Effective Date: March 26, 2026

Last Updated: March 26, 2026

Version: 1.0

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Helixa Health, Inc. ("Helixa Health," "we," "us," or "our"), governing your access to and use of the Helixa Health platform, including the website at www.helixahealth.ai, mobile applications, APIs, and all related services (collectively, the "Platform").

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM, YOU AFFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

These Terms may be updated from time to time in accordance with Section 19. Your continued use of the Platform after any modification constitutes acceptance of the revised Terms.

2. Eligibility

You must be at least 18 years of age to create an account or use the Platform. If you are between 13 and 17 years of age, you may use the Platform only with the verified consent and ongoing supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. Helixa Health does not knowingly collect personal information from children under 13 without verifiable parental consent as required by the Children’s Online Privacy Protection Act (COPPA).

By using the Platform, you represent and warrant that you have the legal capacity to enter into a binding agreement and that all information you provide is accurate and complete.

3. Description of Services

Helixa Health is an AI-powered health and genomics platform that allows users to upload genetic data, electronic health records, lab results, and other health-related information for automated analysis. The Platform generates personalized educational insights, wellness recommendations, and informational content based on the data you provide.

The Platform may include features such as genetic variant analysis, biomarker tracking, supplement intelligence, nutrition guidance, lifestyle optimization recommendations, and integration with third-party wearable devices and health applications.

4. Medical Disclaimer and No Provider-Patient Relationship

THIS SECTION IS MATERIAL TO YOUR AGREEMENT WITH HELIXA HEALTH. PLEASE READ IT CAREFULLY.

4.1 No Medical Advice

The Platform provides informational and educational content only. Nothing on the Platform constitutes medical advice, clinical diagnosis, treatment recommendations, prescriptions, or professional health guidance. All AI-generated insights, reports, recommendations, and content are intended to support your general wellness awareness and to facilitate informed conversations with your licensed healthcare providers.

4.2 No Provider-Patient Relationship

Your use of the Platform does not create a physician-patient, therapist-patient, pharmacist-patient, or any other clinical or fiduciary relationship between you and Helixa Health, its employees, contractors, or affiliates. Helixa Health does not practice medicine, pharmacy, nursing, or any other licensed healthcare profession.

4.3 Duty to Consult Licensed Professionals

You agree that you will always consult a qualified, licensed healthcare professional before making any medical decision, changing or discontinuing any medication, altering any treatment plan, beginning any diet or supplement regimen, or starting any exercise program. You agree that you will not delay or forgo seeking professional medical advice because of information obtained through the Platform.

4.4 Emergency Services

THE PLATFORM IS NOT DESIGNED FOR MEDICAL EMERGENCIES. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CALL 911 (OR YOUR LOCAL EMERGENCY NUMBER) IMMEDIATELY. DO NOT RELY ON THE PLATFORM FOR EMERGENCY MEDICAL ASSISTANCE.

4.5 Supplement and Nutrition Disclaimers

Any supplement or nutritional recommendations provided through the Platform are informational only and have not been evaluated by the U.S. Food and Drug Administration (FDA). The Platform is not intended to diagnose, treat, cure, or prevent any disease. Supplement suggestions should be reviewed with a licensed healthcare professional before use, particularly if you are pregnant, nursing, taking medications, or managing a medical condition. Helixa Health complies with the Dietary Supplement Health and Education Act (DSHEA) in presenting supplement-related information.

5. User Accounts and Security

5.1 Account Creation

To access certain features, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly if it changes.

5.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Helixa Health implements multi-factor authentication (MFA) and encourages you to enable it. You agree to notify us immediately at [Insert Email] if you become aware of any unauthorized use of your account.

5.3 Account Termination by User

You may close your account at any time through your account settings or by contacting us. Upon closure, your data will be handled in accordance with the retention schedule described in our Privacy Policy.

6. User Data and Uploads

6.1 Ownership

You retain ownership of all data you upload to the Platform, including genetic files, health records, lab results, and self-reported information. By uploading data, you grant Helixa Health a limited, non-exclusive, revocable license to process, analyze, and display your data solely for the purpose of providing the services described in these Terms.

6.2 Accuracy of User Data

You are solely responsible for the accuracy, completeness, and legality of the data you upload. Helixa Health does not independently verify the accuracy of user-uploaded data and is not liable for any insights, recommendations, or outcomes based on inaccurate, incomplete, or falsified data.

6.3 Prohibited Data

You agree not to upload data belonging to another individual unless you have legal authority to do so (e.g., a parent uploading data for a minor child under their guardianship). Uploading another person’s health or genetic data without their informed consent may violate federal and state privacy laws and will result in immediate account termination.

