Terms of Service

1. Introduction & Acceptance of Terms

1.1 Scope of Agreement. These Terms govern your access to and use of the Helix Equine IQ platform, including but not limited to the AI-based equine analytics tools, the user community features, the Marketplace, all associated software, mobile applications, application programming interfaces (APIs), and any content, information, or services made available through or in connection with the foregoing (collectively, the "Platform"). These Terms apply to all users of the Platform, including free users, paid subscribers, data contributors, buyers, sellers, breeders, ranchers, trainers, and any other individuals or entities accessing the Platform for any purpose.

1.2 Acceptance of Terms. By accessing or using the Platform in any way — including by creating an Account, clicking "I Agree," browsing the Platform without registering, or otherwise manifesting assent — you agree to be bound by these Terms, our Privacy Policy (incorporated herein by reference), and any additional terms, guidelines, or policies posted on the Platform from time to time. If you are accessing or using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and references to "you" shall refer to both you individually and that entity.

1.3 Age Requirement. You must be at least eighteen (18) years of age to use the Platform. By using the Platform, you represent and warrant that you are at least 18 years old. If you are under 18 years of age, you are not permitted to access or use the Platform under any circumstances. Helix reserves the right to terminate any Account and delete any data associated with a user who is found to be under the age of 18, without prior notice or liability.

1.4 Updates and Continued Use. Helix reserves the right to modify, revise, or update these Terms at any time in its sole discretion. When changes are made, Helix will update the "Last Updated" date at the top of these Terms and, where required, provide notice via email or in-platform notification. Your continued access to or use of the Platform following the effective date of any revised Terms constitutes your binding acceptance of those changes. If you do not agree to the revised Terms, you must immediately discontinue all use of the Platform and close your Account in accordance with Section 14.

2. Definitions

As used throughout these Terms, the following capitalized terms shall have the meanings ascribed to them below:

2.1 \"Platform\" means the Helix Equine IQ website, mobile applications, APIs, software tools, analytics dashboard, community forums, Marketplace, and all related systems, interfaces, and services operated or made available by Helix, whether accessed directly or through third-party integrations.

2.2 \"User\" means any individual or legal entity that accesses or uses the Platform, including registered Account holders and unregistered visitors, regardless of whether they access the Platform through a free or paid tier.

2.3 \"Account\" means the registered profile and associated credentials that a User creates to access personalized features of the Platform, including data storage, analytics, community participation, and Marketplace access.

2.4 \"AI-Generated Content\" means any output, analysis, prediction, score, recommendation, summary, report, or other content produced by Helix's proprietary artificial intelligence or machine learning models in response to User inputs, Breeder Data, third-party data, or combinations thereof.

2.5 \"Marketplace\" means the online exchange functionality within the Platform through which Users may create, browse, and respond to Listings for horses, equine embryos, genetic materials, equine equipment, and related products and services.

2.6 \"Breeder Data\" means any equine genetic information, bloodline records, breeding history, performance data, health records, pedigree data, phenotypic information, or related equine-specific data that a User submits, uploads, or contributes to the Platform.

2.7 \"Listing\" means any advertisement, posting, or offer created by a User on the Marketplace for the sale, lease, transfer, or other disposition of horses, embryos, genetic materials, equipment, or services.

2.8 \"Services\" means all features, functions, tools, analytics, community features, Marketplace access, APIs, and other capabilities made available through the Platform, whether provided on a free or paid basis.

2.9 \"Subscription\" means a paid, recurring access plan that grants a User access to premium features of the Platform, as more fully described on the Platform's pricing page, subject to the payment terms set forth in Section 7.

2.10 \"Intellectual Property\" means all patents, patent applications, trademarks, service marks, trade names, trade dress, copyrights, moral rights, trade secrets, know-how, algorithms, AI models, software code, databases, domain names, and all other intellectual and proprietary rights, whether registered or unregistered, and all applications and rights to apply therefor, in any jurisdiction throughout the world.

3. User Accounts

3.1 Registration Requirements. To access most features of the Platform, you must create an Account by providing accurate, current, and complete information as prompted by the registration process. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete at all times. Helix reserves the right to refuse registration to any individual or entity at its sole discretion.

