1.Who we are
Holtium, Inc. is a Delaware corporation headquartered in Miami, Florida. We are a B2B professional services and technology firm specializing in security governance, risk analytics, and security program enablement, including through the use of AI-enabled technologies.
2.Acceptance of terms
By engaging Holtium for any services or accessing our website, platform, and resources, you (“Client”) agree to be bound by these Terms of Service (“Terms”). If you do not agree with any provision of these Terms, you must not engage our services.
These Terms govern the general relationship between Holtium and its clients. Specific engagement terms including scope, fees, service levels, and data handling are governed by your Master Services and Platform Agreement (“MSA”), applicable Order, or other written agreement entered into between you and Holtium. In the event of any conflict between these Terms and an executed MSA or Order, the MSA or Order will control.
Holtium’s handling of personal data and client information is further described in our Privacy Policy. Our current security practices, subprocessor list, and compliance documentation are available at trust.holtium.com.
3.Description of services
Holtium provides the following categories of services, each tailored to the client’s specific requirements, industry regulations, and organizational maturity:
Advisory Services. Security program design, policy development, compliance framework alignment (SOC 2, HIPAA, PCI-DSS, NIST, etc.), risk assessment, threat modeling, incident response planning, and security awareness training. All advisory services and associated materials are provided for informational and advisory purposes only and are non-binding.
Platform Access. Access to Holtium’s proprietary cloud-based Enterprise Security Risk Management (ESRM) platform, including associated AI models, automation tools, and documentation. Platform access is granted pursuant to an applicable MSA or Order.
Embedded Personnel. Holtium may deploy professionals to embed within a client’s organization to support security, risk, compliance, and platform adoption initiatives. Embedded Personnel remain under Holtium’s employment and supervision.
Services may be delivered by Holtium personnel, qualified third-party consultants, or AI-assisted tools operating within the Platform.
4.Use of our services
You may access and use our services only for lawful purposes and in compliance with these Terms. You agree not to:
- Use our services in any manner that violates applicable law or regulation
- Reverse engineer, decompile, or disassemble any portion of the Platform or its underlying technology
- Use the Platform for any purpose other than your internal business benefit as contemplated by your engagement with Holtium
- Share access credentials with unauthorized third parties
- Introduce malicious code or interfere with the Platform’s operation
- Develop AI models or products that compete with Holtium’s products and services
- Represent AI-generated outputs as human-generated when they are not
You are responsible for all activity occurring under your account and for ensuring that anyone accessing the Platform on your behalf complies with these Terms.
5.Advisory disclaimer and AI outputs
Holtium’s role is limited to providing information, analysis, and recommendations for your independent consideration. We do not assume any decision-making authority, fiduciary obligation, or responsibility for your legal, regulatory, compliance, or risk management decisions. You retain sole responsibility for all decisions, implementation, and outcomes arising from your use of our services.
AI-assisted outputs generated through the Platform are provided for informational purposes only. They may not always be accurate and do not constitute legal, regulatory, or compliance advice. You are solely responsible for reviewing, validating, and approving all outputs prior to use.
6.Intellectual property
Holtium retains all right, title, and interest in its proprietary methodologies, frameworks, tools, platform, software, AI models, templates, documentation, and general knowledge (collectively, “Holtium IP”). Nothing in these Terms constitutes a “work for hire” arrangement or transfers ownership of Holtium IP.
Subject to your compliance with these Terms and payment of applicable fees, Holtium grants you a limited, non-exclusive, non-transferable license to use deliverables created specifically for you (“Client Work Product”) solely for your internal business purposes. This license is perpetual with respect to completed Client Work Product, provided you remain in compliance with your confidentiality and payment obligations.
If you provide feedback, suggestions, or recommendations regarding the Platform, you grant Holtium a nonexclusive, worldwide, perpetual, royalty-free license to use such feedback for any purpose.
7.Confidentiality
Both parties agree to maintain the confidentiality of non-public information disclosed during the course of an engagement, use it only for authorized purposes, and return or destroy it upon request. Confidentiality obligations survive for five (5) years following termination or expiration of any engagement, except that obligations with respect to trade secrets survive for as long as such information remains a trade secret under applicable law. Standard exceptions apply for publicly available information, independently developed information, and legally compelled disclosures.
Specific confidentiality terms, including definitions and scope, may be further detailed in your MSA.
8.Disclaimers and limitation of liability
EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE MSA, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS.” HOLTIUM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. EITHER PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID TO HOLTIUM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS DO NOT APPLY TO DAMAGES ARISING FROM FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR MISAPPROPRIATION OF THE OTHER PARTY’S TECHNOLOGY.
9.Fees and payment
Fees, payment schedules, and related terms are specified in your MSA or applicable Order. Unless otherwise agreed, payment obligations are non-cancelable and fees paid are non-refundable. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is less. All fees are exclusive of applicable taxes, which are the Client’s responsibility.
10.Term and termination
Engagement terms and renewal provisions are set forth in your MSA or applicable Order. Either party may terminate for material breach with thirty (30) days written notice and opportunity to cure. Either party may terminate immediately if the other party becomes insolvent or ceases business operations.
Upon termination, Client shall discontinue use of all Holtium IP. All unpaid fees become immediately due. Provisions regarding confidentiality, intellectual property, limitation of liability, and payment survive termination.
11.Governing law
These Terms are governed by and construed in accordance with the laws of the State of Florida. Any disputes shall be resolved exclusively in the state or federal courts located in Miami, Florida. Both parties irrevocably submit to the exclusive jurisdiction of such courts.
EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
12.General provisions
Entire Agreement. These Terms, together with any executed MSA, Orders, or other documents incorporated by reference, constitute the entire agreement between the parties.
Amendment. Except as provided in Section 14 (Updates to Terms), these Terms may only be amended in writing signed by authorized representatives of both parties. Amendments to an executed MSA or Order are governed by the amendment provisions of that agreement.
Severability. If any provision is found unenforceable, the remaining provisions remain in full force.
Assignment. Neither party may assign these Terms without consent, except in connection with a merger, acquisition, or sale of substantially all assets.
Independent Contractors. No agency, partnership, or employment relationship is created by these Terms.
Force Majeure. Neither party is liable for delays caused by circumstances beyond reasonable control. Client is not excused from payment obligations due to force majeure.
13.Contact information
Holtium, Inc.
2980 McFarlane Rd, Suite 200
Miami, FL 33133
Submit a request through our privacy & security request form or contact us through your service agreement.
14.Updates to terms
We may update these Terms from time to time on a prospective basis. Updated Terms will be posted on our website with a revised version number and effective date. For material changes, we will provide at least thirty (30) days’ advance notice before the updated Terms take effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms. Updates under this Section do not modify the terms of an executed MSA or Order.
