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Terms of Service

Effective Date: June 1, 2025 Last Updated: June 1, 2025

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between Helix Software, LLC ("Helix," "we," "us," or "our") and you ("you," "your," or "Customer") governing your access to and use of the Helix Data-Feeds Platform, including our News Feeds API, Event Feeds API, Fact Checking API, and related services (collectively, the "Service").

By accessing or using the Service, creating an account, generating an API key, or clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, and "you" or "Customer" shall refer to such entity.

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

Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements.

2. Service Description

Helix provides an AI-powered data intelligence platform that offers the following services:

2.1 News Feeds API

  • Automated crawling and aggregation of news articles from websites
  • Sitemap-based content discovery and extraction
  • Structured news data with titles, descriptions, URLs, and metadata
  • Real-time content updates and webhook notifications

2.2 Event Feeds API

  • Event data extraction from websites and social media platforms (Instagram, Facebook)
  • Structured event information including dates, times, locations, descriptions, and images
  • Geocoding and location intelligence via Mapbox integration
  • Calendar-compatible event data formats

2.3 Fact Checking API

  • AI-powered verification of factual claims using OpenAI's language models
  • Evidence extraction and source attribution
  • Confidence scoring and reasoning explanations
  • Support for text-based and URL-based fact-checking

2.4 Admin Dashboard

  • Internal administration interface for platform management
  • Organization and user account management
  • Feed configuration and monitoring tools

2.5 Webhooks

  • Real-time notifications for feed updates, fact-check completions, and system events
  • Configurable webhook endpoints for integration with your systems

3. Account Registration and Access

3.1 Account Creation

To access the Service, you must:

  • Register for an account by providing accurate and complete information
  • Create an organization profile within the platform
  • Generate and securely store API keys for authentication
  • Maintain current and accurate account information

3.2 Account Security

You are responsible for:

  • Maintaining the confidentiality of your account credentials and API keys
  • All activities that occur under your account or using your API keys
  • Immediately notifying us of any unauthorized access or security breaches
  • Using reasonable security measures to protect your credentials

You must not:

  • Share your account credentials or API keys with unauthorized parties
  • Allow multiple organizations to use a single account
  • Create accounts using false or misleading information
  • Transfer or sell your account without our prior written consent

3.3 Organization-Based Access

The Service uses organization-based access control. API keys and permissions are scoped to your organization. You are responsible for managing user access within your organization.

4. Pricing and Payment

4.1 Pricing Models

Helix offers a hybrid pricing structure:

Subscription Plans:

  • Monthly and annual subscription tiers with included usage quotas
  • Automatic renewal unless cancelled before renewal date
  • Plan features and limits as described on our pricing page

Pay-As-You-Go Credits:

  • Additional usage credits for consumption beyond subscription quotas
  • Credit purchases are non-refundable unless required by law
  • Credits expire according to the terms specified at time of purchase

Enterprise Contracts:

  • Custom pricing and terms for enterprise customers
  • Negotiated service levels, support, and usage limits
  • Governed by separate written agreements

4.2 Billing and Payment

  • Subscription fees are billed in advance on a recurring basis
  • Pay-as-you-go credits are charged as consumed or purchased in advance
  • Payment must be made by credit card, debit card, or other approved payment methods
  • You authorize us to charge your payment method for all fees incurred
  • All fees are in U.S. Dollars unless otherwise specified
  • Prices are exclusive of applicable taxes, which you are responsible for paying

4.2.1 Automatic Renewal Disclosure (Required by Law)

California, New York, and Other States Require This Notice:

  • AUTO-RENEWAL: Your subscription will automatically renew at the end of each billing period (monthly or annually) unless you cancel before the renewal date
  • PRICING: You will be charged the then-current subscription price plus applicable taxes
  • CANCELLATION: You may cancel at any time by contacting [email protected] or through your account dashboard. Cancellation takes effect at the end of the current billing period
  • NO REFUNDS: Subscription fees are non-refundable except as required by law

By subscribing, you authorize us to charge your payment method automatically each billing period until you cancel.