3.2 Account Security. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username and password. You agree to use a strong, unique password and to implement any multi-factor authentication features offered by the Platform. You agree to notify Helix immediately at contact@helixequineiq.com if you discover or suspect any unauthorized access to or use of your Account. Helix shall not be liable for any loss or damage arising from your failure to safeguard your credentials.

3.3 Prohibition on Credential Sharing. You may not share, transfer, sell, or otherwise allow any third party to access your Account using your credentials. Each Account is personal to the registered User. If you are a business entity, you may create separate Accounts for individual authorized employees, subject to applicable Subscription terms. Any unauthorized sharing of Account access constitutes a material breach of these Terms.

3.4 Accurate Information. You represent and warrant that all information you provide during registration and throughout your use of the Platform — including identity information, contact details, business information, and any Breeder Data — is truthful, accurate, current, and complete. You agree not to impersonate any person or entity, misrepresent your affiliation with any person or entity, or otherwise provide false or misleading information to Helix or other Users.

3.5 Account Types. The Platform offers the following Account tiers:

(a) Free Tier: Provides limited access to basic Platform features, including read-only access to certain analytics, community browsing, and a restricted number of Marketplace Listings, subject to usage caps established by Helix from time to time.

(b) Paid Subscription Tiers: Provide expanded access to AI analytics, enhanced data tools, increased Marketplace capabilities, priority customer support, and other premium features as described in the applicable Subscription plan. Paid Subscriptions are subject to the payment terms in Section 7.

(c) Helix may modify the features included in any Account tier, introduce new tiers, or discontinue existing tiers at any time, with reasonable notice to affected Users.

3.6 Suspension and Termination by Helix. Helix reserves the right, in its sole discretion, to suspend, restrict, or permanently terminate your Account and access to the Platform, with or without prior notice, for any reason, including but not limited to: (a) violation of these Terms or any applicable policy; (b) provision of false or misleading information; (c) engagement in fraudulent, abusive, or unlawful activity; (d) non-payment of fees; (e) activity that Helix reasonably believes poses a risk to Helix, other Users, or third parties; or (f) extended periods of inactivity, as determined by Helix's then-current policies. Helix shall not be liable to you or any third party for any termination or suspension of your Account.

4. Acceptable Use Policy

4.1 Permitted Uses. Subject to your compliance with these Terms, Helix grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Platform solely for lawful purposes related to equine breeding, trading, analytics, training, research, and community engagement within the scope of the Services offered by Helix.

4.2 Prohibited Conduct. You agree not to engage in, facilitate, or encourage any of the following activities:

(a) Fraud and Misrepresentation: Creating false Listings, misrepresenting the identity, health, lineage, or characteristics of any equine or product, submitting fabricated or inaccurate Breeder Data, or engaging in any deceptive practice.

(b) Spam and Unsolicited Communications: Sending unsolicited commercial messages, bulk emails, or repetitive communications to other Users; using the Platform to harvest or collect contact information for spam purposes.

(c) Harassment and Abuse: Harassing, threatening, intimidating, bullying, defaming, or otherwise engaging in abusive conduct toward other Users, Helix personnel, or third parties through the Platform.

(d) Scraping and Automated Access: Using bots, crawlers, scrapers, scripts, or any automated means to access, extract, index, or collect data from the Platform without Helix's express prior written consent.

(e) Reverse Engineering: Attempting to decompile, disassemble, reverse engineer, or otherwise derive the source code, algorithms, or underlying technology of the Platform or any of its components, including Helix's AI models.

(f) Manipulation of AI Outputs: Deliberately inputting false, misleading, or manipulated data with the intent to corrupt, skew, or otherwise improperly influence Helix's AI analytics outputs or the integrity of the Platform's data ecosystem.

(g) Unlawful Activity: Using the Platform in violation of any applicable federal, state, local, or international law or regulation, including laws governing animal welfare, data privacy, consumer protection, export controls, and anti-money laundering.

