Holnix Terms of Service

Version 1.0 · Effective date: October 29, 2026 · Last updated: October 29, 2026

These Terms of Service (the “Terms”) constitute a legally binding agreement between Holnix, Inc., a Florida corporation with its principal office at 150 SE 2nd Ave, Ste 300, Miami, FL 33131, United States (“Holnix”, “we”, “us” or “our”), and the individual or entity that accesses or uses the Holnix platform (“you” or the “Subscriber”). The Holnix platform is a web-based software-as-a-service application that enables publishers, bookstores, distributors and other participants in the book industry to manage, publish, synchronize and distribute catalog metadata and related digital assets.

Please read these Terms carefully. They govern your access to and use of the Service and include important provisions regarding intellectual property, limitations of liability and dispute resolution.

Acceptance of these Terms

By creating an account, clicking “I agree” (or a similar button or checkbox), executing an Order Form that references these Terms, or otherwise accessing or using the Service, you acknowledge that you have read, understood and agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case “you” and “Subscriber” refer to that entity.

If you do not agree to these Terms, you must not access or use the Service.

If you have entered into a separate written Master Services Agreement with Holnix, that agreement governs your use of the Service to the extent set forth in Section 4 below.

Related policies and agreements

The following documents are incorporated into these Terms by reference and form part of your agreement with Holnix: the Holnix Privacy Policy; the Holnix Copyright and DMCA Policy; the Holnix Artificial Intelligence Disclosure; and the Holnix Data Processing Agreement.

In the event of a conflict between these Terms and any incorporated policy, these Terms govern unless the incorporated policy expressly states otherwise. For any legal notice under these Terms, Holnix may be contacted at legal@holnix.com.

1. Definitions

1.1 “Service” or “Platform” means the Holnix web-based software-as-a-service application, together with all associated features, modules, APIs and Documentation made available by Holnix from time to time.

1.2 “Account” means the registered account through which a Subscriber and its Authorized Users access the Service.

1.3 “Subscriber” means the individual or legal entity that registers for an Account, whether on a paid or free basis. Subscribers include, among others, publishers, bookstores and distributors.

1.4 “MSA Subscriber” means a Subscriber that has entered into a separate written Master Services Agreement with Holnix.

1.5 “Self-Service Subscriber” means a Subscriber that has accepted these Terms online and has not entered into a Master Services Agreement.

1.6 “Master Services Agreement” or “MSA” means a separately executed written services agreement between Holnix and a Subscriber.

1.7 “Order Form” means an online or written order, plan selection or subscription confirmation that specifies the plan, fees and term applicable to a Subscriber.

1.8 “Authorized User” means an individual whom a Subscriber permits to access and use the Service under the Subscriber’s Account.

1.9 “User Content” means all data, metadata (including ONIX records), text, cover images, PDFs, catalogs and other materials that a Subscriber or its Authorized Users upload to, generate within or transmit through the Service.

1.10 “Documentation” means the user guides, help materials and technical documentation that Holnix makes available for the Service.

1.11 “EEA/UK User” means a Subscriber or Authorized User established or resident in the European Economic Area, the United Kingdom or Switzerland.

2. Accounts and eligibility

2.1 Registration. To access the Service, you must create an Account and provide accurate, current and complete information. You agree to keep your Account information up to date.

2.2 Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service. If you register on behalf of an entity, you represent that you are authorized to bind that entity to these Terms.

2.3 Account security. You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account. You agree to notify Holnix promptly at legal@holnix.com of any unauthorized use or suspected breach of security. Holnix is not liable for any loss arising from unauthorized use of your Account that results from your failure to maintain the confidentiality of your credentials.

2.4 Authorized Users. A Subscriber may permit its Authorized Users to access the Service under its Account. The Subscriber is responsible for (a) ensuring that each Authorized User complies with these Terms, and (b) all acts and omissions of its Authorized Users. Any breach of these Terms by an Authorized User is deemed a breach by the Subscriber.