Renewal Reminders: For annual subscriptions, we will send a reminder email at least 30 days before your renewal date (required by California law).

4.3 Price Changes

  • We reserve the right to modify pricing upon 30 days' notice
  • Price changes apply to subsequent billing periods
  • Continued use of the Service after price changes constitutes acceptance
  • Current customers may be grandfathered under existing pricing for a reasonable transition period

4.4 Refunds and Cancellation

  • Subscription fees are generally non-refundable except as required by law
  • You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period
  • No refunds or credits for partial months or unused subscription quotas
  • Pay-as-you-go credits are non-refundable
  • Enterprise contract refund terms are governed by the applicable agreement

4.5 Late Payment and Suspension

  • Accounts with past-due balances may be suspended until payment is received
  • We reserve the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law
  • Suspension for non-payment does not relieve you of payment obligations

5. Acceptable Use Policy

5.1 Permitted Uses

You may use the Service only for lawful purposes and in accordance with these Terms. You agree to:

  • Comply with all applicable laws, regulations, and third-party rights
  • Use the Service in a manner consistent with its intended purpose
  • Respect rate limits, usage quotas, and technical restrictions
  • Provide accurate information when submitting data to the Service

5.2 Prohibited Uses

You must not use the Service to:

Illegal or Harmful Activities:

  • Violate any applicable law, regulation, or court order
  • Infringe upon intellectual property or proprietary rights of others
  • Collect, store, or disseminate personal data in violation of privacy laws
  • Facilitate fraud, phishing, spam, or other malicious activities
  • Distribute malware, viruses, or other harmful code

Content Violations:

  • Aggregate, crawl, or scrape content in violation of website terms of service or robots.txt directives
  • Create or amplify misinformation, disinformation, or deceptive content
  • Process content that is defamatory, obscene, or otherwise objectionable
  • Violate content licensing agreements or attribution requirements

System Abuse:

  • Circumvent rate limits, usage quotas, or technical restrictions
  • Attempt to gain unauthorized access to the Service or related systems
  • Interfere with or disrupt the Service, servers, or networks
  • Launch denial-of-service attacks or similar harmful actions
  • Use automated means to create accounts or generate API keys in bulk

Competitive Use:

  • Reverse engineer, decompile, or disassemble the Service
  • Build competitive products or services using the Service
  • Benchmark the Service for competitive analysis without our written consent
  • Copy or imitate features, functionality, or user interface elements

AI Model Misuse:

  • Use the Service to train competing AI models
  • Extract or reverse-engineer our proprietary AI prompts or model configurations
  • Systematically download AI-generated outputs to create derivative datasets

5.3 Rate Limiting and Fair Use

  • The Service implements rate limits to ensure fair access for all users
  • Excessive usage that degrades service quality for others may result in throttling or suspension
  • We reserve the right to enforce fair use policies even for unlimited-tier plans
  • Enterprise customers may have custom rate limits as specified in their agreements

5.4 Third-Party Compliance

  • You are responsible for complying with the terms of service of websites you crawl via our Service
  • You must respect robots.txt directives, copyright notices, and access restrictions
  • We may suspend access to specific sources if notified of terms violations
  • You indemnify us for claims arising from your third-party compliance failures

We Do Not Verify Scraping Legality:

  • We do not review or verify whether your crawling activities comply with third-party website terms of service, robots.txt directives, or applicable laws
  • You are solely responsible for ensuring your scraping is lawful and authorized
  • Some websites may prohibit scraping in their terms of service, even for public data
  • We may disable crawling of specific sources if we receive legal notices

Cease-and-Desist Process:

  • If we receive a cease-and-desist letter from a website regarding your crawling, we may suspend access to that source
  • We will notify you and provide an opportunity to demonstrate authorization
  • If you cannot demonstrate authorization, we will permanently disable the source

Your Representations: By configuring crawl sources, you represent and warrant that:

  • You have reviewed and comply with the target website's terms of service
  • You have obtained any necessary permissions or licenses
  • Your crawling does not violate the Computer Fraud and Abuse Act (CFAA) or equivalent laws
  • You will not use crawled content in violation of applicable copyright or privacy laws

6. Intellectual Property Rights

6.1 Helix Intellectual Property

We retain all rights, title, and interest in and to:

  • The Helix platform, APIs, software, and technology
  • Our AI models, prompts, algorithms, and methodologies
  • Documentation, guides, and educational materials
  • Helix trademarks, logos, and brand elements
  • All improvements and derivative works created by us

6.2 Your Intellectual Property

You retain all rights to:

  • Input data you provide to the Service (feed configurations, fact-check submissions, API parameters)
  • Your applications, integrations, and implementations using the Service
  • Your trademarks, logos, and brand elements

6.3 License to Use the Service

We grant you a limited, non-exclusive, non-transferable, revocable license to:

  • Access and use the Service in accordance with these Terms
  • Integrate the Service into your applications via our APIs
  • Use our documentation and developer resources for integration purposes

This license terminates automatically upon violation of these Terms or termination of your account.

6.4 License to Aggregated Content

Crawled and Extracted Data:

  • Content crawled from third-party websites remains subject to the original source's copyright and terms
  • We grant you a license to use crawled content solely for your internal business purposes
  • You must comply with attribution requirements and licensing terms of original content sources
  • You may not redistribute crawled content in violation of original source terms

AI-Generated Content:

  • Fact-check results, summaries, and AI-generated outputs are provided for your use
  • You should attribute AI-generated fact-check results when publicly sharing them
  • AI outputs may be subject to OpenAI's terms regarding AI-generated content
  • We make no warranties regarding originality or copyright status of AI outputs

6.5 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Service:

  • You grant us an unrestricted, perpetual, royalty-free license to use such feedback
  • We have no obligation to implement or acknowledge your feedback
  • You waive any claims to compensation for implemented suggestions

6.6 Use of Customer Data for AI Training

We Do Not Train On Your Data:

  • Helix does not use your API configurations, fact-check submissions, or crawled content to train our AI models or improve our algorithms without your explicit consent
  • We may use aggregated, anonymized usage statistics (e.g., "X% of users crawl news sites") for analytics, but not your specific content
  • If we wish to use your data for model training in the future, we will obtain your explicit opt-in consent

OpenAI's Policy:

7. AI and Data Accuracy

7.1 AI-Generated Content Disclaimer

The Service uses artificial intelligence, including large language models (LLMs) from OpenAI, to process and analyze content. You acknowledge and agree that:

No Accuracy Guarantee:

  • AI-generated content, including fact-check results, may contain errors, inaccuracies, or hallucinations
  • Confidence scores are probabilistic assessments, not guarantees of accuracy
  • AI models have knowledge cutoff dates and may not reflect recent information
  • Content extraction may miss, misinterpret, or incorrectly structure information

Your Responsibility:

  • You are solely responsible for verifying the accuracy of any AI-generated content before relying on it
  • Critical decisions should not be based solely on AI outputs without human review
  • You should independently verify fact-check results, especially for high-stakes claims
  • You assume all risk associated with reliance on AI-generated content

7.2 Crawled Content Accuracy

Web Crawling Limitations:

  • Crawled content is extracted from third-party websites over which we have no control
  • Website structure changes may cause extraction errors or incomplete data
  • Content may be outdated, removed, or modified at the source after crawling
  • We do not verify the accuracy of content from crawled sources

No Editorial Responsibility:

  • We are a technology platform, not a publisher or editor of crawled content
  • We do not endorse, verify, or take responsibility for third-party content
  • Removal requests should be directed to original content sources
  • We will cooperate with valid legal requests regarding hosted content

7.3 Fact-Checking Limitations

Not Professional Advice:

  • Fact-check results are informational only and not professional, legal, medical, or financial advice
  • Results should be used as research tools, not authoritative determinations
  • We make no representations about the completeness or reliability of evidence sources
  • You should consult qualified professionals for critical fact verification