6.4 De-Identified and Aggregated Data

You acknowledge and agree that Helixa Health may create de-identified and aggregated datasets derived from your data, stripped of all direct and indirect personal identifiers in accordance with applicable de-identification standards (including but not limited to the HIPAA Safe Harbor method). De-identified and aggregated data may be used for research, analytics, model training, product improvement, and population health insights. Once data has been de-identified, it is no longer subject to deletion, access, or portability requests, as it can no longer be associated with you.

7. AI-Powered Analysis

7.1 Nature of AI Outputs

The Platform uses artificial intelligence and machine learning models to analyze your data and generate insights. AI models are probabilistic systems that may produce outputs that are incomplete, inaccurate, or not applicable to your individual circumstances. Helixa Health does not warrant the accuracy, reliability, or completeness of any AI-generated content.

7.2 AI Hallucinations and Errors

You acknowledge that AI systems, including those used by Helixa Health, may generate outputs that are factually incorrect, misleading, or inconsistent (“hallucinations”). You agree to treat all AI-generated content as preliminary and informational, subject to verification by a qualified professional.

7.3 No Automated Decision-Making with Legal Effect

Helixa Health does not make automated decisions that produce legal effects or similarly significant effects on users. All AI-generated outputs are advisory and informational in nature. You retain full decision-making authority over your health, medical, and lifestyle choices.

7.4 Logging and Quality Assurance

AI-generated outputs are logged for quality assurance, safety review, and system improvement. You may request deletion of AI-generated content associated with your account in accordance with our Privacy Policy.

8. Intellectual Property

8.1 Helixa Health IP

The Platform, including its software, algorithms, models, user interface, design, trademarks, logos, and all associated intellectual property, is owned by or licensed to Helixa Health. Nothing in these Terms grants you any right, title, or interest in our intellectual property beyond the limited license to use the Platform as described herein.

8.2 User Feedback

If you provide feedback, suggestions, or ideas to Helixa Health, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without restriction or obligation to you.

8.3 Restrictions

You agree not to:

• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of any part of the Platform
• Copy, modify, distribute, sell, or lease any portion of the Platform
• Use the Platform to build a competing product or service
• Use automated tools (bots, scrapers, crawlers) to access the Platform without prior written consent
• Circumvent or attempt to circumvent any security measures, access controls, or usage limits

9. Prohibited Conduct

You agree that you will not:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation
• Upload or transmit any content that is defamatory, obscene, threatening, or otherwise objectionable
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the Platform or servers or networks connected to the Platform
• Attempt to gain unauthorized access to any portion of the Platform, other user accounts, or any systems or networks connected to the Platform
• Use the Platform to transmit any malware, viruses, or other harmful code
• Upload data belonging to a third party without legal authority to do so

Violation of this Section may result in immediate account suspension or termination, at our sole discretion, without notice or refund.

10. Fees and Payment

Certain features of the Platform may require payment of fees. Fees, billing cycles, and payment terms will be presented to you at the time of purchase. By purchasing a paid subscription or feature, you agree to pay the applicable fees and authorize Helixa Health to charge your designated payment method.

All fees are non-refundable except as required by applicable law or as otherwise expressly stated at the time of purchase. Helixa Health reserves the right to modify fees upon 30 days’ notice.

11. Third-Party Services and Links

The Platform may contain links to or integrations with third-party services, including wearable device platforms, supplement marketplaces, and medical reference databases. Helixa Health does not control, endorse, or assume responsibility for any third-party service. Your use of third-party services is governed by their respective terms and privacy policies.

Helixa Health is not responsible for the accuracy, safety, legality, or availability of products or services offered by third parties, including any supplements, devices, or services recommended or linked through the Platform.

12. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIXA HEALTH DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY AI-GENERATED CONTENT, HEALTH INSIGHTS, OR RECOMMENDATIONS
• WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS

HELIXA HEALTH DOES NOT WARRANT THAT AI-GENERATED OUTPUTS ARE MEDICALLY ACCURATE OR SUITABLE FOR ANY PARTICULAR HEALTH DECISION. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR RELIANCE ON PLATFORM OUTPUTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

13.1 Exclusion of Consequential Damages

IN NO EVENT SHALL HELIXA HEALTH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, HEALTH OUTCOMES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HELIXA HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Damages Cap

HELIXA HEALTH’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO HELIXA HEALTH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

13.3 Specific Health-Related Exclusions

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HELIXA HEALTH SHALL NOT BE LIABLE FOR:

• Any medical decision, treatment choice, or health outcome resulting from your reliance on AI-generated content
• Any adverse reaction to supplements, dietary changes, or lifestyle modifications suggested by the Platform
• Any delay in seeking or failure to seek professional medical advice
• Any errors, omissions, or inaccuracies in AI-generated genetic analysis, biomarker interpretation, or health insights
• Any unauthorized access to or breach of your data, except to the extent caused by Helixa Health’s gross negligence or willful misconduct