2.5 Accounts are independent. Each Subscriber registers and maintains its own Account. A Subscriber may not access the Service through, or on behalf of, another Subscriber’s Account except as expressly permitted by Holnix.

3. Acceptable use

3.1 General. You agree to use the Service only for lawful purposes and in accordance with these Terms. You are solely responsible for your conduct and your User Content.

3.2 Prohibited conduct. You shall not, and shall not permit any Authorized User or third party to:

(a) use the Service in violation of any applicable law, regulation or third-party right, including intellectual property, privacy or data-protection rights;

(b) upload, transmit or store any User Content that you do not have the right to use, or that infringes, misappropriates or violates any third party’s rights;

(c) copy, modify, reverse engineer, decompile, disassemble or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;

(d) access or use the Service to build, train or improve a competing product or service, or to develop a model or dataset that competes with Holnix;

(e) use any robot, spider, scraper or other automated means to access or extract data from the Service, other than through interfaces and APIs expressly made available by Holnix;

(f) circumvent, disable or interfere with any security, authentication or usage-limitation feature of the Service;

(g) upload or transmit any malicious code, virus or other harmful component;

(h) impose an unreasonable or disproportionately large load on the Service’s infrastructure, or otherwise disrupt the integrity or performance of the Service;

(i) resell, sublicense, rent, lease or otherwise make the Service available to any third party, except as expressly permitted under an applicable Order Form or MSA; or

(j) remove, obscure or alter any proprietary notice displayed within the Service.

3.3 Enforcement. Holnix may investigate any suspected violation of this Section and may suspend or terminate access in accordance with Section 11. Holnix may, but is not obligated to, remove or disable access to any User Content that it reasonably believes violates these Terms.

4. Relationship with the Master Services Agreement

4.1 MSA Subscribers. If you are an MSA Subscriber, your use of the Service is governed primarily by your Master Services Agreement. These Terms apply to you as a supplement to the MSA and only to the extent they are not inconsistent with it.

4.2 Order of precedence. In the event of a conflict among the documents that make up your agreement with Holnix, the following order of precedence applies, from highest to lowest: (a) the Master Services Agreement, if any; (b) the applicable Order Form; (c) these Terms; and (d) the incorporated policies referenced above. An Order Form prevails over the MSA only with respect to the specific commercial terms (such as pricing, plan or term) that it expressly addresses.

4.3 Self-Service Subscribers. If you are a Self-Service Subscriber, your agreement with Holnix consists of these Terms together with any applicable Order Form, and no Master Services Agreement applies.

4.4 No implied MSA. Access to or use of the Service does not create a Master Services Agreement. An MSA exists only where separately executed in writing by both parties.

5. Fees and self-service subscriptions

5.1 Application of this Section. This Section applies to Self-Service Subscribers and to any paid features purchased online. If you are an MSA Subscriber, the fees, payment terms and subscription term set out in your MSA and Order Form govern, and this Section applies only where the MSA is silent.

5.2 Plans and fees. Holnix offers the Service under free and paid plans. The features, limits and fees for each plan are described at the point of sale or in the applicable Order Form. Some features may be offered at no charge and others may require a paid subscription.

5.3 Billing and renewal. Paid subscriptions are billed in advance on the billing cycle specified in your Order Form (monthly or annually). Unless otherwise stated in your Order Form, paid subscriptions automatically renew for successive periods equal to the initial term, at the then-current fees, unless you cancel before the end of the current period.

5.4 Cancellation. You may cancel a paid subscription at any time through your Account or by contacting Holnix. Cancellation takes effect at the end of the current billing period. Following cancellation, you retain access to paid features until the end of the period for which you have paid.

5.5 Refunds. Except where required by applicable law, fees are non-refundable and there are no refunds or credits for partial periods, downgrades or unused features.

5.6 Price changes. Holnix may change its fees. For paid subscriptions, Holnix will provide at least thirty (30) days’ notice before a change takes effect, and the change will apply from the next renewal. If you do not agree to a price change, you may cancel before it takes effect.

