure;
(ii) interferes with or disrupts the Services or their availability;
(iii) attempts to circumvent usage limits, billing calculations, or security controls; or
(iv) misrepresents the origin or content of data transmitted through the Services.
6. Customer Data
6.1 Ownership and Rights
The Customer retains full ownership of all rights, title, and interest in the Customer Materials and Customer Data. The Customer grants SQL VIEW and its licensors a limited, non-exclusive license to access, use, process, and store such materials solely as necessary to deliver the Subscription Services and any related professional services, in accordance with this Agreement and applicable law. If the Services are being used on behalf of a third party, the Customer represents and warrants that it has obtained all necessary rights and authorizations to do so.
6.2 Use of Customer Data by SQL VIEW
SQL VIEW will use Customer Data only as necessary to provide and support the KRIS Services and any related professional services, and as otherwise permitted by this Agreement or required by applicable law. SQL VIEW will not sell, disclose, or share Customer Data with third parties except as set forth in this Agreement or under the Data Processing Addendum (DPA), where applicable.
6.3 Data Practices and Analytics
6.3.1 Usage Data
SQL VIEW may collect usage and operational data relating to how the Services are accessed and used (“Usage Data”) in order to monitor performance, ensure system integrity, improve the Services, and for internal analytics. Usage Data may include metadata, activity logs, and system-generated data, and does not include identifiable Customer Data unless aggregated or anonymized.
6.3.2 Machine Learning and AI Features
SQL VIEW may use Customer Data to develop, improve, and operate AI-based features and functionality within the KRIS Services, including through machine learning models. The Customer consents to such use for service enhancement purposes. If the Customer wishes to opt out of having its data used for machine learning training purposes, it may submit a written request to [email protected].
6.4 Privacy Policy and Compliance
SQL VIEW will process Customer Data in accordance with its Privacy Policy, which describes how data is collected, used, stored, and protected. The Privacy Policy is incorporated by reference into this Agreement and governs the processing of any Personal Data where applicable.
6.5 Data Protection and Security
SQL VIEW will maintain commercially reasonable and appropriate administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including Personal Data. These safeguards may include encryption, access controls, audit logging, and secure hosting infrastructure.
6.6 Data Hosting
Customer Data will be stored in data centers located in Singapore, subject to the terms of this Agreement. SQL VIEW may replicate data within this region for disaster recovery and backup purposes. Certain services—such as Add-Ons, integrations with third-party products, analytics, or optional beta services—may operate or be hosted outside of the designated region. If Users or end users access the Subscription Service from outside the designated Hosting Location, SQL VIEW makes no representation or warranty that the specified Hosting Location will satisfy the Customer’s data residency or sovereignty requirements.
6.7 Retention, Deletion, and Retrieval
Upon termination or expiration of the Subscription Term, SQL VIEW will retain Customer Data for thirty (30) days to allow the Customer to export or retrieve its data. After this period, SQL VIEW reserves the right to permanently delete all remaining Customer Data, unless otherwise required by law. During the Subscription Term, the Customer may retrieve its data using the export functionality available in the KRIS Services or by submitting a written request. Additional data extraction services may be subject to professional service fees.
7. Confidentiality and Proprietary Rights
7.1. Confidential Information
Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) may disclose confidential, business, technical, or financial information relating to its operations, customers, products, services, or systems (“Confidential Information”). Confidential Information includes, but is not limited to:
(i) For SQL VIEW: Non-public details about the features, functionality, and performance of the KRIS Services.
(ii) For the Customer: All non-public data and materials submitted to SQL VIEW to enable the provision of the Services, including Customer Data.
The Receiving Party agrees to:
(i) Use the same degree of care it uses to protect its own confidential information (and in any case, no less than reasonable care) to prevent unauthorized disclosure of the Disclosing Party’s Confidential Information;
(ii) Use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under this Agreement;
(iii) Take all reasonable steps to prevent and address suspected or actual unauthorized access or disclosure; and
(iv) Promptly notify the Disclosing Party of any unauthorized access, use, or disclosure of its Confidential Information and cooperate in mitigation efforts.