13.4 Essential Purpose

THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY PROVIDED HEREIN FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to indemnify, defend, and hold harmless Helixa Health, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

• Your use of the Platform or any activity under your account
• Any medical, health, dietary, or lifestyle decision you make based on AI-generated content or Platform recommendations
• Your breach of these Terms or any representation or warranty made herein
• Your violation of any applicable law, regulation, or third-party right
• Your upload of data belonging to a third party without lawful authorization

This indemnification obligation survives termination of your account and these Terms.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact Helixa Health at [Insert Email] and attempt to resolve the dispute informally for a period of at least 30 days.

15.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Platform, or the relationship between you and Helixa Health (including the determination of the scope or applicability of this agreement to arbitrate) shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in [Insert City, State]. The language of the arbitration shall be English.

The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, subject to the limitations set forth in these Terms. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AND HELIXA HEALTH AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER YOU NOR HELIXA HEALTH SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY OTHER PERSON OR ENTITY, OR TO ARBITRATE OR LITIGATE ANY DISPUTE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONDUCT CLASS-WIDE PROCEEDINGS.

15.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights. Claims arising under the California Private Attorneys General Act (PAGA), to the extent they cannot be compelled to arbitration under applicable law, are excluded from this arbitration provision.

15.5 Jury Trial Waiver

TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND HELIXA HEALTH EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles. To the extent that any claim is permitted to proceed in court (including claims excluded from arbitration under Section 15.4), you agree to submit to the exclusive jurisdiction of the state and federal courts located in [Insert County], [Insert State].

17. Termination

17.1 Termination by Helixa Health

Helixa Health may suspend or terminate your account and access to the Platform at any time, with or without cause, and with or without notice. Grounds for termination include, but are not limited to, violation of these Terms, fraudulent activity, abusive behavior, or legal or regulatory requirements.

17.2 Effect of Termination

Upon termination, your right to access the Platform ceases immediately. Sections that by their nature should survive termination shall survive, including but not limited to: Sections 4 (Medical Disclaimer), 6.4 (De-Identified Data), 8 (Intellectual Property), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and 20 (General Provisions).

17.3 Data After Termination

Following termination, your data will be handled in accordance with the retention and deletion procedures described in our Privacy Policy. You may request export of your data before account termination.

18. HIPAA, GINA, and Regulatory Status

18.1 HIPAA Status

Helixa Health is not a covered entity or business associate under the Health Insurance Portability and Accountability Act (HIPAA). When you upload health data to the Platform, you do so voluntarily and outside the HIPAA regulatory framework. Notwithstanding this status, Helixa Health implements administrative, technical, and physical safeguards that align with the HIPAA Security Rule as a benchmark for data protection. These safeguards are described in our Privacy Policy.

18.2 GINA Protections and Limitations

Helixa Health does not disclose genetic data to health insurers or employers, consistent with the protections of the Genetic Information Nondiscrimination Act (GINA). However, you should be aware that GINA’s protections are limited to health insurance and employment. GINA does not cover life insurance, disability insurance, or long-term care insurance. Helixa Health will not voluntarily disclose your genetic data to any insurer, employer, or third party, but we cannot provide protections beyond the scope of applicable law.

18.3 FDA Disclaimer

The Platform is a wellness and informational tool. It is not a medical device and has not been cleared or approved by the U.S. Food and Drug Administration (FDA). The Platform does not perform clinical diagnostics, and its outputs are not intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease.

18.4 DSHEA Compliance

Supplement-related content on the Platform is presented in compliance with the Dietary Supplement Health and Education Act (DSHEA). Statements regarding dietary supplements have not been evaluated by the FDA. Supplement recommendations are informational only.

19. Modifications to Terms

Helixa Health reserves the right to modify these Terms at any time. If we make material changes, we will provide at least 30 days’ notice via in-app notification and email to the address associated with your account. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Platform and close your account before the effective date.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and Helixa Health with respect to your use of the Platform.

20.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

20.3 Waiver

The failure of Helixa Health to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

20.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without Helixa Health’s prior written consent. Helixa Health may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

20.5 Force Majeure

Helixa Health shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, pandemic, governmental action, natural disaster, war, terrorism, labor disputes, power failure, or internet or telecommunications infrastructure failure.

20.6 Notices

All notices to Helixa Health must be sent to [Insert Mailing Address] or [Insert Email Address]. Notices to you will be sent to the email address associated with your account or via in-app notification.

20.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity.