Helix Explorer Platform Terms of Service

“Administrator” means an individual whom your Institution designates and authorizes to grant, manage, and revoke access to a Product for other individuals within that Institution.

“Agreement” means a separate written agreement between Helix and your Institution (for example, for collaborative research or laboratory services) that contemplates use of the Platform or a Product, if any.

“Applicable Law” means all applicable federal, state, local, or international laws, ordinances, rules, or regulations.

“Claims” means third-party losses, claims, suits, damages, liabilities, and expenses, including without limitation reasonable attorneys’ fees.

“Data” means Helix’s clinico-genomic research data made available through a Product, including genetic data and clinical data extracted from Electronic Health Records (EHRs), and any third-party data incorporated therein.

“Enterprise User” means a user who is an authorized representative of an Institution that has an Agreement in place with Helix that contemplates use of the Platform or a Product.

“Helix Technology” means the technology, know-how, trade secrets, tools, instruments, software, processes, workflows, methods, information, and techniques owned or licensed by Helix and used by Helix to provide the Platform and the Products.

“Institution” means the organization on whose behalf you access or use the Platform.

“Non-Enterprise User” means a user granted access to a Product by Helix whose Institution does not have an Agreement in place with Helix.

“Output” means all processed information or results generated by a Product after analyzing a user’s data request, including the manner in which the data is displayed.

“Partner Manager” means the Helix representative assigned to assist with management of your Institution’s use of the Platform and, where applicable, the Agreement.

By accessing or using the Platform, you represent and warrant that you are an authorized representative of your Institution and have authority to bind your Institution to these Terms. Where you access a Product on behalf of an Institution, these Terms bind the Institution, and “you” refers to the Institution.

Enterprise Users. If your Institution has an Agreement with Helix, you acknowledge that the Agreement may include terms that further govern your use of the applicable Product, and that the order of precedence in Section 24.1 applies.

Non-Enterprise Users. If your Institution does not have an Agreement, you represent and warrant that you have been granted explicit permission by Helix to access the applicable Product and will use it solely as permitted by these Terms and Applicable Law.

The Platform and each Product are made available for business and research use by organizations only, and may not be used for personal purposes.

Subject to these Terms and any applicable terms and policies, Helix grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the applicable Product solely for your internal purposes as permitted under these Terms and, for Enterprise Users, the Agreement. Helix reserves all rights not expressly granted.

Research use only. The Platform, the Products, the Data, and any Output are provided for research purposes only and, except as expressly stated in an applicable Product-Specific module, may not be used for diagnostic, clinical, treatment, or any other purpose. You will use the Data and Output only in accordance with your Institution’s policies and procedures regarding research, including Institutional Review Board (IRB) approval as applicable.

Automated processing. Variant annotations within the Data are derived through an automated annotation pipeline and have not been individually reviewed by genetic or clinical experts. Multiple variants can co-occur in a single individual and may affect a single phenotypic outcome. Clinical data has been extracted from clinical records and converted to a standard format via automated processes and may contain errors. You are solely responsible for considering these and other complexities in your analysis.

Gain- and loss-of-function. Some gene-disease relationships may exhibit different outcomes based on gain- or loss-of-function mechanisms. You are expected to use your knowledge and make a best effort to understand whether a qualifying gene-disease relationship is governed by gain- or loss-of-function mechanisms when applying filter criteria in any association or causation analysis. If you are unsure about the functional impact of variants, you should engage a geneticist.

External databases and vocabularies. Information from external public databases and third-party vocabularies is provided under the applicable third-party or open-source license and may not be current. Additional information is available within the applicable Product. You may not create derivative works of any third-party vocabularies or data.

You may use the Platform and each Product only for lawful purposes and in accordance with these Terms. You agree not to use the Platform or any Product in any way that violates any Applicable Law. You also agree not to:

(a) use the Platform or a Product if you are barred from doing so under any Applicable Law;

(b) use the Platform or a Product in any way that could disable, overburden, damage, or impair it, or interfere with any other party’s use of it;

(c) reverse engineer, copy, modify, or create derivative works of the software used in the Platform or any Product;

(d) use any robot, spider, or other automatic device, process, or means to access the Platform or a Product for any purpose, including monitoring or copying material, unless explicitly permitted in writing by Helix (including as expressly permitted for the MCP Product under Module D);

(e) engage in framing, mirroring, or otherwise simulating the appearance or function of the Platform or a Product;

(f) use any device, software, or routine that interferes with the proper working of the Platform or a Product;

(g) introduce any viruses, Trojan horses, worms, or other malicious or technologically harmful material;

(h) attempt to gain unauthorized access to, exceed authorized use of, interfere with, damage, or disrupt any part of the Platform or a Product, or any server, computer, or database connected to it;

(i) attack the Platform or a Product via a denial-of-service or distributed denial-of-service attack;

(j) attempt to bypass any measure Helix uses to prevent or restrict access;

(k) grant access to unauthorized third parties, disclose login credentials to third parties, or access or attempt to access another user’s account;

(l) for Enterprise Users, access or use the Platform or a Product in any way that violates the Agreement; or

(m) otherwise attempt to interfere with the proper working of the Platform or a Product.

Additional, Product-specific use restrictions are set out in Part II.

You must keep your access credentials confidential and must not permit anyone else to access any Product using your credentials. You agree to notify us immediately of any unauthorized access to or use of your credentials or any other breach of security. Product-specific authentication requirements (for example, SSO or two-factor authentication) are set out in Part II. If we believe you have violated these Terms, we may at any time disable your credentials or any identifier, whether chosen by you or provided by us.

Where you download or otherwise remove any data from a Product (only where the applicable Product permits it), you are responsible for maintaining the confidentiality and security of that data in accordance with Applicable Law and, for Enterprise Users, the Agreement, and you agree to notify us immediately of any unauthorized access to such data outside the Product.

Helix has the right to monitor activity affecting its systems, including your usage of the Platform and the Products, to ensure compliance with these Terms and Helix’s security standards and to identify possible unauthorized activity. By using the Platform, you consent to the collection, use, and sharing of data relating to your use, including queries made, records retrieved, times and volume of use, and user patterns of behavior. You acknowledge that Helix may analyze such usage data for any purpose, including security and improving the functionality and user experience of the Platform, and may share such usage data with the subservice organizations, subcontractors, or agents who support Helix’s provision of the Platform to you. This Section does not authorize any third party to use Data or Output to train machine-learning or artificial-intelligence models except as expressly permitted under Module D.

You will keep confidential, and will not use for any purpose other than as permitted by these Terms or disclose to any third party, information disclosed by Helix that a reasonable person would consider confidential, including without limitation Helix Technology and all Output. To the extent your Institution has entered into a non-disclosure agreement or other agreement with similarly robust confidentiality terms with Helix (an “NDA”), all Output and Confidential Information is also subject to that NDA.

Unless otherwise stated in the Agreement or in writing, each Product is currently offered at no cost. Helix may change this policy and charge a fee for any Product in its sole discretion. You and Helix acknowledge and agree that (a) the provision of access at no cost does not take into consideration any volume or value of referrals between you and Helix, and (b) the arrangement is not intended to serve as an inducement for you to use Helix’s testing or laboratory services. Where fees apply, they will be set out in the Agreement, which will control as to payment terms.

Helix will maintain all licenses, permits, accreditations, and certificates required under Applicable Law to provide you access to the Platform and to permit your use in accordance with these Terms.

The Platform and each Product, their features and functionality, and the presentation of their content are owned by Helix and its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Helix may make available through the Platform certain guides, documentation, reference materials, templates, and other informational or instructional content (collectively, “Helix Materials”). All Helix Materials are the exclusive property of Helix, constitute Helix’s confidential and proprietary information, and are protected under applicable intellectual property laws. You may use Helix Materials solely in connection with your authorized use of the Platform and applicable Products and may not copy, distribute, modify, create derivative works from, or otherwise exploit any Helix Materials for any other purpose without Helix’s prior written consent. No right, title, or interest in or to the Platform, any Product, any Helix Materials, or any content is transferred to you. Helix reserves all rights not expressly granted. If you provide Helix with any suggestions, recommendations, or other feedback (“Feedback”), you agree that Helix may freely use and exploit such Feedback for any purpose. Any use of the Platform or a Product not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The Helix name and logo, Sequence Once Query Often, Exome+, Helix Explorer and “Nettie/Rosie” are trademarks of Helix. You must not use Helix trademarks without the prior written permission of Helix.