(h) Intellectual Property Infringement: Uploading, sharing, or distributing content that infringes upon the Intellectual Property rights of Helix or any third party.

(i) Security Interference: Attempting to probe, scan, exploit, or test the vulnerability of the Platform or any associated network or system; introducing viruses, malware, or other harmful code.

(j) Circumvention: Circumventing, disabling, or interfering with any security, access control, or usage limitation feature of the Platform.

4.3 Legal Compliance. You are solely responsible for ensuring that your use of the Platform complies with all laws, regulations, and requirements applicable to you and your jurisdiction, including animal welfare statutes, agricultural regulations, international trade laws, and data protection regulations. Helix makes no representation that the Platform or its content is appropriate or legally permissible in all jurisdictions.

4.4 Consequences of Violations. Any violation of this Section 4 may result in, at Helix's sole discretion: (a) immediate suspension or termination of your Account; (b) removal of any content you have submitted; (c) reporting of your conduct to law enforcement or regulatory authorities; (d) civil legal action; and/or (e) any other remedy available at law or in equity. Helix reserves the right to cooperate fully with any lawful investigation of any User's conduct.

5. AI-Generated Content Disclaimers

5.1 Nature of AI Analytics. The Platform utilizes proprietary artificial intelligence and machine learning models to generate analytics, predictions, scores, rankings, and recommendations relating to equine genetics, breeding potential, performance likelihood, and related matters. All AI-Generated Content is predictive and probabilistic in nature. No AI-Generated Content constitutes a guarantee, assurance, or definitive determination of any outcome, characteristic, or result relating to any horse, embryo, genetic material, breeding pairing, or equine activity.

5.2 Not Professional Advice. AI-Generated Content provided through the Platform does not constitute, and must not be relied upon as, veterinary, medical, legal, financial, investment, tax, or any other form of professional advice. Helix is not a licensed veterinarian, attorney, financial advisor, or other licensed professional. You should always seek the guidance of qualified professionals before making any decisions that may have significant consequences for animal health, financial investment, legal compliance, or other material matters.

5.3 No Warranty of Accuracy. HELIX MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TIMELINESS OF ANY AI-GENERATED CONTENT. AI outputs are inherently subject to limitations, including data quality constraints, model biases, and the unpredictable nature of biological systems. Helix expressly disclaims any warranty that AI-Generated Content will be error-free or that predictions will be achieved.

5.4 User Responsibility for Decisions. You acknowledge and agree that any decision you make — including decisions regarding purchasing, selling, breeding, training, or caring for equines — based in whole or in part on AI-Generated Content is made entirely at your own risk. Helix shall not be liable for any loss, damage, injury, or harm arising from your reliance on AI-Generated Content, regardless of whether such content was accurate or inaccurate.

5.5 Right to Modify AI Models. Helix reserves the right, at any time and without prior notice, to update, modify, retrain, replace, or discontinue any AI model, algorithm, or analytical method used to generate AI-Generated Content. Such changes may alter the nature, scope, or outputs of analytics available on the Platform. Helix shall not be liable for any variation in AI-Generated Content resulting from such modifications.

6. Marketplace Rules

6.1 Listing Requirements. All Listings posted on the Marketplace must: (a) be accurate, truthful, and not misleading in any material respect; (b) include complete and current information regarding the animal's or item's description, condition, location, age, health status (where applicable), and asking price; (c) comply with all applicable laws and regulations governing the sale, transfer, or advertisement of horses, embryos, genetic materials, and equine equipment; and (d) include all material disclosures required by applicable law, including known health conditions, vices, or defects.

6.2 Prohibited Listings. You may not create Listings for: (a) horses or animals obtained through theft, fraud, or in violation of any applicable law; (b) equine products subject to regulatory prohibition or recall; (c) counterfeit, forged, or falsified registration papers, health certificates, or pedigree documentation; (d) items or services that violate the Acceptable Use Policy in Section 4; or (e) any content that is deceptive, defamatory, or in violation of any third party's Intellectual Property rights.