Bias and Limitations:

  • AI models may reflect biases present in their training data
  • Fact-checking is subjective; reasonable people may disagree on claim truthfulness
  • Results may vary based on query phrasing, context, and available evidence
  • We do not guarantee consistent results for similar or repeated queries

7.3.1 No Defamation Intent

Not Defamatory Statements:

  • Fact-check results are AI-generated informational outputs, not assertions of fact by Helix
  • We do not endorse, verify, or adopt fact-check results as our own statements
  • Fact-checks are provided "as is" for research purposes only
  • We are not liable for defamation claims based on fact-check results

Section 230 Protection:

  • To the extent permitted by law, we qualify as an interactive computer service provider under 47 U.S.C. § 230(c)
  • We are not liable for user-generated content or third-party information processed by the Service

User Responsibility:

  • If you publish or share fact-check results, you do so at your own risk
  • You are responsible for verifying fact-checks before using them to make public claims about individuals or entities
  • You indemnify us for defamation claims arising from your use or publication of fact-check results

7.4 Continuous Improvement

  • We continuously improve our AI models, prompts, and extraction algorithms
  • Results may change over time as we enhance the Service
  • We are not liable for differences in outputs between versions or time periods
  • You should re-verify critical information periodically

8. Third-Party Services and Dependencies

8.1 Third-Party Integrations

The Service relies on third-party services, including:

OpenAI:

  • AI processing for content extraction, fact-checking, and analysis
  • Subject to OpenAI's terms of service and usage policies
  • Availability and performance depend on OpenAI's service status

Mapbox:

  • Geocoding and location intelligence for event data
  • Subject to Mapbox's terms of service
  • Mapping data accuracy depends on Mapbox's data sources

Social Media Platforms:

  • Instagram and Facebook content crawling capabilities
  • Subject to platform API terms and access restrictions
  • May be affected by platform policy changes or API deprecations

Cloud Infrastructure:

  • Hosting, storage, and compute services from cloud providers
  • Subject to provider service level agreements
  • Geographic data residency based on provider infrastructure

Monitoring and Analytics:

  • Grafana, OpenTelemetry, and other observability tools
  • Used for service monitoring and performance optimization

8.2 Third-Party Service Limitations

You acknowledge and agree that:

  • We do not control third-party services and cannot guarantee their availability or performance
  • Third-party service outages or degradations may affect the Service
  • We are not liable for third-party service failures, data breaches, or terms violations
  • Third-party services may collect and process data subject to their own privacy policies
  • We may substitute or change third-party providers with reasonable notice

8.3 Changes to Third-Party Services

  • Third-party providers may change their terms, pricing, or features
  • We may pass through reasonable third-party cost increases
  • We may discontinue features that become unsupported by third-party providers
  • We will provide notice of material third-party changes affecting the Service

9. Data Processing and Privacy

9.1 Privacy Policy

Our Privacy Policy, available at https://onhelix.ai/privacy, describes how we collect, use, and protect your information. By using the Service, you consent to our data practices as described in the Privacy Policy.

9.2 Data You Provide

When you use the Service, you provide:

  • Account information (email, organization name, billing details)
  • API configurations (feed URLs, webhook endpoints, source settings)
  • Fact-check submissions (claims, text, URLs for verification)
  • Usage data (API calls, query parameters, timestamps)

9.3 Data We Collect

We automatically collect:

  • API usage logs (endpoints accessed, response times, errors)
  • Performance metrics and system monitoring data
  • IP addresses and device information
  • Token usage for AI processing
  • Webhook delivery status and logs

9.4 Third-Party Data Processing

Content Crawled from External Sources:

  • We crawl and store content from third-party websites you configure
  • This content may include copyrighted material, personal information, or sensitive data
  • You represent that you have the right to process such content via our Service
  • You are responsible for compliance with applicable privacy and data protection laws

AI Processing:

  • Your data may be processed by OpenAI in accordance with their data processing terms
  • OpenAI processes data to provide the Service but does not train on your data (per OpenAI's API terms)
  • See our Privacy Policy for details on AI data processing

9.5 Your Data Protection Obligations

If you process personal data using the Service:

  • You are the data controller; we are the data processor
  • You must have a lawful basis for processing personal data
  • You must provide required privacy notices to data subjects
  • You are responsible for responding to data subject requests (access, deletion, etc.)
  • We will cooperate with valid data subject requests as outlined in our Privacy Policy
  • A Data Processing Agreement (DPA) is available upon request for any customer processing personal data
  • The DPA includes Standard Contractual Clauses (SCCs) for international data transfers
  • Request the DPA by emailing [email protected]

9.6 Compliance with Privacy Laws

We comply with applicable U.S. privacy laws, including CCPA and state privacy regulations. For information about your privacy rights, see our Privacy Policy.

International users should note:

  • The Service is operated from the United States
  • Data is transferred to and stored in the United States
  • We provide appropriate safeguards for international data transfers
  • EU/UK users may request Standard Contractual Clauses

10. Service Availability and Support

10.1 Service Availability

Best-Effort Uptime:

  • We strive to provide reliable, continuous access to the Service
  • We do not guarantee 100% uptime for standard subscription plans
  • Scheduled maintenance will be communicated in advance when possible
  • Emergency maintenance may be performed with limited notice

Service Level Agreements (SLAs):

  • Enterprise customers may receive SLAs as specified in their contracts
  • SLA commitments, if any, are documented in separate agreements
  • Standard plans have no formal SLA commitments

10.2 Maintenance and Downtime

We reserve the right to:

  • Perform scheduled maintenance during announced maintenance windows
  • Conduct emergency maintenance to address security or stability issues
  • Temporarily suspend the Service for upgrades or technical reasons
  • We will use reasonable efforts to minimize disruption during maintenance

10.3 Support Services

Standard Support:

Enterprise Support:

  • Dedicated support channels as specified in enterprise agreements
  • Priority response times and escalation procedures
  • Custom SLA terms and support hours
  • Technical account management (if applicable)

10.4 Service Modifications

We may:

  • Add, modify, or remove features at our discretion
  • Update API endpoints with reasonable notice and deprecation periods
  • Change rate limits, quotas, or usage policies with 30 days' notice
  • Retire features that are no longer viable or secure
  • Material changes affecting core functionality will be communicated in advance

10.4.1 API Versioning and Deprecation Policy

API Versions:

  • We maintain versioned API endpoints (e.g., /v1/, /v2/)
  • We will support each major API version for a minimum of 12 months after release of a new version
  • Deprecated endpoints will continue to function during the deprecation period

Breaking Changes: Breaking changes include:

  • Removing API endpoints or parameters
  • Changing response data structures in incompatible ways
  • Modifying authentication requirements

Deprecation Notice:

  • We will provide at least 90 days' notice before deprecating an API version
  • Notice will be sent via email and posted in our developer documentation
  • Deprecated endpoints will return warnings in response headers

Non-Breaking Changes: Non-breaking changes may be made without notice:

  • Adding new API endpoints
  • Adding optional parameters to existing endpoints
  • Adding new fields to responses (clients should ignore unknown fields)

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • Warranties of merchantability, fitness for a particular purpose, or non-infringement
  • Warranties regarding accuracy, reliability, or completeness of content or data
  • Warranties that the Service will be uninterrupted, secure, or error-free
  • Warranties regarding AI accuracy, fact-check reliability, or content extraction quality
  • Warranties that defects will be corrected or that the Service is free of viruses or harmful components

11.2 Limitation of Liability

IN NO EVENT SHALL HELIX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR:

Indirect or Consequential Damages:

  • Indirect, incidental, special, consequential, or punitive damages
  • Lost profits, revenue, data, or business opportunities
  • Cost of substitute services or procurement
  • Reputational harm or business interruption
  • Damages arising from reliance on AI-generated content or fact-check results