The Platform, a Product, and Output may contain or provide access to third-party content, data feeds, tools, services, or links provided as a convenience to you. Access to and use of third-party services is entirely at your discretion. All third-party content is developed by the applicable third party and not Helix, and Helix makes no representations or warranties regarding its safety, efficacy, accuracy, or suitability. We disclaim any liability arising out of any allegation that third-party content infringes the intellectual property rights of any person, or arising out of any information or opinion contained in third-party content. If you have questions about third-party content, contact the third party or, if you cannot reach them, your Partner Manager. We urge you to review the applicable third-party terms of service and privacy policy before engaging with any third-party services.

You communicate with us electronically when you use a Product or send us emails or other communications. You agree to receive electronic communications from us in connection with your account or your use of the Platform, which may include electronic messages to the email you provide. You may retain copies for your records. You agree that all electronic agreements, notices, disclosures, and other communications we provide satisfy any legal requirement that such communications be in writing.

For any web-based Product, Helix may collect information using online tracking technologies (“cookies”) related to your use (for example, the location from which you access the Product and login timestamps) to understand how you interact with the Product, improve the user experience, and for analytics. By continuing to use a web-based Product, you agree to the use of cookies as described in these Terms and Helix’s Privacy Policy.

The Platform may not be accessed or used from, and Helix does not offer the Platform in, any country or territory subject to comprehensive U.S. sanctions, including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine (each, a “Prohibited Jurisdiction”). You may not permit any Authorized User to access the Platform from a Prohibited Jurisdiction. Helix reserves the right to update the list of Prohibited Jurisdictions at any time without notice to reflect changes in applicable Trade Controls.

By accessing the Platform, you represent that you do not meet the definition of a Covered Person, (b) you do not contract with, employ, engage, or otherwise affiliate with any entity or individual that is a Covered Person, (c) you will not share, disclose, transfer, or otherwise permit Access to the Data or Output to or by any entity, organization, individual, or governmental representative that is a Covered Person, and (d) if you ever meet the criteria of a Covered Person, or are requested to provide Access or discovers Access to the Data or Output has been provided to a Covered Person, you will promptly notify Helix. For purposes of these Terms, “Covered Person” and “Access” have the meaning set forth in 28 CFR Part 202.

By using the Platform, you represent and warrant that: (a) you are an authorized user granted permission to access the applicable Product; (b) your use is solely for purposes permitted by Applicable Law; and (c) you will comply with any Helix instructions provided through a Product or otherwise.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY FEATURES OR ITEMS OBTAINED THROUGH IT IS AT YOUR OWN RISK. THE PLATFORM MAY CONTAIN THIRD-PARTY TOOLS. WHILE WE STRIVE TO SELECT REPUTABLE TOOLS, WE DO NOT ENDORSE, AND ARE NOT RESPONSIBLE OR LIABLE FOR, ANY THIRD-PARTY TOOLS INTEGRATED INTO THE PLATFORM. THE PLATFORM, ITS CONTENT, AND ANY FEATURES OR ITEMS OBTAINED THROUGH IT (INCLUDING THIRD-PARTY TOOLS) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR THAT ACCESS WILL BE UNINTERRUPTED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Helix makes no warranties as to availability and will not be liable if the Platform is unavailable at any time, whether due to factors outside Helix’s control (for example, cloud outages) or within its control (for example, software updates).

You will indemnify, defend, and hold Helix, its affiliates, and their respective directors, officers, and employees (collectively, the “Helix Indemnitees”) harmless from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) based upon or arising out of (a) your breach of these Terms, (b) your negligent acts or omissions or willful misconduct, (c) your use of the Platform or any Product, including any Output, or (d) any allegation that your data or content uploaded to the Platform infringes or misappropriates any third party’s intellectual property or other rights.

As a condition to seeking indemnification, the applicable Helix Indemnitee will (i) promptly notify you in writing of any Claim, provided that failure to provide prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure, (ii) give you sole control of the defense, management, and settlement of the Claim, provided that you may not settle any Claim in a manner that imposes any obligation or liability on any Helix Indemnitee without such Helix Indemnitee’s prior written consent, and (iii) at your expense, reasonably cooperate in the defense of the Claim.

You acknowledge that when using the Platform, information is transmitted over a medium beyond Helix's control, and Helix assumes no liability for the delay, failure, interruption, or corruption of any data transmitted in connection with your use.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR PERSONAL INJURY, WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY, ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, HOWEVER CAUSED AND WHETHER OR NOT FORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. HELIX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO ONE THOUSAND DOLLARS ($1,000). THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

The foregoing limitations do not apply to liability arising (a) from your breach of Section 8 (Confidentiality), or (b) in connection with a party’s indemnification obligations under Section 18, and do not exclude or limit any liability that cannot lawfully be limited or excluded.

Term. These Terms are effective when you access or use the Platform and remain in effect until you or Helix terminates your access.

Termination. You may discontinue use at any time. If you violate these Terms, Helix may terminate your access to all or part of the Platform. Helix may terminate accounts inactive for at least thirty (30) days. For Enterprise Users, upon termination of the Agreement your right to access the applicable Product terminates immediately. Your Administrator may revoke your access at any time in its discretion. In addition to any other remedies, Helix may remove your access and cease performance immediately without liability if: (a) you breach these Terms; (b) you become subject to a bankruptcy or insolvency proceeding; (c) removal is necessary to prevent illegal or harmful activity; or (d) you are no longer employed by or authorized to access the Platform by your Institution.

Suspension. Helix may suspend access if: (a) you or your Administrator engage in activity Helix deems a risk to the security or integrity of Helix or the Platform, or that is prohibited by these Terms; (b) you fail to pay any fees owed (if applicable); (c) you fail to comply with these Terms; or (d) Helix determines it is required to do so by Applicable Law. Helix will use commercially reasonable efforts to provide prior notice, and suspension will last only as long as Helix deems necessary.

Your use is also subject to applicable terms and policies, including Helix’s Privacy Policy and any rules posted or linked within a Product. We may revise these Terms from time to time and post the updated Terms within the Platform. Changes are effective immediately upon posting and apply to all use from that point onward. Your continued use after posting constitutes acceptance.

Helix may make changes to the Platform or any Product without prior notice that it deems necessary or useful to (a) maintain or enhance quality, competitiveness, cost efficiency, or performance, or (b) comply with Applicable Law. If any such change causes a material reduction in the entire functionality of a Product, you may terminate these Terms as to that Product by contacting [explorer-help@helix.com]. Helix reserves the right to modify or remove the Platform, any Product, or your authorization, in its sole discretion.

You may not use the name, logo, or any trademark, service mark, or other identifying mark, image, likeness, or quote of Helix or any Helix employee or agent in any media release, public announcement, or public disclosure (including promotional or marketing material) relating to any Output or these Terms without Helix’s prior written consent.

Any claim arising in connection with your use of the Platform should be brought to Helix’s attention as soon as possible. If we cannot resolve it, then, except for disputes relating to the infringement or other misuse of intellectual property rights, such claim will be determined by arbitration in San Francisco, California, before one arbitrator, administered by JAMS pursuant to its Streamlined Rules & Procedures. Judgment on the award may be entered in any court having jurisdiction. This section will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If a dispute cannot be resolved through arbitration, you hereby consent to the personal jurisdiction and venue in the state courts located in San Mateo County and the federal courts located in San Francisco County, California for any dispute which arises from or relates to these Terms.

24.1 Order of Precedence. In the event of a conflict, the following order of precedence applies, from highest to lowest: (a) any Agreement between Helix and your Institution; (b) the applicable Product-Specific module in Part II; (c) these General Terms; and (d) the Exhibits, except that mandatory third-party flow-down terms in the Exhibits will control over any conflicting provision with respect to the applicable third-party data. If you provide Helix a quote or other document containing terms that conflict with or add to these Terms, these Terms control and such different or additional terms are rejected.

24.2 Assignment. You may not assign or transfer your rights under these Terms without Helix's prior written consent. Subject to the foregoing, these Terms inure to the benefit of and bind the parties' respective successors and permitted assigns. Any unauthorized assignment is null and void.

24.3 Independent Contractors. The parties are independent contractors and have no authority to bind each other. These Terms do not create any partnership, agency, or joint venture.

24.4 Waiver. A party’s failure to require performance of any provision does not waive its right to require performance later, and a waiver of any breach is not a waiver of the provision itself.

24.5 Force Majeure. Except for the obligation to make payment when due, each party is excused from liability for failure or delay in performance caused by any event beyond its reasonable control and without its fault or negligence, including acts of God, government action, fires, floods, epidemics, quarantine restrictions, strikes, or freight embargoes, for the duration of the event, provided the party did not cause the event.

24.6 Governing Law; Venue. These Terms are governed by the laws of the State of California, without regard to its conflict-of-law provisions. You consent to personal jurisdiction and venue in the state courts located in San Mateo County and the federal courts located in San Francisco County, California, for any dispute arising from or relating to these Terms, subject to Section 23.

24.7 Notices. Legal notices are deemed delivered: (a) on the delivery date, if delivered personally; (b) one business day after deposit with a commercial overnight carrier with written verification of receipt; or (c) if delivered by email (to legal@helix.com for Helix, and to the email you provided for you), provided the sender does not receive a notice of unsuccessful transmission. Notices under (a) and (b) must also be copied to legal@helix.com.

24.8 Privacy. Helix’s Notice of Privacy Practices and Privacy Policy describe how Helix handles applicable information. Any Business Associate Agreement between Helix and your Institution governs the parties’ respective obligations with respect to protected health information and is a separate agreement.

24.9 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

24.10 Entire Agreement. These Terms, together with any applicable Agreement, NDA, and referenced policies, constitute the entire agreement between you and Helix regarding the Platform and supersede all prior understandings on the subject.

A.1 Description. Cohort Builder is a web-based application, currently available at https://data.helix.com, with a graphical interface that allows you to query Helix’s Data in a code-free manner, including grouping individuals by demographic information, diagnoses, and genetic markers. Some features may be available by request only. The Data is updated approximately quarterly, and the Data set currently includes a limited set of genetic variants from approximately 1,000 genes determined by Helix to be of high value in a research context (most commonly rare, pathogenic variants; most common variants with MAF > 1% are excluded).

A.2 Output. Output reflects the Data available in Cohort Builder at the time a query is performed and may not be available over time as the underlying Data is refreshed. Your queries and their Output are available to you and to others from your Institution, and your Institution may enable sharing of historical queries and Output among its users.

A.3 Restrictions on Use of Output. In addition to Section 5, you agree not to: (a) create a local copy of any Output without attribution to Helix; (b) disclose to any third party any information contained within Output; (c) publish Output or comments, photos, or videos about Cohort Builder (for example, on blogs or forums); (d) re-identify, or attempt to re-identify, any individual whose records are included in the Output; (e) use Output for diagnostic or treatment purposes; or (f) use Output for commercial purposes absent an agreement between your Institution and Helix.

A.4 Access and Accounts. Your Institution will identify one or more Administrators, who are responsible for managing and removing user access via your Institution’s Single Sign-On (SSO). Standard users authenticate through their Institution’s SSO using institutional credentials. Contact your Administrator to set up access.

A.5 Third-Party Data. Cohort Builder incorporates third-party clinical vocabularies and claims data. Your use of such data is subject to the flow-down terms in Exhibit A (CPT/AMA) and Exhibit B (Komodo Claims Data).

B.1 Description. The Helix Trusted Research Environment (the “TRE,” formerly “Genesis”) is a secure virtual research environment through which Helix makes available Data compiled as part of collaborative research programs. The TRE is offered as part of the [Built on Databricks] program.

[B.2 Access and Accounts. To access the TRE, contact your Partner Manager to obtain an account. ]

B.3 Data Restrictions. In addition to Section 5, you agree that: (a) the Data may be used only for research purposes and not for diagnostic or any other purpose; (b) you will not re-identify, or attempt to re-identify, any individual whose records are included in the Data without the prior written approval of Helix and your Institution; (c) you will use the Data only for a research project consistent with your Institution’s research policies and procedures, including IRB approval as applicable; (d) you may not remove, download, or otherwise exfiltrate any Data from the TRE, including by taking screenshots; (e) you may access the Data only via your own account; and (f) the Data may not be used for commercial purposes absent an agreement between your Institution and Helix.

B.4 Third-Party Data and Vocabularies. The TRE incorporates third-party vocabularies and datasets under their original licenses (available on the desktop of the virtual machine and described in the “Readme” file), and you may not create derivative works of them. Your use of applicable third-party data is subject to the flow-down terms in Exhibit A (CPT/AMA) and Exhibit B (Komodo Claims Data).

C.1 Description. Study Ops is a web portal through which Helix makes available on-demand data insights regarding activities that are part of collaborative research programs and laboratory services provided to its partners. Use of Study Ops is limited to the administration of programs with Helix.

C.2 Downloaded Data. Where you download or otherwise remove data from Study Ops, you are responsible for the confidentiality and security of that data in accordance with Applicable Law and, for Enterprise Users, the Agreement.

C.3. Genetic Counseling. Helix may make genetic counseling services available through the Study Ops module. Genetic counseling services are provided by a qualified third-party provider, not by Helix directly. The Study Ops module provides the interface for scheduling and tracking genetic counseling appointments, but Helix is not the provider of genetic counseling services and assumes no responsibility for the counseling itself. By accessing this feature, you represent that you have the authority to (a) access the relevant data for each applicable individual, and (b) use this tool to schedule and mange genetic counseling appointments on behalf of the applicable individuals.

D.1 Description. The MCP Product is a Model Context Protocol interface that enables authorized programmatic access to Cohort Builder through Anthropic’s services (including Claude) (the “MCP Connection”). All Cohort Builder terms in Module A, including the Output restrictions in Section A.3 and the third-party flow-downs in Section A.5, apply to your use of the MCP Product, together with these General Terms and the additional terms in this Module. In the event of a conflict, this Module controls over Module A with respect to the MCP Product.

D.2 Enabling the Connection. The MCP Connection may be enabled only by your Administrator or an individual your Institution authorizes to bind it. You are responsible for configuring and securing the MCP Connection and for all activity conducted through it under your credentials or authorization.

D.3 Permitted Automated Access. Notwithstanding Section 5(d), Helix authorizes access to Cohort Builder through the MCP Connection solely by the means Helix designates and subject to any rate limits, quotas, scopes, or technical controls Helix imposes. Any access outside those designated means remains prohibited.

D.4 Anthropic as an Independent Third Party. Anthropic is an independent third party and not a subcontractor or agent of Helix for purposes of the outputs its models generate. Your use of Anthropic’s services through the MCP Connection is subject to your own agreement with Anthropic, and you are responsible for compliance with Anthropic’s terms. Helix does not control and is not responsible or liable for Anthropic’s services, models, or outputs.

D.5 No Model Training. Neither you nor any third party (including Anthropic) may use the Data or any Output accessed through the MCP Connection to train, fine-tune, or otherwise develop any machine-learning or artificial-intelligence model, except as Helix expressly authorizes in writing. You are responsible for configuring the MCP Connection, including any available settings with Anthropic, so that Data and Output are not retained or used for model training.

D.6 No Reliance; Accuracy. Output accessed or generated through the MCP Connection may be incomplete, inaccurate, or subject to model-generated error, summarization, or hallucination. Output is provided for research purposes only and must not be relied upon for diagnostic, clinical, or treatment decisions. You are solely responsible for independently verifying any Output.