6.3 Seller Obligations. As a seller on the Marketplace, you represent, warrant, and agree that: (a) you have full legal authority to sell or transfer the listed item; (b) all descriptions, photographs, health records, registration documents, and other materials included in your Listing are accurate, authentic, and not misleading; (c) you will respond to buyer inquiries promptly and in good faith; (d) you will complete any transaction you initiate in accordance with the terms agreed upon with the buyer; and (e) you will comply with all applicable laws governing the transaction, including animal health certificate requirements and interstate or international transport regulations.

6.4 Buyer Obligations. As a buyer on the Marketplace, you agree that: (a) you will conduct your own independent due diligence before entering into any transaction; (b) you will honor any offer or agreement made with a seller in good faith; (c) you will comply with all applicable laws governing the acquisition and transportation of equines or equine products; and (d) you will not engage in bad-faith bidding, shill bidding, or any other conduct designed to manipulate Marketplace prices or outcomes.

6.5 Transaction Process. Helix provides the Marketplace as a technology platform to facilitate connections between buyers and sellers. The specific terms of any transaction — including price, payment method, delivery, warranties, representations, and risk of loss — are negotiated solely between the buyer and seller. Buyers and sellers are encouraged to execute written agreements for all transactions and to seek independent legal counsel as appropriate.

6.6 Helix's Role as Intermediary. HELIX IS A PLATFORM INTERMEDIARY ONLY. HELIX IS NOT A PARTY TO ANY TRANSACTION BETWEEN BUYERS AND SELLERS ON THE MARKETPLACE. Helix does not own, possess, inspect, certify, warrant, or guarantee any horse, embryo, genetic material, equipment, or other item listed on the Marketplace. Helix does not make representations about the quality, safety, legality, or fitness for any purpose of any Listing. Helix is not responsible for and shall not be liable for any loss or damage arising from transactions facilitated through the Marketplace.

6.7 Dispute Resolution Between Buyers and Sellers. In the event of a dispute between a buyer and a seller arising from a Marketplace transaction, both parties agree to first attempt to resolve the dispute directly and in good faith. If direct resolution is unsuccessful, either party may submit a dispute report to Helix at contact@helixequineiq.com. Helix may, in its sole discretion and without obligation, provide limited assistance in facilitating communication between the parties. Helix's involvement does not constitute arbitration, mediation, or legal determination of the dispute, and Helix's decision (if any) is not binding on the parties.

7. Payment Terms

7.1 Subscription Fees. Access to paid tiers of the Platform requires payment of Subscription fees as specified on the Platform's current pricing page. Subscriptions are billed on a recurring basis (monthly or annually, as selected by the User) in advance at the beginning of each billing cycle. All Subscription fees are quoted in United States Dollars (USD) unless otherwise specified.

7.2 Marketplace Transaction Fees. Helix charges a commission or transaction fee on certain Marketplace transactions, as specified in the then-current fee schedule published on the Platform. The fee schedule is subject to change at any time, with reasonable advance notice. By posting a Listing or completing a transaction, you agree to pay all applicable fees. Transaction fees are typically deducted from the sale proceeds or charged separately, as described in the applicable fee schedule.

7.3 Payment Processing. All payments are processed through third-party payment processors authorized by Helix. By submitting payment information, you authorize Helix and its payment processors to charge your designated payment method for all applicable fees. Helix does not store full payment card details on its servers. Your use of third-party payment processors is subject to their respective terms of service and privacy policies, and Helix is not responsible for errors or failures attributable to such processors.

7.4 Refund and Cancellation Policy. All Subscription fees are non-refundable except as required by applicable law or as expressly stated in Helix's then-current refund policy. You may cancel your Subscription at any time through your Account settings. Cancellation will take effect at the end of the then-current billing period, and you will continue to have access to the paid features until that date. No pro-rated refunds will be provided for partial billing periods unless required by applicable law.

7.5 Non-Payment. If any payment is not received by the applicable due date, Helix reserves the right to: (a) suspend or downgrade your Account to the free tier; (b) terminate your Subscription; (c) charge late fees or interest as permitted by applicable law; and/or (d) pursue any other remedies available at law or in equity to recover amounts owed. You are responsible for any fees incurred by Helix in connection with collecting overdue amounts, including reasonable attorneys' fees.

7.6 Taxes. All fees are stated exclusive of applicable taxes. You are solely responsible for determining and paying any and all taxes, duties, levies, or governmental charges (including VAT, GST, sales tax, and withholding taxes) applicable to your purchase or use of the Platform in your jurisdiction. Helix will collect taxes where required by applicable law, and such taxes will be added to the amounts charged to your payment method.

8. Breeder Data Rights

8.1 User Ownership of Breeder Data. As between you and Helix, you retain ownership of all Breeder Data that you submit, upload, or contribute to the Platform. Helix does not claim any ownership interest in your Breeder Data by virtue of these Terms or your use of the Platform.

8.2 License Grant to Helix. By submitting Breeder Data to the Platform, you grant Helix a worldwide, non-exclusive, royalty-free, sublicensable license to access, store, process, reproduce, modify, aggregate, and use your Breeder Data solely for the following purposes: (a) providing and operating the Platform and Services; (b) improving, training, and refining Helix's AI models, analytics algorithms, and Platform features, using anonymized and/or aggregated data such that your individually identifiable data is not disclosed; and (c) generating platform-wide statistical insights, benchmarks, and trend reports that do not identify you or your individual equines. This license survives the termination of your Account to the extent necessary for Helix to maintain aggregated historical datasets, subject to Section 8.4.

8.3 User Rights: Export and Deletion. You have the right to export a copy of your Breeder Data from the Platform at any time using the data export tools provided in your Account settings. You may also request deletion of your individually identifiable Breeder Data by submitting a request to contact@helixequineiq.com. Helix will process deletion requests within the timeframes required by applicable law. Please note that deletion of your Breeder Data may affect the functionality of certain Platform features associated with your Account.

8.4 Data Accuracy Obligations. You represent and warrant that all Breeder Data you submit to the Platform is accurate, authentic, and not misleading to the best of your knowledge. You acknowledge that inaccurate Breeder Data may compromise the integrity of AI analytics and harm other Users. Submission of knowingly false Breeder Data constitutes a material breach of these Terms.

8.5 Restrictions on Commercial Sale of Identifiable Data. Helix shall not sell, rent, license, or otherwise commercially transfer your individually identifiable Breeder Data to third parties without your express prior written consent, except as required by law or as part of a corporate transaction described in Section 17.5. Nothing in this Section restricts Helix's use of anonymized and aggregated data as described in Section 8.2.

9. Intellectual Property

9.1 Helix's Ownership. Helix and its licensors own all right, title, and interest in and to the Platform, including all underlying software, code, algorithms, AI models, databases, user interfaces, design elements, documentation, trademarks, service marks, trade names, logos, domain names, and all content created by Helix or on its behalf (collectively, "Helix IP"). Nothing in these Terms transfers any Intellectual Property rights in Helix IP to you. All rights not expressly granted to you herein are reserved by Helix.

9.2 Limited License to Users. Subject to your compliance with these Terms, Helix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your own lawful personal or business purposes as contemplated by these Terms. This license does not include the right to: (a) reproduce, distribute, or publicly display any Helix IP; (b) modify, adapt, translate, or create derivative works based on Helix IP; (c) use any Helix IP for any commercial purpose not expressly authorized by Helix; or (d) remove, obscure, or alter any proprietary notices or labels on the Platform.

9.3 User-Generated Content License. By submitting, uploading, or posting any content to the Platform other than Breeder Data (including photographs, text, forum posts, comments, reviews, or other materials, collectively "User Content"), you grant Helix a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Content in connection with operating, promoting, and improving the Platform. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not infringe any third party's Intellectual Property rights.

9.4 DMCA and Copyright Infringement Reporting. Helix respects the Intellectual Property rights of others and expects its Users to do the same. If you believe that any content on the Platform infringes your copyright, you may submit a written notice of claimed infringement to Helix's designated copyright agent at contact@helixequineiq.com containing the information required under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512, including: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the infringing material and its location on the Platform; (d) your contact information; (e) a statement of good-faith belief that the use is unauthorized; and (f) a statement of accuracy under penalty of perjury. Helix will act expeditiously to remove or disable access to infringing content upon receipt of a valid notice.

