Terms of Use

Effective Date: 2026-06-23 Last Updated: 2026-08-19

These Terms of Use ("Terms") are a binding agreement between you — on behalf of the organization you represent, if any ("Customer," "you") — and HelixWrks LLC, an Arizona limited liability company located at 7090 N Oracle Rd, Ste 178, PMB 2035, Tucson, AZ 85704 ("HelixWrks," "we," "us"), governing your access to and use of the BenchForge web application and related services (collectively, the "Service"). BenchForge is a product of HelixWrks LLC.

By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

BenchForge is a decision-support and economic-modeling tool for molecular, genomic, and clinical laboratories. It helps you model laboratory workflows, costs, capacity, turnaround time, reimbursement, and investment scenarios, and to organize related operational information.

BenchForge is a planning and analysis tool only. It is:

• NOT a clinical, diagnostic, or medical device, and produces no clinical or diagnostic output;
• NOT a laboratory information system (LIS), laboratory information management system (LIMS), or billing

system, and not the system of record for any clinical, diagnostic, operational, or regulated process — it sits alongside those systems and replaces none of them. BenchForge is intended to be the place you keep your economic model of the lab; that is a business record you maintain, not a validated or controlled one;

• NOT a validated, regulated, or controlled record under CLIA, CAP, CLEP, or any comparable laboratory

accreditation or quality standard, and not a source of record for any accredited, validated, or regulated process;

• NOT a 21 CFR Part 11 electronic-records or electronic-signatures system, and not a GxP record system;
• NOT financial, investment, accounting, tax, legal, regulatory, or medical advice; and
• NOT a substitute for the independent professional judgment of qualified laboratory, financial, clinical,

or compliance personnel.

Outputs are estimates and models generated by a deterministic calculation engine from the data and assumptions you provide. They are intended to inform — not replace — your own analysis and decisions.

All outputs are advisory estimates only. The Service holds no validated, regulated, or controlled records. Before relying on any output for any operational, financial, clinical, or regulatory decision, you must independently verify it against your own validated data, systems, and the professional judgment of qualified personnel. You are solely responsible for any decision, action, or omission taken in reliance on the Service.

The Service is currently offered as an early-access release. It is under active development and offered for evaluation and feedback. Accordingly:

• Free trial, then paid. New subscriptions begin with a free trial of 14 days from the start of your

access. After the trial, the Service converts to a paid subscription at HelixWrks's then-current rates. We will give you advance written notice before any charges begin, and you may cancel at any time before conversion; you will not be automatically charged without that prior notice — if no payment method is on file when the trial ends, your subscription pauses rather than charges. Fees, and any longer free period or discount granted to a specific customer, are governed by Section 10 and the applicable order, not by this Section.

• As available; may change. The Service is provided on an "as available" basis and may change. We may

modify, suspend, limit, or discontinue the Service (or any feature) as development proceeds; features may change, break, or be removed between releases.

• No uptime SLA. During Early Access the Service is provided with **no uptime, availability,

support-response, or performance SLA** (see also Sections 11 and 15).

• Your data may be reset or migrated. During Early Access we may reset, migrate, or delete workspace data as

part of development — including changes that are not backward-compatible. Retain your own exported copies of anything you rely on, and do not treat the Service as your only copy of anything you cannot recreate (see Section 1).

• Verify before relying. Early-access output may be incomplete or incorrect; use it for evaluation and

validate it independently before relying on it (see Sections 2, 11, and 12).

These early-access terms are in addition to, and control over any conflicting statement in, the rest of these Terms for so long as the Service is offered in Early Access.

This is a material term. Read it carefully.

BenchForge's outputs are only as accurate as the information you enter. The Service performs deterministic calculations on your inputs, assumptions, default values, and imported data. It does not independently verify, validate, audit, or correct your data.