7.2. Exceptions
The obligations in Section 7.1 shall not apply to information that:
(i) is or becomes publicly available without breach of this Agreement;
(ii) was already in the Receiving Party’s lawful possession without restriction before disclosure by the Disclosing Party;
(iii) is rightfully disclosed to the Receiving Party by a third party without confidentiality obligations;
(iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or
(v) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice (where legally permitted) to allow the Disclosing Party to seek a protective order or other remedy.
7.3. Proprietary Rights
(i) Customer Data The Customer retains all rights, title, and interest in and to its Customer Data, as well as any data derived from the Customer Data that is provided back to the Customer as part of the Services. Nothing in this Agreement transfers ownership of Customer Data to SQL VIEW.
(ii) SQL VIEW IP SQL VIEW retains all rights, title, and interest in and to:
(i) the KRIS Services and software, including all improvements, modifications, and enhancements;
(ii) any applications, tools, scripts, or technologies developed in connection with support or implementation services; and
(iii) all related intellectual property rights.
No rights are granted to the Customer under this Agreement other than as expressly stated.
7.4. Use of Aggregated and Derived Data
During the Term of this Agreement, SQL VIEW may collect and analyze operational, technical, and system-generated data—including information derived from Customer Data—for the purposes of delivering, maintaining, and improving the KRIS Services and related technologies. This right is subject to the following conditions:
(i) Such collection and use shall not include any data considered “personal data” under the Personal Data Protection Act 2012 (PDPA) of Singapore, or any data that the Customer has identified as confidential or that SQL VIEW reasonably understands to be confidential in nature; and
(ii) SQL VIEW shall comply with the PDPA, all applicable data protection laws and regulations, and the confidentiality obligations outlined in this Agreement.
For clarity, any Customer Data or data derived therefrom that qualifies as “Data” under Clause 13 of this Agreement remains subject to the full protections provided therein.
Subject to the above, SQL VIEW may use anonymized or de-identified aggregate data (which excludes both Confidential Information and Personal Data) during and after the Term of this Agreement for internal analytics, diagnostics, performance tuning, service improvement, and development of new offerings.
8. Reliance
The Customer acknowledges and agrees that SQL VIEW’s provision of the KRIS Services (including any documentation, upgrades, enhancements, patches, and future releases) is based on SQL VIEW’s professional skill, technical expertise, and judgment. The Customer further accepts that SQL VIEW may make modifications, corrections, or improvements to the Services or related documentation in the course of delivering the Services under this Agreement. The Customer relies on SQL VIEW to exercise such judgment in accordance with industry best practices and the terms of this Agreement.
9. Warranties and Disclaimers
SQL VIEW warrants that the Services, including any products provided under the Services, will be fit for their intended purpose and performed in a professional and workmanlike manner in accordance with prevailing industry standards. SQL VIEW will use reasonable efforts to maintain the Services so as to minimize errors and interruptions, but the Customer acknowledges that temporary unavailability may occur due to scheduled maintenance, unscheduled emergency maintenance, third-party service provider issues, or other causes beyond SQL VIEW’s reasonable control. Where practicable, SQL VIEW will provide advance written or email notice of scheduled service disruptions. Except as expressly stated in this Agreement, SQL VIEW does not warrant that the Services will be uninterrupted or error-free, nor does it guarantee any particular results from use of the Services.
10. Intellectual Property Rights (“IPR”)
SQL VIEW warrants and represents that, in providing the Services to the Customer:
(i) it is the sole legal and beneficial owner of all rights, title, and interest in the IPR associated with the Services, free from any encumbrances, liens, or restrictions;
(ii) the licensed IPR, products, and Services provided, and the Customer’s use thereof, do not infringe or violate any third-party rights;
(iii) it is duly authorised to use the IPR in the performance of the Services; and
(iv) for the purposes of this Agreement, “Intellectual Property” includes all forms of intellectual property rights, whether registered or unregistered, including but not limited to patents, utility models, trademarks, copyrights, design rights (registered or unregistered), rights in data (including plans, drawings, patterns, and designs), know-how, trade secrets, domain names, business and commercial information, and other proprietary or intangible rights belonging to either party.
11. Indemnity
11.1. Infringement Claims If any claim, action, or proceeding is brought against the Customer alleging that the KRIS Services, software, or any component provided by SQL VIEW under this Agreement infringes any copyright, trade secret, patent, or other intellectual property right of a third party, SQL VIEW will, at no additional cost to the Customer and at the Customer’s option:
(i) procure for the Customer the right to continue using the affected Service or component;
(ii) replace or modify the Service or component to make it non-infringing while retaining substantially equivalent functionality; or
(iii) if neither option is commercially feasible, propose and agree with the Customer on an alternative solution, including but not limited to redesigning or acquiring a conforming product at SQL VIEW’s sole cost.