5.7 Taxes. All fees are exclusive of taxes. You are responsible for all applicable taxes, levies or duties, excluding taxes based on Holnix’s net income. Where Holnix is required to collect such taxes, they will be added to your invoice.

5.8 Non-payment. If any undisputed fee is overdue, Holnix may suspend access to paid features after providing notice and a reasonable opportunity to cure, in accordance with Section 11.

5.9 Currency. Unless otherwise stated in the Order Form, all fees are stated and payable in U.S. dollars.

6. Holnix intellectual property; license to use

6.1 Ownership. The Service, including all software, code, features, interfaces, designs, text, graphics and Documentation, and all intellectual property rights therein, are and remain the exclusive property of Holnix and its licensors. These Terms do not transfer any ownership right in the Service to you.

6.2 License grant. Subject to your compliance with these Terms and payment of applicable fees, Holnix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during your subscription, solely for your internal business purposes.

6.3 Restrictions. Your license is subject to the restrictions set out in Section 3 (Acceptable use). All rights not expressly granted to you are reserved by Holnix.

6.4 Feedback. If you provide Holnix with suggestions, ideas or feedback about the Service, you grant Holnix a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback into the Service, without any obligation to you.

7. User content and platform outputs

7.1 Ownership of uploaded User Content. As between you and Holnix, you retain all right, title and interest in and to the User Content you upload to or share with the Service, including ONIX records, metadata, cover images and marketing assets. Holnix does not claim ownership of such uploaded User Content.

7.2 Platform-generated catalogs and outputs. Online catalogs and other outputs that are created, generated, assembled, rendered or hosted within the Service are features of, and form part of, the Service. As between you and Holnix, Holnix owns the online catalogs as hosted within the Service, together with all templates, layouts, designs and software used to generate and display them; provided that the uploaded User Content incorporated into a catalog remains yours under Section 7.1. Online catalogs are made available to you as part of the Service during your subscription, are not a deliverable owned by you, depend on the continued operation of the Service, and may cease to be accessible upon suspension or termination.

7.3 Exported files. Where the Service allows you to export a catalog or other output in a portable format (for example, PDF), you may retain and use those exported files for your business purposes, subject to Holnix’s continuing ownership of any Holnix templates, designs or other Holnix intellectual property embedded in them.

7.4 License to Holnix. You grant Holnix a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display and distribute your uploaded User Content solely as necessary to provide, maintain, secure and improve the Service for you, and to distribute or synchronize catalog metadata as you direct through the Service.

7.5 Your responsibility. You represent and warrant that you own or have all necessary rights to your uploaded User Content and that its upload and use through the Service do not infringe or violate any third party’s rights. You are solely responsible for the accuracy, quality and legality of your uploaded User Content.

7.6 No use for AI training without consent. Holnix will not use your uploaded User Content to train generative artificial-intelligence models for the benefit of third parties without your prior consent. Where the Service offers AI-assisted features, your User Content will be processed solely to provide those features to you, as further described in the Holnix Artificial Intelligence Disclosure and Privacy Policy.

7.7 Aggregated and de-identified data. Holnix may generate and use aggregated or de-identified data derived from use of the Service, provided that such data does not identify you or any individual, for purposes such as operating and improving the Service.

7.8 Deletion. Upon termination of your Account, Holnix will make your uploaded User Content available for export for a period of thirty (30) days, after which Holnix may delete it in accordance with its retention practices and applicable law, unless retention is required by law. Online catalogs hosted within the Service may cease to be accessible upon termination.

7.9 Publicly accessible catalogs. The Service may allow you to publish catalogs so that they can be viewed by third parties who do not hold an Account (for example, your own customers). Such third-party viewers are not Subscribers or Authorized Users, and their passive viewing of a published catalog is not use of the Service under these Terms. You are solely responsible for any catalog you make publicly accessible and for the compliance of its content with applicable law and third-party rights. Holnix may establish separate notices or terms applicable to publicly accessible catalog pages.