You are solely responsible for:

(a) the accuracy, completeness, currency, and appropriateness of all data, parameters, assumptions, default overrides, and files you enter, upload, or import (including via CSV import or any application programming interface ("API") described in Section 3);

(b) reviewing and validating all outputs, models, projections, and recommendations before relying on them or sharing them with any third party (including investors, lenders, boards, auditors, or customers); and

(c) any decision, action, investment, or omission taken in reliance on the Service.

You acknowledge that incomplete, inaccurate, outdated, or mis-entered inputs will produce incorrect or misleading outputs ("garbage in, garbage out"), and that HelixWrks is not responsible for outcomes resulting from your inputs or from your reliance on outputs. Default or benchmark values provided by the Service are illustrative starting points sourced from publicly available references and are not representations that they apply to your laboratory; you are responsible for replacing them with your own validated figures.

The Service may allow you to bring your operational data in by:

• CSV import — uploading comma-separated files (for example, actuals such as volumes, costs, and

reimbursement) and mapping their columns to BenchForge fields; and

• API / programmatic ingestion — where made available, submitting data to the Service through a documented

interface or integration.

You represent and warrant that you have the right to provide all data you import, that it contains no Protected Health Information (PHI), personally identifiable patient data, or specimen-identifiable information (see Section 4), and that your import complies with all laws and your own internal policies. You are responsible for the correctness of your column mappings and field assignments; mis-mapped data will produce incorrect models. Any API access is subject to these Terms and any additional API documentation, rate limits, or credentials we provide, which we may change to protect the Service.

BenchForge is designed for aggregate, non-patient laboratory economics and operations data. You agree not to enter, upload, import, or transmit through the Service any Protected Health Information (as defined under HIPAA), patient identifiers, specimen-identifiable data, individual test results, or other sensitive personal or regulated data. The Service is not offered as a HIPAA Business Associate, and no Business Associate Agreement is in effect unless separately executed in writing by HelixWrks. You are responsible for keeping prohibited data out of the Service.

You must provide accurate registration information and keep your credentials secure. You are responsible for all activity under your account and for managing user access, including assigning roles (e.g., Administrator, Contributor, Read-only, and workflow-scoped Contributor). You must promptly de-provision users who should no longer have access. You will notify us promptly of any unauthorized use or suspected security incident.

Outside advisors and consultants. You may invite people from outside your organization — a consultant, advisor, accountant, or board member — into your workspace, at whatever role you choose. That invitation is yours to make and yours to withdraw, and you remain responsible for their access and for the work they do in your workspace. Anyone you invite acts on your instruction, not ours: HelixWrks does not select, vet, supervise, certify, or endorse them, and is not a party to your engagement with them, even where they hold a BenchForge consultant designation. That designation records only that the person has accepted our Consultant Agreement — it is not a qualification, an endorsement, or any warranty about the quality of their advice. Review who has access to your workspace periodically and remove anyone who should no longer have it.

A single account may hold access to several workspaces. Where it does, each workspace's data stays confined to that workspace, and the administrators of each workspace can see that the account is a member of theirs. They cannot see the other workspaces it belongs to.

Subject to these Terms and payment of applicable fees, HelixWrks grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the term. You will not, and will not permit any third party to:

(a) copy, modify, distribute, sell, sublicense, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive the source code, except as permitted by law; (c) access the Service to build a competing product, or to benchmark without our written consent; (d) circumvent access controls, rate limits, usage limits, or security measures; (e) upload malicious code or interfere with the integrity or performance of the Service; (f) use the Service in violation of law or the rights of others; or (g) enter prohibited data as described in Section 4.

As between the parties, you own all data you enter into the Service ("Customer Data"). You grant HelixWrks a limited license to host, process, transmit, and display Customer Data solely to provide and support the Service, to maintain and improve it, and as otherwise permitted in the Privacy Policy and any executed Data Processing Addendum.

Confidentiality and security of Customer Data. HelixWrks will hold Customer Data in confidence, will use and disclose it only as permitted in these Terms, the Privacy Policy, and any executed DPA, and will protect it using the administrative, technical, and physical safeguards described in the Security White Paper. HelixWrks will not sell Customer Data or share it for cross-context behavioral advertising.

