Helixor Software License Agreement

Helixor Software License Agreement#

Version: helixor-software-license-agreement-v1 Effective date: September 30, 2026

This Helixor Software License Agreement (the "Agreement") is between Helixor AI, Inc. ("Helixor", "we", "us") and the person or organization that accepts it ("you"). You accept this Agreement by selecting "I agree" when you create a Helixor account, by entering the acceptance phrase in the Helixor command-line tool, or by downloading, installing or using the Software. If you accept on behalf of an organization, you confirm that you have authority to bind that organization, and "you" means that organization. If you do not agree, do not create an account and do not use the Software.

1. Definitions#

• "Software" means the Helixor Decision Runtime, the Helixor runtime libraries and native components, compiled and encrypted decision packs, the Helixor command-line tools and local kernel, SDK binaries that embed the runtime, the hosted Helixor services and APIs, and all updates, and any Documentation. Software includes object code, encrypted content and any source code Helixor makes available to you under this Agreement.
• "Documentation" means the user guides, references and other materials Helixor provides for the Software, including the content published at helixor.dev.
• "License" means the signed license file or license key Helixor issues to you, which states your tier, entitlements, limits and term.
• "Open-Source Materials" means code Helixor publishes under an open-source license, such as example and demonstration repositories and generated SDK client code, each identified by the license file that accompanies it.
• "Your Data" means the inputs you submit to the Software and the outputs the Software returns to you.

2. License grant#

Subject to your compliance with this Agreement and your License, Helixor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of your License, to install and use the Software solely for your internal business purposes, within the tier, entitlements and limits stated in your License and the Documentation. Evaluation, trial and developer tiers may be used only for evaluation and development, not in production, unless your License says otherwise.

3. Restrictions#

You will not, and will not permit anyone else to:

1. Reverse engineer. Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, models, rules, structure or organization of the Software, including any decision pack, except to the extent applicable law expressly permits this despite this restriction, and then only after giving Helixor written notice.
2. Competitive analysis. Access or use the Software, or any information obtained from it, to build, train, benchmark, evaluate or improve a product or service that competes with Helixor; to perform or publish competitive analysis, comparative benchmarks or teardown reports of the Software; or to copy any feature, function, interface or design of the Software.
3. Model training. Use the Software, its outputs, or the Documentation to train, fine-tune, prompt or otherwise develop any artificial-intelligence or machine-learning system intended to replicate or approximate the Software's functionality.
4. Circumvention. Bypass, disable or interfere with license checks, usage limits, encryption, signing, rate limits or any other technical protection in the Software, or use a License other than the one issued to you.
5. Distribution. Copy (except as needed for permitted use and backup), modify, create derivative works of, sell, rent, lease, lend, sublicense, distribute, host for third parties, or otherwise make the Software available to anyone else.
6. Notices. Remove or alter any proprietary, patent, copyright or trademark notice in the Software.
7. Unlawful use. Use the Software in violation of applicable law, including export-control and sanctions law.

4. Ownership and reservation of rights#

The Software, including the Helixor runtime and all of Helixor's proprietary code, algorithms, models, decision packs, designs and Documentation, and all intellectual-property rights in them, are and will remain the exclusive property of Helixor AI, Inc. and its licensors. The Software is licensed, not sold. Helixor reserves all rights not expressly granted to you in this Agreement. No right or license is granted by implication, estoppel or otherwise.

5. Patent notice#

The Software contains and implements patent-pending algorithms and methods of Helixor AI, Inc. Except for the limited license in Section 2, this Agreement grants you no license under any Helixor patent or patent application.

6. Open-Source Materials#

Open-Source Materials are licensed to you under their own open-source licenses, and nothing in this Agreement limits your rights under those licenses. Those licenses do not extend to the Software. Where Open-Source Materials call, load or depend on the Software, your use of the Software remains governed by this Agreement.

7. Your Data#

As between you and Helixor, you own Your Data. You grant Helixor the rights needed to process Your Data to provide the Software to you. Helixor will not use Your Data to train models offered to other customers without your written consent. Runtime components that run in your environment process Your Data locally and do not send it to Helixor, except where you call a hosted Helixor service.

8. Confidentiality#

The Software, the Documentation that is not publicly available, your License and any non-public information Helixor provides are Helixor's confidential information. You will protect it with at least reasonable care and use it only as permitted by this Agreement.

9. Feedback#

If you give Helixor suggestions or feedback, Helixor may use them without restriction or obligation to you.

10. Term and termination#

This Agreement starts when you accept it and continues until your License ends or this Agreement is terminated. Helixor may suspend or terminate your License and this Agreement immediately if you breach Section 3 or Section 4, and on thirty days' notice for any other uncured breach. When this Agreement ends, you must stop using the Software and delete all copies. Sections 3, 4, 5, 8, 9, 11, 12, 13 and 14 survive termination.

11. Warranty disclaimer#

EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER FORM, THE SOFTWARE IS PROVIDED "AS IS" AND HELIXOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. HELIXOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT ITS DECISIONS WILL BE CORRECT FOR YOUR USE CASE. YOU ARE RESPONSIBLE FOR DECISIONS YOU MAKE OR AUTOMATE USING THE SOFTWARE.

12. Limitation of liability#

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELIXOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, AND HELIXOR'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID HELIXOR FOR THE SOFTWARE IN THE TWELVE MONTHS BEFORE THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF YOU PAID NOTHING.

13. Remedies#

A breach of Section 3, 4 or 8 may cause Helixor irreparable harm for which damages are inadequate. Helixor may seek injunctive or other equitable relief in addition to any other remedy, without posting a bond.

14. Governing law and venue#

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising from this Agreement, and each party consents to that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. General#

• Changes. Helixor may publish a new version of this Agreement. A new version applies to you only after you accept it; Helixor may require acceptance of the current version to issue or renew a License.
• Export. You will comply with all export-control and sanctions laws that apply to the Software.
• U.S. Government. The Software is commercial computer software provided with only the rights set out in this Agreement.
• Assignment. You may not assign this Agreement without Helixor's written consent. Helixor may assign it in connection with a merger, acquisition or sale of assets.
• Entire agreement. This Agreement, your License and any signed order form are the entire agreement about the Software. A signed order form controls over this Agreement where they conflict.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
• Notices. Legal notices to Helixor must be sent to Helixor / MRI Systems, 5735 Stables Way, Unit D1, Alpharetta, GA 30004, United States.

Copyright (c) 2026 Helixor AI, Inc. All rights reserved.