7.10 Content standards and removal. You must not publish or make publicly accessible any catalog or content that is unlawful, infringing, defamatory, obscene, harmful or otherwise objectionable, or that violates Section 3. Holnix may, in its discretion and without liability to you, review, refuse, remove or disable access to any content that it reasonably believes violates these Terms or applicable law, or that is the subject of a complaint. Holnix has no obligation to monitor content but may do so.

7.11 Notice and takedown. Holnix maintains procedures to receive and act on notices of allegedly unlawful or infringing content. Notices of alleged copyright infringement must be sent to Holnix’s designated agent following the process described in the Holnix Copyright and DMCA Policy (dmca@holnix.com). Other concerns about content may be reported to legal@holnix.com. Holnix will act on valid notices as required by applicable law and may remove content or suspend Accounts in accordance with Section 11.

8. Artificial intelligence features

8.1 AI-assisted features. The Service may offer features that use artificial intelligence to assist you, such as generating book descriptions, marketing copy or newsletter content, or an industry chatbot.

8.2 Transparency. Where you interact with an AI system or receive AI-generated content through the Service, Holnix will provide the disclosures required by applicable law, including Article 50 of the EU Artificial Intelligence Act. Further detail is set out in the Holnix Artificial Intelligence Disclosure.

8.3 Human review. AI-generated output may be inaccurate, incomplete or unsuitable for your purposes. You are responsible for reviewing and verifying any AI-generated output before relying on or publishing it. Holnix does not warrant the accuracy of AI-generated output.

8.4 Your content. Holnix’s use of your User Content in connection with AI-assisted features is governed by Section 7.6.

9. Privacy and data protection

9.1 Privacy Policy. Holnix’s collection and use of personal data is described in the Holnix Privacy Policy, which forms part of these Terms.

9.2 Roles. Where Holnix processes personal data contained in your User Content on your behalf, you act as the controller and Holnix as the processor, and such processing is governed by the Holnix Data Processing Agreement, which is incorporated into these Terms by reference.

9.3 EEA/UK Users. For EEA/UK Users, Holnix processes personal data in accordance with the GDPR and applicable UK and Swiss data-protection law, and implements an appropriate transfer mechanism (such as the Standard Contractual Clauses) for international transfers.

10. Disclaimers and limitation of liability

10.1 Warranty disclaimer. Except as expressly stated in these Terms or an applicable MSA, the Service is provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Holnix does not warrant that the Service will be uninterrupted, error-free or secure.

10.2 Limitation of liability. To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data or goodwill, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

10.3 Liability cap. To the maximum extent permitted by applicable law, Holnix’s total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total fees you paid to Holnix for the Service in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred U.S. dollars (US$100).

10.4 Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence or willful misconduct, and, for consumers or other users protected by mandatory law, any rights that such law confers and that may not be waived.

10.5 Basis of the bargain. The disclaimers and limitations in this Section are a fundamental basis of the agreement between you and Holnix and will apply even if any limited remedy fails of its essential purpose.

11. Suspension and termination

11.1 Termination by you. You may terminate your Account at any time by cancelling in accordance with Section 5.4 or by contacting Holnix.

11.2 Suspension or termination by Holnix. Holnix may suspend or terminate your access to the Service, in whole or in part, if (a) you materially breach these Terms and fail to cure within a reasonable period after notice; (b) any undisputed fee is overdue; (c) your use poses a security risk to the Service or others, or may subject Holnix to liability; or (d) required by law. Where practicable, Holnix will give prior notice; where a delay would cause harm, Holnix may act first and notify promptly afterward.

11.3 Effect of termination. Upon termination, your right to access the Service ceases. You may export your uploaded User Content during the period described in Section 7.8. Termination does not relieve you of any obligation to pay fees accrued before termination.

11.4 Survival. Sections concerning intellectual property, User Content ownership, fees accrued, disclaimers, limitation of liability, indemnification, dispute resolution and governing law survive termination.