Limits on HelixWrks's use of your data. HelixWrks will not use your identifiable operational, economic, or configuration data to train, tune, or improve any shared, cross-customer, or third-party model, benchmark, or dataset without your opt-in consent. HelixWrks may create and use aggregated and statistical information derived from Customer Data to operate, analyze, and improve the Service only where that information is truly non-re-identifiable — it does not identify, and cannot reasonably be used to re-identify, you or any individual — and you may opt out of such aggregated use via your Settings or by contacting us. Any peer benchmark or cross-customer comparison that would draw on your data is provided only on an opt-in basis.

The Service, including its software, calculation engine, models, default datasets, user interface, designs, and the BenchForge and HelixWrks names and logos, is owned by HelixWrks and its licensors and is protected by intellectual property laws. Except for the limited license in Section 6, no rights are granted to you.

Feedback. If you provide HelixWrks with suggestions, ideas, or other general feedback about the Service ("Feedback"), you grant HelixWrks a perpetual, irrevocable, royalty-free license to use that Feedback to improve and develop its products and services, without restriction or obligation. This Feedback license covers your general suggestions and comments only — it does not grant HelixWrks any right to use your Customer Data, or your confidential operational or economic information, beyond the limited uses expressly permitted in Section 7.

The Service relies on third-party infrastructure providers (for example, hosting and managed database providers). Those providers' availability and security affect the Service, and your use may be subject to their terms. HelixWrks is not responsible for third-party services outside its reasonable control.

Neither party is liable for any delay or failure to perform (other than an obligation to pay amounts due) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, government action, failure of the public internet, or the failure or unavailability of a third-party infrastructure provider described in Section 9. The affected party will use reasonable efforts to resume performance.

If the Service is provided for a fee, you agree to pay all fees per the applicable order or subscription. Except as required by law or expressly stated, fees are non-refundable. We may change fees on renewal with notice.

THE SERVICE, INCLUDING ALL OUTPUTS, MODELS, ESTIMATES, BENCHMARKS, AND DEFAULT VALUES, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELIXWRKS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

HELIXWRKS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT, ESTIMATE, OR PROJECTION WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK FOR DECISIONS MADE IN RELIANCE ON THE SERVICE. NO ADVICE OR INFORMATION OBTAINED FROM THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NO INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY (OR, IN HELIXWRKS'S CASE, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR INACCURATE DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) LIABILITY CAP. SUBJECT TO SUBSECTION (c), HELIXWRKS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES ACTUALLY PAID BY YOU TO HELIXWRKS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) U.S. $6,000.

(c) EXCLUSIONS FROM THE CAP. The cap in subsection (b) does not apply to, and the following are excluded from that cap: (i) HelixWrks's breach of its confidentiality and data-security obligations under Section 7; and (ii) HelixWrks's indemnification obligations for third-party intellectual-property-infringement claims under Section 13. The waiver of indirect damages in subsection (a) continues to apply to all claims.

(d) BASIS OF THE BARGAIN. THE PARTIES AGREE THAT THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(e) EXCEPTIONS. Some jurisdictions do not allow certain limitations; to the extent a limitation is unenforceable, it applies to the maximum extent permitted. Nothing limits liability that cannot be limited by law.

13.1 By HelixWrks. HelixWrks will defend Customer, and its officers, directors, and employees, from and against any third-party claim, and will indemnify them for damages, liabilities, and costs (including reasonable attorneys' fees) finally awarded against them or agreed in settlement, to the extent arising out of a claim that: (a) the Service, as provided by HelixWrks and used in accordance with these Terms, infringes or misappropriates a third party's intellectual-property right; or (b) HelixWrks breached its confidentiality or data-security obligations under Section 7. If the Service becomes, or HelixWrks believes it may become, the subject of an infringement claim, HelixWrks may at its option procure the right to continue using the Service, modify or replace it to make it non-infringing, or, if neither is commercially reasonable, terminate the affected Service and refund any pre-paid, unused fees. HelixWrks has no obligation for any claim to the extent it arises from Customer Data, Customer's inputs, Customer's combination of the Service with items not supplied by HelixWrks, or use of the Service other than as permitted by these Terms. This Section states HelixWrks's entire liability, and Customer's exclusive remedy, for third-party intellectual-property claims.

