Terms of Service — Helix (FDE Labs)

> DRAFT — for attorney review. Not legal advice. Generated from FDE's own trust docs + D44 + register. > > First draft produced from the product's actual behavior and internal governance records. > Every legal judgment call is tagged [ATTORNEY]; every factual re-confirmation is tagged > [VERIFY]. During early access, the Early-Access Addendum controls where it conflicts with > these Terms.

Service: Helix, an early-access sales conversation-intelligence service operated by FDE Labs ("Helix," "we," "us"). Customer: the organization that accesses the service ("you"). [ATTORNEY] — set the legal entity name/form, address, governing law, and venue; add the effective date at publication.

1. Early-access status — no SLA, no uptime guarantee, provided "as is"

The service is provided on a pre-general-availability, early-access basis. Accordingly:

• No service-level agreement and no uptime guarantee. The service may be unavailable,

interrupted, or degraded at any time without notice.

• The service may change or be discontinued. Features, interfaces, model behavior, limits, and

pricing are provisional and may be added, changed, or removed at any time, including discontinuing the service entirely.

• Provided "AS IS" and "AS AVAILABLE." See the disclaimer of warranties in §7.
• Accuracy is not guaranteed. The service produces AI-generated analysis (MEDDPICC extraction,

competency scoring, deal synthesis, and interactive answers). This output may be incomplete, inaccurate, or inconsistent and must not be relied upon as the sole basis for any employment, compensation, or business decision. You are responsible for reviewing output before acting on it. [ATTORNEY] — decide how strongly to disclaim reliance on AI output, and whether any "human-in-the-loop" / no-automated-decision-making language is needed given the competency-scoring use case (employee evaluation may implicate employment-law and, in some jurisdictions, automated- decision rules).

2. Accounts, access, and provisioning

During early access, access is hand-provisioned and concierge-supported; there is no open self-serve signup by default. [VERIFY] — this reflects the current onboarding posture (access is gated; the request-access page routes to a human). See the Early-Access Addendum.

You are responsible for your users' access, for keeping credentials secure, and for the acts and omissions of your users. You must promptly notify us of any unauthorized use.

3. Acceptable use

You agree not to, and not to permit any user to:

• Upload content you do not have the right to upload, or that violates any law or third party's

rights (including recording/consent laws — see §4 and the Privacy Policy).

• Upload unlawful, infringing, or malicious content, or attempt to introduce malware.
• Probe, scan, or circumvent the service's security, tenant-isolation, authentication, metering, or

usage-allowance controls, or attempt to access another organization's data.

• Reverse engineer, or attempt to extract the underlying models, prompts, or rubric, except as

applicable law expressly permits.

• Resell, sublicense, or provide the service to third parties, or use it to build a competing

product, except as expressly permitted in writing.

• Overload or abuse shared endpoints (including automated/high-volume submissions) or use the

service to generate high-volume LLM cost in bad faith.

[ATTORNEY] — confirm the acceptable-use list is complete for the risk profile and add any required export-control / sanctions / prohibited-use terms.

4. Your content, consent, and representations

"Customer Content" means the transcripts, participant identifiers, company/deal context, and other data you upload. You retain ownership of Customer Content (see §5).

You represent and warrant that you have all rights and consents necessary to upload the Customer Content and to have Helix and its subprocessors process it — including any two-party / all-party recording consent required for the underlying conversations. Responsibility for lawfully recording the underlying calls and obtaining consent rests with you, not Helix. You will indemnify Helix for claims arising from Customer Content you had no right to submit. [ATTORNEY] — confirm the indemnity scope, caps, and defense/control mechanics; align the consent warranty with the Privacy Policy §5.

You grant Helix a limited license to host, process, and display the Customer Content solely to provide the service to you and to operate/secure/improve it as described in the Privacy Policy. [ATTORNEY] — bound the "improve" license precisely; by default do not grant a right to use one customer's content to benefit another customer or to train general-purpose models. See D44 (calibration set is access-fenced and decided per-ingest).