12. Indemnification

12.1 Indemnification by you. You will defend, indemnify and hold harmless Holnix and its officers, directors, employees and agents from and against any third-party claim, demand, action, damage, loss, liability and reasonable expense (including reasonable attorneys’ fees) arising out of or relating to (a) your User Content, including any catalog you publish or make publicly accessible; (b) your use of the Service in violation of these Terms or applicable law; or (c) your infringement or violation of any intellectual property, privacy or other right of a third party.

12.2 Procedure. Holnix will (a) promptly notify you in writing of the claim, (b) grant you sole control of the defense and settlement of the claim (except that you may not settle any claim in a manner that imposes any obligation or admission on Holnix without its prior written consent), and (c) provide reasonable cooperation at your expense. Holnix may participate in the defense with counsel of its own choosing at its own expense.

13. Dispute resolution and arbitration

13.1 Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Service by negotiation. A party must first send written notice of the dispute to the other (to Holnix at legal@holnix.com), and the parties will confer for at least thirty (30) days.

13.2 Binding arbitration. If the dispute is not resolved within that period, it will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court, except as provided below. The seat of arbitration will be Miami-Dade County, Florida, and the arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class action waiver. To the maximum extent permitted by applicable law, disputes will be resolved on an individual basis only, and neither party may bring a claim as a plaintiff or class member in any purported class, collective or representative proceeding. The arbitrator may not consolidate more than one party’s claims without the consent of all affected parties.

13.4 Exceptions. Notwithstanding the above, either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

13.5 Opt-out. You may opt out of this Section 13 by sending written notice to legal@holnix.com within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved in the courts identified in Section 14.

13.6 EEA/UK Users. This Section 13 applies only to the extent permitted by the mandatory law applicable to you. Where mandatory law (including consumer-protection or other law applicable to EEA/UK Users) precludes binding arbitration or a class-action waiver, that requirement does not apply to you, and disputes will be resolved in accordance with Section 14 and your mandatory local rights.

14. Governing law and jurisdiction

14.1 Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Jurisdiction. Subject to Section 13 (Dispute resolution and arbitration), the parties submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any dispute not subject to arbitration.

14.3 EEA/UK Users. If you are an EEA/UK User, nothing in this Section deprives you of the protection of mandatory provisions of the law of your country of residence or establishment that cannot be derogated from by agreement, and you may have the right to bring proceedings in the courts of that country where required by mandatory law.

15. Changes to these Terms

15.1 Modifications. Holnix may modify these Terms from time to time. If a change is material, Holnix will provide reasonable prior notice (for example, by email to the address associated with your Account or by notice within the Service) before the change takes effect.

15.2 Acceptance of changes. Your continued use of the Service after the effective date of a change constitutes acceptance of the modified Terms. If you do not agree to a change, you must stop using the Service and may terminate your Account. For MSA Subscribers, changes to these Terms do not override the terms of a signed MSA.

16. General provisions

16.1 Entire agreement. These Terms, together with any applicable Order Form, MSA and incorporated policies, constitute the entire agreement between you and Holnix regarding the Service and supersede all prior agreements on that subject.

16.2 Severability. If any provision of these Terms is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force.

16.3 Waiver. No failure or delay by Holnix in exercising any right is a waiver of that right.

16.4 Assignment. You may not assign or transfer these Terms without Holnix’s prior written consent. Holnix may assign these Terms in connection with a merger, acquisition, reorganization or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

16.5 Force majeure. Holnix is not liable for any failure or delay resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or third-party service disruptions.

16.6 Relationship of the parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency or employment relationship.

16.7 Notices. Holnix may provide notices to you by email or within the Service. You must send notices to Holnix at legal@holnix.com.

16.8 Export and sanctions compliance. You represent that you are not located in, and will not use the Service in, a country or by a person subject to applicable United States export-control or sanctions laws (including OFAC-administered sanctions), and that you are not on any restricted-party list.

16.9 Governing language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version governs in the event of any conflict.