Liability Cap:

  • Our total liability for any claims arising from or related to these Terms or the Service shall not exceed the greater of:
    • $100 (one hundred U.S. dollars), or
    • The total fees you paid to Helix during the three (3) months immediately preceding the event giving rise to the claim

Specific Exclusions:

  • No liability for inaccuracies in AI-generated content, fact-checks, or crawled data
  • No liability for third-party service failures (OpenAI, Mapbox, social media platforms)
  • No liability for content removal, account suspension, or service termination
  • No liability for security breaches caused by your failure to protect credentials
  • No liability for your violations of third-party terms or applicable laws

11.3 Force Majeure

We are not liable for delays or failures in performance caused by circumstances beyond our reasonable control, including:

  • Acts of God, natural disasters, pandemics, or public health emergencies
  • War, terrorism, civil unrest, or government actions
  • Internet or telecommunications failures
  • Third-party service provider outages or failures
  • Strikes, labor disputes, or supply chain disruptions
  • Cyberattacks, hacking, or unauthorized access by third parties

11.4 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above exclusions and limitations apply only to the extent permitted by law. You may have additional rights under applicable consumer protection laws.

12. Indemnification

12.1 Your Indemnification Obligation

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

Your Use of the Service:

  • Your violation of these Terms or applicable laws
  • Your negligence, willful misconduct, or fraudulent actions
  • Your failure to protect account credentials or API keys

Content and Data:

  • Content you submit, upload, or process through the Service
  • Fact-check requests that infringe third-party rights or violate laws
  • Your crawling or aggregation of content in violation of third-party terms or copyright
  • Claims that your use of crawled content infringes intellectual property rights

Third-Party Claims:

  • Claims by third parties arising from your use of the Service
  • Defamation, privacy violations, or other tortious conduct related to your content
  • Violations of third-party website terms of service or robots.txt directives
  • Data protection or privacy law violations related to your data processing

Enterprise Customers:

  • Breach of your enterprise agreement or custom terms
  • Failure to comply with negotiated usage limits or restrictions

12.2 Indemnification Process

We will:

  • Promptly notify you of any claim subject to indemnification
  • Allow you to control the defense and settlement of the claim (subject to our approval of any settlement)
  • Provide reasonable cooperation in the defense at your expense

You may not settle any claim without our prior written consent if the settlement:

  • Admits liability on our behalf
  • Imposes obligations on us
  • Does not include a full release of all claims against us

13. Termination

13.1 Termination by You

You may terminate your account at any time by:

  • Canceling your subscription through the account dashboard
  • Contacting us at [email protected]
  • Ceasing all use of the Service and deleting your API keys

Termination takes effect:

  • Immediately upon cancellation request for pay-as-you-go accounts
  • At the end of the current billing period for subscription accounts (no refunds for unused time)
  • As specified in your enterprise agreement (if applicable)

13.2 Termination by Us

We may suspend or terminate your account immediately, without notice, if:

  • You violate these Terms, including the Acceptable Use Policy
  • Your account is used for illegal, harmful, or fraudulent activities
  • You fail to pay fees when due (after reasonable notice and opportunity to cure)
  • We are required to do so by law or court order
  • You engage in abusive behavior toward our employees or representatives
  • We reasonably believe suspension is necessary to prevent harm to the Service or other users

We may also terminate your account:

  • Upon 30 days' written notice for convenience
  • If we discontinue the Service or specific features you rely on

13.3 Effect of Termination

Upon termination of your account:

Access and Data:

  • Your access to the Service will be immediately revoked
  • API keys will be deactivated
  • We will delete or anonymize your data according to our data retention policy (typically within 90 days)
  • You may request a data export within 30 days of termination

Financial Obligations:

  • You remain liable for all fees incurred prior to termination
  • No refunds will be issued for unused subscription time or credits (except as required by law)
  • Outstanding invoices become immediately due and payable

Survival:

  • Provisions that by their nature should survive termination will remain in effect, including:
    • Intellectual property rights
    • Limitation of liability and disclaimers
    • Indemnification obligations
    • Dispute resolution terms
    • Any amounts owed

13.4 Data Export

Before termination, you should:

  • Export any data you wish to retain
  • Download fact-check results, feed configurations, and other content
  • Update webhook endpoints if migrating to another service

We are not responsible for data loss after the retention period expires.