9.5 Restrictions on Reverse Engineering. You agree not to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying logic of any component of the Platform; (b) copy, replicate, or create competing services based on Helix's AI models, Platform architecture, or proprietary methods; or (c) use any automated tool to extract or index Platform data for the purpose of building a competing product or service. Any violation of this Section may result in immediate Account termination and legal action.

10. Privacy & Data Protection

10.1 Privacy Policy. Your use of the Platform is subject to Helix's Privacy Policy, which is incorporated into these Terms by reference and is available at https://www.helixequineiq.com/privacy. The Privacy Policy describes how Helix collects, uses, discloses, and protects your personal information. By using the Platform, you acknowledge that you have read and understood the Privacy Policy and consent to the data practices described therein.

10.2 International Data Protection Compliance. Helix is committed to compliance with applicable data protection and privacy laws, including but not limited to: (a) the General Data Protection Regulation (GDPR) for users located in the European Economic Area (EEA), United Kingdom, and Switzerland; (b) the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for California residents; and (c) other applicable international, national, and regional privacy laws. Users in applicable jurisdictions may have specific rights regarding their personal data, including rights of access, rectification, erasure, restriction, portability, and objection, as further described in the Privacy Policy.

10.3 International Data Transfers. Helix is headquartered in the United States. Your personal data and Breeder Data may be transferred to, stored, and processed in the United States or other countries in which Helix or its service providers operate. By using the Platform, you acknowledge and consent to the transfer of your data to countries outside your country of residence, which may have data protection laws that differ from those in your jurisdiction. Where required, Helix will implement appropriate safeguards for international data transfers in accordance with applicable law, such as Standard Contractual Clauses approved by the European Commission.

10.4 Consent to Data Processing. By using the Platform, you consent to Helix's collection, processing, and use of your personal data and Breeder Data as described in these Terms and the Privacy Policy. Where consent is the legal basis for processing under applicable law, you may withdraw your consent at any time, subject to the limitations described in the Privacy Policy. Withdrawal of consent may limit or prevent your ability to use certain features of the Platform.

11. Warranties & Disclaimers

11.1 \"As Is\" and \"As Available.\" THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HELIX EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 No Warranty of Uninterrupted Service. Helix does not warrant that the Platform will be available at all times, uninterrupted, error-free, or secure. The Platform may be temporarily unavailable due to scheduled maintenance, system upgrades, technical failures, cyberattacks, or other circumstances beyond Helix's reasonable control. Helix will use commercially reasonable efforts to minimize downtime but makes no guarantee of continuous availability.

11.3 No Warranty of Fitness for a Particular Purpose. Helix makes no representation or warranty that the Platform, or any feature, tool, or output thereof, is suitable for any specific use case, including professional breeding programs, high-value equine investment decisions, veterinary care, competitive training programs, or any other particular purpose. You are solely responsible for evaluating the Platform's suitability for your intended use.

11.4 Third-Party Data and User Content. Helix does not warrant the accuracy, completeness, reliability, or legality of any third-party data, User Content, or Breeder Data available on the Platform. Helix is not responsible for verifying the authenticity of health records, registration papers, pedigrees, or other documents submitted by Users. Reliance on any such data or content is at your own risk.

12. Limitation of Liability

12.1 Cap on Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HELIX'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY — SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO HELIX IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED UNITED STATES DOLLARS (USD \$100.00).

12.2 Exclusion of Consequential and Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HELIX, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES; (c) DAMAGES ARISING FROM THE PURCHASE, SALE, OR TRANSFER OF ANY EQUINE OR EQUINE PRODUCT; (d) DAMAGES ARISING FROM RELIANCE ON AI-GENERATED CONTENT; OR (e) COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES — EVEN IF HELIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions. Nothing in these Terms shall limit or exclude Helix's liability to the extent such limitation or exclusion is not permitted by applicable law, including liability for death or personal injury caused by Helix's negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law. Users in certain jurisdictions (including member states of the European Union) may have additional statutory rights that cannot be waived.