11.2. Indemnity Obligations Without prejudice to the foregoing, SQL VIEW shall fully indemnify and keep indemnified and held harmless and shall fully compensate the Customer for any loss or damage, costs (including legal costs on a solicitor-client basis) and expenses suffered by the Customer arising out of or in connection with:
(i) any third-party claim, dispute, or proceeding for intellectual property infringement related to the Services, software, or products provided under this Agreement; and
(ii) any disruption to the Customer’s use of the Services caused by a temporary or permanent injunction or restraining order resulting from such a claim.
11.3. Assistance SQL VIEW shall provide all reasonable cooperation and assistance requested by the Customer in defending any such claims, including specialist advice, expert testimony, technical documentation, designs (including work-in-progress), materials, samples, demonstrations, and relevant correspondence.
11.4. Survival This indemnity shall survive for a period of five (5) years following the expiry or termination of this Agreement.
11.5. Exclusions SQL VIEW’s obligations under this Section shall not apply to any infringement arising from:
(i) modifications made to the Services by the Customer without SQL VIEW’s written consent;
(ii) use of the Services in combination with products, processes, or materials not supplied or approved by SQL VIEW, where the infringement relates to such combination;
(iii) continued use of the Services after notice of an infringement claim or after being informed of modifications that would have avoided the alleged infringement, or;
(iv) use of the Services in violation of this Agreement or outside the scope of rights granted by SQL VIEW.
12. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary in this Agreement, and except in cases of bodily injury or death, neither the Customer nor SQL VIEW, including their respective officers, affiliates, representatives, contractors, or employees, shall be liable under any contract, negligence, strict liability, or other legal theory for:
(i) any indirect, incidental, exemplary, special, or consequential damages;
(ii) any matter beyond such party’s reasonable control; or
(iii) any aggregate amounts exceeding the fees paid by the Customer to SQL VIEW for the Services under this Agreement during the twelve (12) months preceding the act that gave rise to the liability, regardless of whether SQL VIEW was advised of the possibility of such damages.
13. PRIVACY
13.1. Compliance with Laws
Each Party shall comply with all applicable data protection and privacy laws in its collection, processing, use, and disclosure of any information and data which can be related to an identifiable individual (“Data”) under this Agreement.
13.2. Data Handling Obligations.
Without prejudice to the generality of the foregoing, each Party shall, where required and in the manner required by Law:
(i) use Data only for purposes related to this Agreement and with the necessary consent of the individual concerned;
(ii) ensure Data accuracy and provide individuals access and correction rights where required;
(iii) implement reasonable security measures to protect Data;
(iv) securely destroy Data when no longer required; and
(v) transfer Data only in accordance with applicable laws.
13.3. Return or Deletion of Data
The Party receiving Data (“Data Receiving Party”) shall, upon request of the disclosing Party (“Data Disclosing Party”) or upon termination of this Agreement, promptly return or securely destroy such Data.
13.4. Cross-Border Transfers and Supplemental Terms
From time to time, upon request of the Data Disclosing Party, the Data Receiving Party shall perform or procure the performance of all such acts and execute or procure the execution of all such documents as the Data Disclosing Party deems necessary or desirable to ensure compliance with applicable laws or legal requirements, including but not limited to those relating to data protection and privacy. The Parties further agree to promptly enter into supplemental data processing agreements or take such other steps as may be appropriate to address cross-border transfer requirements, including (without limitation) the European Commission Standard Contractual Clauses for the transfer of Personal Data to Controllers in Third Countries (2009/915/EC), where the Parties determine such steps are necessary to comply with applicable data protection or privacy laws.
13.5. Indemnity
Notwithstanding the termination of this Agreement, the Data Receiving Party shall remain liable for, and shall indemnify, defend, and hold harmless the Data Disclosing Party against all damages, losses, costs, legal fees (on a solicitor-client basis), penalties, and proceedings—including any fines or other amounts levied, imposed, or charged by any regulator or regulatory authority—arising out of or in connection with any act or omission of the Data Receiving Party, or any of its officers, employees, advisors, agents, or representatives, in relation to this Clause.