14. Modifications to Terms

14.1 Right to Modify

We reserve the right to modify these Terms at any time. When we make changes:

Notice of Changes:

  • We will post the updated Terms on our website with a new "Last Updated" date
  • For material changes, we will provide at least 30 days' advance notice via:
    • Email to your registered account email address
    • Prominent notice on our website or in the Service
    • In-app notifications (if applicable)

What Constitutes Material Changes:

  • Changes to pricing, payment terms, or subscription structure
  • Significant reductions in Service features or functionality
  • Changes to liability limitations or indemnification obligations
  • Modifications to dispute resolution procedures
  • Changes to data processing or privacy practices

14.2 Acceptance of Changes

Continued Use:

  • Your continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms
  • If you do not agree to the updated Terms, you must stop using the Service and may terminate your account

Right to Reject:

  • If you do not accept material changes, you may terminate your account before the effective date
  • No refunds will be issued except as required by law or specified in your enterprise agreement

14.3 Version Control

  • We maintain version history of these Terms
  • Previous versions may be available upon request for reference purposes
  • The version in effect at the time of any dispute governs that dispute

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Dispute Resolution

Before initiating formal proceedings, you agree to:

  • Contact us at [email protected] to describe the dispute
  • Attempt to resolve the dispute informally through good-faith negotiations
  • Provide at least 30 days for informal resolution before filing any claim

This informal process is a condition precedent to any formal dispute resolution.

15.3 Binding Arbitration

Agreement to Arbitrate:

  • Except as provided below, any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration rather than in court
  • Arbitration is conducted by JAMS (Judicial Arbitration and Mediation Services) under its Streamlined Arbitration Rules and Procedures
  • The arbitration will be conducted in Dover, Delaware or via video conference
  • The arbitrator's decision is final and binding, and judgment may be entered in any court of competent jurisdiction

Arbitration Procedures:

  • Each party bears its own attorneys' fees and costs unless the arbitrator awards them
  • The arbitrator may award any relief available under law
  • Discovery shall be limited as determined by the arbitrator
  • The arbitrator must follow these Terms and applicable law

Exceptions to Arbitration:

  • Claims for injunctive or equitable relief to protect intellectual property rights
  • Small claims court actions (if within jurisdictional limits)
  • Claims that may not be arbitrated as a matter of law

15.4 Class Action Waiver

NO CLASS ACTIONS:

  • You and Helix agree that disputes must be brought on an individual basis only
  • You waive any right to participate in class actions, class arbitrations, or representative proceedings
  • You may not consolidate claims with other customers or bring claims on behalf of others
  • The arbitrator may not consolidate multiple parties' claims or preside over any class proceeding

Severability:

  • If the class action waiver is found to be unenforceable, the arbitration agreement shall be deemed void, and the dispute shall be resolved in court

15.5 Venue and Jurisdiction

If arbitration does not apply or is unavailable:

  • Any legal action must be brought exclusively in the state or federal courts located in Kent County, Delaware
  • You consent to personal jurisdiction and venue in these courts
  • You waive any objection to venue or inconvenient forum

15.6 Limitations Period

You must bring any claim within one (1) year after the cause of action arises. After one year, the claim is permanently barred.

15.7 Equitable Relief

Notwithstanding arbitration, either party may seek equitable relief (injunctions, specific performance) in court to:

  • Protect intellectual property rights
  • Prevent ongoing violations of the Acceptable Use Policy
  • Enforce confidentiality obligations
  • Prevent irreparable harm

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any enterprise agreement you have entered into, constitute the entire agreement between you and Helix regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable:

  • The provision shall be modified to the minimum extent necessary to make it enforceable
  • If modification is not possible, the provision shall be severed
  • The remaining provisions shall remain in full force and effect

16.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing and signed by an authorized representative of Helix.