13.2 By Customer. Customer will defend, indemnify, and hold harmless HelixWrks and its members, managers, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or Customer's entry of prohibited data (including PHI); (b) Customer's use of the Service or of any output, or any decision made in reliance on it; (c) Customer's violation of these Terms (including the no-PHI and acceptable-use terms) or applicable law; or (d) Customer's infringement of any third-party right.

13.3 Procedure. The party seeking indemnification will: (a) promptly notify the indemnifying party in writing of the claim (though a delay does not relieve the indemnifying party except to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement (provided that any settlement imposing a non-monetary obligation on, or admission of fault by, the indemnified party requires that party's prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense.

These Terms apply while you use the Service. Either party may terminate as set out in the applicable order, or for material breach not cured within 30 days' notice. We may suspend or terminate access immediately for security risk, non-payment, or violation of Sections 4 or 6.

Suspension of an individual account. We may suspend an individual account — rather than a workspace — where we reasonably judge that the person's conduct puts other users, our customers, or the Service at risk. A suspension of that kind is total for that person: it removes their access to every workspace they belong to, including any workspace they own.

• It does not suspend anyone else. A workspace with other members continues to operate normally, and its

subscription is unaffected. Losing a member is not a fault in the Service; where a suspension removes someone from your workspace, we will tell you.

• You will still get your data. A suspended person cannot sign in to export, so the 30-day self-service

window below cannot apply to them. Instead, we will package the data from any workspace they solely own and make it available to them on request. Workspaces shared with anyone else are excluded from that package — that data belongs to those workspaces, not to the suspended account.

• Billing stops. We will cancel the subscription for any workspace that only the suspended account

belonged to. We do not charge an account we have locked out.

Upon termination, your license ends; you may export Customer Data for 30 days, after which we may delete it per the Privacy Policy and any DPA. Sections that by their nature should survive (including 2, 7, 8, 11, 12, 13, and 16) survive termination.

We may modify the Service and these Terms. Changes will be posted in the application with an updated "Last Updated" date.

Material changes. Where a change to these Terms is material and adverse to you, we will give you at least 30 days' notice by email to your account address before it takes effect. If you do not accept it, you may terminate before the effective date and we will refund any pre-paid, unused fees for the remainder of the then-current term; that is your sole remedy for the change. Continued use after the effective date constitutes acceptance. Changes required by law, or that address a security risk, may take effect immediately on notice.

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Pima County, Arizona and waive any objection to that venue.

Public institutions. If Customer is a government body or public institution that is legally unable to agree to out-of-state venue or to the governing law of another jurisdiction, the parties will negotiate in good faith a mutually acceptable governing law and venue to the extent required by the law applicable to that Customer.

These Terms, together with the Privacy Policy, any DPA, any Consultant Agreement, and any order, are the entire agreement and supersede prior agreements on this subject.

Order of precedence. If they conflict, the following controls, in descending order: (1) an executed Data Processing Addendum, for data-processing matters only; (2) the applicable order or order form, for commercial terms only (fees, term, quantities, and any concession granted to you); (3) these Terms; (4) the Privacy Policy. A Consultant Agreement governs only the consultant designation between HelixWrks and that individual; it does not vary these Terms for any Customer. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries.

Notices. Notices to HelixWrks must be sent to tyler@helixwrks.com. Notices to you will be sent to the email address on your account, or posted in the application, and are effective when sent or posted. Keep your account email current — a notice sent to a stale address is still effective.

HelixWrks LLC · 7090 N Oracle Rd, Ste 178, PMB 2035, Tucson, AZ 85704 · tyler@helixwrks.com © 2026 HelixWrks LLC. BenchForge is a product of HelixWrks LLC. All rights reserved.