13.6. Survival
The provisions under this clause shall survive the termination of this Agreement and endure without limit in point of time.
14. Publicity
14.1. Publicity Rights.
The Customer grants SQL VIEW the right to include the Customer’s name and logo in SQL VIEW’s customer lists, marketing materials, presentations, and on SQL VIEW’s website, solely for the purpose of identifying the Customer as a user of the Services. Such use shall be factual in nature and shall not imply any endorsement by the Customer.
14.2. Opt-Out and Removal
The Customer may opt out of such use at any time by providing written notice to SQL VIEW at [email protected]. Upon receipt of such notice, SQL VIEW shall cease using the Customer’s name and logo in all new materials created thereafter.
Furthermore, upon written request from the Customer, SQL VIEW will make commercially reasonable efforts to remove the Customer’s name and logo from materials already published or in use, including but not limited to the SQL VIEW website and digital presentations. However, SQL VIEW cannot guarantee the complete removal of the Customer’s name and logo from materials that have been distributed or published by third parties.
14.3. Limitations
The rights granted under this Section are non-transferable and shall remain in effect only during the term of this Agreement. These rights will automatically expire upon termination or expiry of this Agreement. However, SQL View may continue to use already published materials in their existing form.
15. Miscellaneous
15.1. Severability
If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall remain in full force and effect.
15.2. Assignment
This Agreement may not be assigned, transferred, or sublicensed by either party without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without such consent, to (i) an Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.
15.3. Third-Party Rights
Except for a permitted assignee in accordance with Clause 15.2, a person who is not a party to this Agreement shall have no rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore.
15.4. Entire Agreement
This Agreement, together with any referenced policies or terms published by SQL VIEW, constitutes the entire agreement between the Parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral, relating to the subject matter hereof. Any waiver, modification, or amendment of this Agreement shall only be effective as set out herein, including where SQL VIEW updates these Terms of Service in accordance with Clause 15.5.
15.5. Changes to Terms
SQL VIEW may update or modify the terms of this Agreement from time to time to reflect changes in our Services, business, or applicable law. If such changes are material, SQL VIEW will provide reasonable prior notice through the Services, by email, or other effective means. Continued use of the Services after the effective date of the revised terms constitutes acceptance of the updated Agreement. If the Customer does not agree to the revised terms, the sole remedy is to discontinue use of the Services.
15.6. Relationship of the Parties
Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties. The Customer shall have no authority to bind SQL VIEW in any manner whatsoever.
15.7. Legal Fees
In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its costs and reasonable attorneys’ fees.
16. Notices
16.1. Notices from Customer to SQL VIEW
All notices or communications from the Customer to SQL VIEW must be submitted in writing by email to: [email protected] (or such other email address as SQL VIEW may designate)
16.2. Notices from SQL VIEW to Customer
All notices or communications from SQL VIEW to the Customer will be delivered by:
- Email to the Customer’s registered account email address; or
- In-service notifications within the Subscription Service.
Such notices will be deemed received upon successful transmission or posting.
16.3. General
All notices under this Agreement shall be in English. It is the Customer’s responsibility to ensure that its contact and account information remain current and accurate for receipt of notices.
17. Anti-Bribery and Corruption
17.1. Compliance with Laws
SQL VIEW represents and warrants that it complies and will continue to comply throughout the Term of this Agreement, with all applicable anti-bribery and anti-corruption laws in every jurisdiction where it operates. SQL VIEW further represents that it has not, and will not, offer, authorize, or make any payment, gift, or transfer of value—directly or indirectly—to any government official or private individual for the purpose of improperly influencing any act, decision, or securing an improper advantage.
17.2. Notification of Violations
If SQL VIEW becomes aware of any activity that may constitute a violation of applicable anti-bribery or anti-corruption laws, it will promptly notify the Customer. The Parties shall consult in good faith to address the matter. If the issue cannot be resolved to the Customer’s reasonable satisfaction, the Customer may terminate this Agreement by written notice.
17.3. Termination Rights
The Customer reserves the right to terminate this Agreement immediately if SQL VIEW breaches this Clause or any related representation, warranty, or obligation set forth herein.
18. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Singapore for the resolution of any disputes arising out of or relating to this Agreement.