16.4 Assignment

  • You may not assign or transfer these Terms or your account without our prior written consent
  • Any attempted assignment in violation of this provision is void
  • We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets
  • These Terms bind and benefit each party's permitted successors and assigns

16.5 No Third-Party Beneficiaries

These Terms are for the benefit of you and Helix only. No third party has any right to enforce or benefit from these Terms, except as expressly stated (e.g., indemnification of our affiliates).

16.6 Relationship of Parties

  • You and Helix are independent contractors
  • These Terms do not create a partnership, joint venture, employment, or agency relationship
  • Neither party has authority to bind the other or make commitments on the other's behalf

16.7 Notices

To You:

  • We may provide notices via email to your registered account email address
  • Notices via email are deemed delivered when sent
  • You are responsible for maintaining a current email address

To Us:

  • Legal notices must be sent via certified mail to:

    Helix Software, LLC Attn: Legal Department 1111B S Governors Ave, STE 23043, Dover, DE 19904

  • Notices are deemed delivered when received

16.8 Export Compliance

You may not use or export the Service in violation of U.S. export laws and regulations. You represent that:

  • You are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country
  • You are not on any U.S. government list of prohibited or restricted parties
  • You will not use the Service for prohibited end uses (e.g., development of weapons)

16.9 Government Use

If you are a U.S. government entity, the Service is a "Commercial Item" as defined in 48 C.F.R. §2.101, and is provided with only those rights as are granted to non-governmental customers under these Terms.

16.10 Force Majeure

Neither party is liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, internet failures, or government actions.

16.11 Interpretation

  • Headings are for convenience only and do not affect interpretation
  • "Including" means "including but not limited to"
  • Singular terms include the plural and vice versa
  • "Or" is not exclusive unless context requires otherwise

We respect the intellectual property rights of others. We expect our users to do the same.

17.2 DMCA Compliance

We comply with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. If you believe that content crawled or stored by our Service infringes your copyright, please notify our designated DMCA agent:

DMCA Agent: Helix Software, LLC Attn: DMCA Agent / Legal Department 1111B S Governors Ave, STE 23043, Dover, DE 19904 Email: [email protected]

Required Information: Your notice must include:

  1. Physical or electronic signature of the copyright owner or authorized agent
  2. Identification of the copyrighted work claimed to be infringed
  3. Identification of the infringing material and information to locate it
  4. Your contact information (address, telephone, email)
  5. Statement that you have a good faith belief the use is unauthorized
  6. Statement that the information is accurate and you are authorized to act

17.3 Counter-Notification

If you believe content was removed in error, you may submit a counter-notification to our DMCA agent containing:

  1. Your physical or electronic signature
  2. Identification of removed material and its location before removal
  3. Statement under penalty of perjury that removal was a mistake or misidentification
  4. Your name, address, telephone number
  5. Consent to jurisdiction of federal court in the District of Delaware

17.4 Repeat Infringer Policy

We will terminate accounts of repeat copyright infringers in accordance with 17 U.S.C. § 512(i).

17.5 Content You Crawl

You are solely responsible for ensuring you have the right to crawl, process, and use content from third-party websites. You indemnify us for any copyright claims arising from content you direct us to crawl.

18. Contact Information

For questions, concerns, or notices regarding these Terms:

General Inquiries: Email: [email protected] Website: https://onhelix.ai

Legal Notices: Email: [email protected] Mail: Helix Software, LLC, Attn: Legal Department, 1111B S Governors Ave, STE 23043, Dover, DE 19904

Privacy Questions: Email: [email protected] See our Privacy Policy at https://onhelix.ai/privacy

Billing and Subscriptions: Email: [email protected] Account Dashboard: https://api.feeds.onhelix.ai


Last Updated: June 1, 2025

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.