D.7 Confidentiality and Data Handling. All Data and Output accessed through the MCP Connection remain subject to Section 8 (Confidentiality), Section A.3 (Restrictions on Use of Output), and the flow-down terms in Exhibits A and B. You are responsible for ensuring that transmission of Data and Output through the MCP Connection does not violate those restrictions. You are responsible for ensuring you or your Institution have a Zero Data Retention agreement with Anthropic, or is otherwise able to meet these requirements via properly configuring your account.

D.8 Suspension of the Connection. Helix may suspend or disable the MCP Connection at any time to protect the security or integrity of the Platform, to comply with Applicable Law or third-party data terms, or in response to a change in Anthropic’s services.

You acknowledge that Helix has entered into agreements with third parties pursuant to which those parties provide certain data (“Third Party Data”) to Helix, and Helix in turn provides access to Third Party Data through the applicable Product. The following Flow-Down Terms are conditions of accessing such data. By agreeing to these Terms, you agree to be bound by these Flow-Down Terms. As between you (“End User”) and Helix:

End User License for Current Procedural Terminology (CPT®). “Licensed Content” means the Current Procedural Terminology (CPT®) Data File published by the American Medical Association (“AMA”). “Licensed Products” means the applicable Product. “Licensee” means Helix. Licensed Content is copyrighted by the AMA, and CPT is a registered trademark of the AMA.

Licensee, as a party to a license agreement with the AMA, grants End User a limited, non-exclusive, non-transferable, non-sublicensable license to use Licensed Content within the Licensed Product solely for End User’s internal use within the Territory. Upon termination or expiration of the agreement between Licensee and the AMA, Licensee will notify End User, and End User may continue to use Licensed Content within the Licensed Product through the end of the then-current annual release (the “End User Tail Period”), subject to continued compliance with these terms; the sublicense terminates automatically upon expiration of the End User Tail Period. Provision of updated Licensed Content depends on a continuing contractual relationship between Licensee and the AMA.

End User is prohibited from making Licensed Content publicly available; creating derivative works (including translations); or transferring, selling, leasing, licensing, or otherwise making available the Licensed Product or any portion of Licensed Content to any unauthorized party (including any subsidiary, affiliate, or other legal entity), except as expressly permitted.

Use of Licensed Content is at End User's sole risk and is provided “as is” without warranty of any kind. The AMA does not directly or indirectly practice medicine or dispense medical services. Fee schedules, relative value units, conversion factors, and related components are not assigned by the AMA and are not part of CPT. The Licensed Content does not replace the AMA's CPT book or other appropriate coding authority and should be used only as a guide.

End User is required to keep records and submit reports (including information necessary to calculate royalties payable to the AMA) of the same type required of Licensee, and consents to the release of such information to the AMA; End User further agrees to provide additional information the AMA (as a third-party beneficiary) may reasonably request, provided nothing requires End User to release information in violation of Applicable privacy laws. End User must ensure that anyone with authorized access to the Licensed Product complies with these terms. The AMA is named a third-party beneficiary of these terms, and End User consents to the release of its name to the AMA.

U.S. Government End Users. CPT is commercial technical data developed exclusively at private expense by the American Medical Association (330 North Wabash Avenue, Chicago, Illinois 60611). This agreement does not grant the Federal Government a direct license to use CPT based on FAR 52.227-14 (Data Rights – General) and DFARS 252.227-7015 (Technical Data – Commercial Items).

The following terms apply to claims data provided by Komodo Health (“Komodo Data”). “Patient Level Data” means data associated with a single or specific patient.

Your use of the Komodo Data will be for internal use only. You will segregate all Komodo Data within your environment from any other data assets within your possession, custody, or control. Where you have access to other identified or de-identified Patient Level Data, you will not incorporate, link, or otherwise connect such Patient Level Data with any other Patient Level Data for any purpose. Upon termination of your project, you will immediately destroy all copies of any Komodo Data in your possession and, upon request, provide a certificate of destruction of the Komodo Data and any underlying data.