5. Intellectual property

• You own your data and derived analytics about your own deals. As between the parties, you own

the Customer Content and the derived analysis Helix generates about your deals (MEDDPICC extraction, scoring, fingerprints/synthesis, and dialogue answers about your data). On termination you may export it and we will delete it (see §8).

• We own the platform. Helix/FDE Labs owns and retains all rights in the service, software,

user interface, data model, the analysis engine, and the models, prompts, rubrics, and methodology used to produce the analysis, together with any aggregated or de-identified service-operations data that does not identify you or your Customer Content. Nothing here transfers those rights to you.

• Feedback. If you give us feedback (expected during early access — see the Addendum), you grant

us a perpetual, royalty-free license to use it to improve the service, with no obligation to you.

[ATTORNEY] — confirm the ownership split (customer owns Content + deal-specific derived analytics; Helix owns platform/models/prompts/rubric and de-identified operations data), the exact line of what counts as "derived analytics about your deals" vs. "our methodology/model outputs," and the feedback license.

6. Fees

Pricing during early access is provisional and may be zero, discounted, or subject to a usage/hour allowance and trial ceiling. Fees, allowances, and metering are governed by the Early-Access Addendum and any order form. [ATTORNEY]/[VERIFY] — state whether early access is free or paid, and reconcile the usage-allowance/trial-ceiling metering with the fee terms. Note the internal FinOps metering (append-only usage ledger, hour allowance) is an operational control, not a billing promise, unless counsel intends it as one.

7. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICE OR OF AI-GENERATED OUTPUT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

[ATTORNEY] — finalize the disclaimer, its capitalization/conspicuousness requirements, and any non-waivable consumer-protection carve-outs for the governing jurisdiction. Note: the Privacy Policy describes tenant isolation that was adversarially tested — ensure that description is not read as a security warranty that this section disclaims; reconcile the two.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED [ATTORNEY: cap — e.g., the greater of fees paid in the prior 12 months or a fixed amount; during a free early-access period, a nominal fixed cap such as US$100].

[ATTORNEY] — set the liability cap and the carve-outs (typical carve-outs from the cap and/or the exclusion of indirect damages: a party's indemnification obligations, breach of confidentiality, a customer's payment obligations, infringement or misuse, and gross negligence / willful misconduct — and consider whether breach of tenant-isolation / a data-security breach should be carved out or specially capped given the multi-tenant model). Confirm enforceability of a low cap during a free early-access period.

9. Confidentiality

Each party will protect the other's non-public information disclosed under these Terms and use it only to perform under these Terms. [ATTORNEY] — add full mutual confidentiality terms, or reference a separate NDA; note design-partner discussions and roadmap are our confidential information.

10. Term, termination, export, and deletion

• Term. These Terms apply while you have access to the service.
• Termination. Either party may terminate at any time on notice, given the early-access status.

We may suspend or terminate access immediately for acceptable-use violations or to protect the service or other customers.

• Data export. Before termination takes effect, and for a reasonable period after,

[ATTORNEY/VERIFY: define the export window and format], you may export your Customer Content and derived analysis. [VERIFY] — confirm the export mechanism that actually exists at launch; do not promise a self-serve export that isn't built.

• Deletion on termination. After the export window, we will delete your Customer Content and

derived analysis in accordance with the Privacy Policy §7, including propagation to subprocessors and backups. [ATTORNEY] — set the deletion window (and align with the retention default that Privacy Policy §7 leaves for counsel to set per D44).

• Survival. Sections on IP, disclaimers, limitation of liability, confidentiality, and any

accrued payment obligations survive termination.

11. Changes to these Terms

We may update these Terms during early access; material changes will be communicated to active customers, and continued use after the effective date constitutes acceptance. [ATTORNEY] — confirm the change/acceptance mechanism.

12. General

Governing law, venue, dispute resolution (and any arbitration/class-waiver), assignment, force majeure, notices, severability, and entire-agreement terms: [ATTORNEY] — draft to counsel's standard. The Early-Access Addendum, the Privacy Policy, and any order form are incorporated by reference; the Early-Access Addendum controls over these Terms where it conflicts during early access.