12.4 Indemnification. You agree to defend, indemnify, and hold harmless Helix, its affiliates, subsidiaries, directors, officers, employees, agents, licensors, and service providers from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of or access to the Platform; (b) any content you submit to the Platform, including User Content and Breeder Data; (c) your violation of these Terms or any applicable law; (d) your violation of any third party's rights; or (e) any Marketplace transaction you participate in as a buyer or seller. Helix reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense.

13. Governing Law & Jurisdiction

13.1 Governing Law. These Terms and any dispute arising out of or in connection with them — including any question regarding their existence, validity, or termination — shall be governed by and construed in accordance with the laws of the State of Wisconsin, United States, without regard to its conflict of law principles or provisions that would cause the application of the laws of any other jurisdiction.

13.2 Exclusive Jurisdiction. Subject to the arbitration agreement in Section 15, you and Helix consent to the exclusive personal jurisdiction of, and agree that any legal action or proceeding not subject to arbitration shall be brought exclusively in, the state and federal courts located in Wisconsin, United States. You waive any objection to the exercise of jurisdiction by such courts and to the laying of venue in such courts.

13.3 International Users and Local Law Compliance. If you access the Platform from outside the United States, you do so at your own initiative and are responsible for compliance with all applicable local laws and regulations. Nothing in these Terms limits any rights you may have under the mandatory laws of your country of residence that cannot be excluded by agreement.

14. Termination

14.1 Termination by User. You may close your Account and terminate your use of the Platform at any time by accessing the Account settings and following the account closure process, or by contacting Helix at contact@helixequineiq.com. Closure of your Account does not relieve you of any obligations incurred prior to termination, including outstanding payment obligations.

14.2 Termination by Helix. Helix may suspend or terminate your Account and access to the Platform: (a) immediately and without notice if you materially breach these Terms or engage in fraudulent, abusive, or unlawful conduct; (b) upon thirty (30) days' written notice for any reason or no reason (termination for convenience); or (c) immediately if required to do so by applicable law, court order, or regulatory authority. Helix will use commercially reasonable efforts to provide advance notice of termination for convenience where practicable.

14.3 Effect of Termination on Data. Upon termination or closure of your Account, Helix will retain your personal data and Breeder Data in accordance with its Privacy Policy and applicable law. You may request export of your data prior to Account closure in accordance with Section 8.3. Following closure, Helix may delete your personally identifiable data within the timeframes specified in the Privacy Policy, subject to legal retention requirements and Helix's rights to retain anonymized and aggregated data as described in Section 8.2.

14.4 Effect of Termination on Licenses and Obligations. Upon termination, all licenses and rights granted to you under these Terms immediately cease. You must immediately discontinue all use of the Platform. Any outstanding payment obligations, any Marketplace transactions in progress, and any accrued liabilities shall survive termination. Helix's license to your User Content and aggregated Breeder Data, as described in Sections 8.2 and 9.3, shall survive termination to the extent described therein.

14.5 Survival. The following Sections shall survive any termination or expiration of these Terms: Sections 2 (Definitions), 8.1--8.2 and 8.5 (Breeder Data Rights), 9 (Intellectual Property), 10 (Privacy & Data Protection), 11 (Warranties & Disclaimers), 12 (Limitation of Liability), 13 (Governing Law & Jurisdiction), 15 (Dispute Resolution), and 17 (Miscellaneous).

15. Dispute Resolution

15.1 Mandatory Informal Resolution. Before initiating any arbitration or legal proceeding, the party asserting a dispute must first provide the other party with written notice of the dispute (a "Dispute Notice") identifying the nature of the dispute, the relief sought, and relevant supporting information. The parties shall then attempt to resolve the dispute in good faith through negotiation or mediation for a period of not less than thirty (30) calendar days following receipt of the Dispute Notice (the "Informal Resolution Period"). Neither party may initiate formal arbitration or litigation until the Informal Resolution Period has expired without resolution, unless doing so is necessary to prevent irreparable harm.

15.2 Binding Arbitration for U.S. Users. If a dispute cannot be resolved during the Informal Resolution Period, U.S.-based Users and Helix agree to resolve the dispute through final and binding individual arbitration administered by the American Arbitration Association (AAA) pursuant to its Consumer Arbitration Rules (for individual Users) or Commercial Arbitration Rules (for business Users), as applicable, and as modified by these Terms. The arbitration shall be conducted in the English language. The arbitrator shall have the authority to grant any relief that would be available in a court of law, subject to the limitations in Section 12. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND HELIX EACH WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this class action waiver is found unenforceable with respect to any dispute, then the arbitration agreement in Section 15.2 shall not apply to that dispute, and that dispute shall be resolved in a court of competent jurisdiction.

15.4 Carve-Out for Injunctive Relief. Notwithstanding the arbitration agreement, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's Intellectual Property rights or trade secrets, or to prevent actual or imminent harm that could not be adequately remedied by an arbitrator.

15.5 EU and International Users. Users located in the European Union or other jurisdictions may have rights under applicable law to bring disputes before local courts or alternative dispute resolution bodies that cannot be waived by private agreement. Nothing in this Section 15 is intended to limit rights that cannot lawfully be excluded under applicable local law. EU Users may also be entitled to use the European Commission's Online Dispute Resolution platform at [ec.europa.eu/consumers/odr].

16. Modifications to Terms

16.1 Right to Modify. Helix reserves the right to modify, revise, or replace these Terms at any time in its sole discretion. Changes may be made to reflect updates in applicable law, changes in Platform features or business practices, responses to industry developments, or for any other reason Helix deems appropriate.

16.2 Notice of Changes. When Helix makes material changes to these Terms, it will provide notice through one or more of the following methods: (a) sending an email to the address associated with your Account; (b) displaying a prominent in-platform notification; or (c) posting the revised Terms on the Platform with an updated "Last Updated" date. It is your responsibility to keep your Account email address current to ensure receipt of notices.

16.3 Acceptance by Continued Use. Your continued access to or use of the Platform following the effective date of any revised Terms constitutes your binding acceptance of those changes. If you do not agree to the modified Terms, you must immediately discontinue use of the Platform and close your Account in accordance with Section 14.1.

17. Miscellaneous

17.1 Severability. If any provision of these Terms is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, unenforceable, or in conflict with applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of modification, severed from these Terms. The remaining provisions shall continue in full force and effect, and the invalidity of any one provision shall not affect the validity or enforceability of any other provision.

17.2 Entire Agreement. These Terms, together with the Privacy Policy and any additional terms, policies, or agreements expressly incorporated by reference herein, constitute the entire agreement between you and Helix with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter.

17.3 Waiver. No failure or delay by Helix in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude Helix's further exercise of that or any other right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of Helix to be effective.

17.4 Force Majeure. Helix shall not be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental actions, labor disputes, internet or telecommunications failures, cyberattacks, or power outages (each, a "Force Majeure Event"). Helix will use commercially reasonable efforts to minimize the impact of any Force Majeure Event and to resume performance as promptly as practicable.

17.5 Assignment. Helix may freely assign or transfer these Terms, or any of its rights or obligations hereunder, in whole or in part, without restriction and without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Helix's assets, or similar transaction. You may not assign or transfer these Terms, or any of your rights or obligations hereunder, without Helix's prior written consent, and any purported assignment in violation of this Section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

17.6 Headings for Reference Only. Section headings and subheadings in these Terms are included for convenience of reference only and shall have no effect on the interpretation or construction of these Terms.

17.7 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights. No person or entity other than you and Helix shall have any right to enforce any provision of these Terms.

17.8 Contact Information. If you have any questions, concerns, or requests regarding these Terms, please contact Helix at:

Evalyn LLC, doing business as Helix Equine IQ\ Legal Department\ [Street Address]\ [City, State, ZIP Code]\ Email: contact@helixequineiq.com\ Phone: [+1 (XXX) XXX-XXXX]

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