QCDx, Inc.

Effective Date: March 13, 2026

Last Updated: March 13, 2026

1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the website located at www.qcd-x.com (the "Site"), operated by QCDx, Inc. ("QCDx," "we," "us," or "our"), a corporation incorporated in Delaware and headquartered in Connecticut.

By accessing or using the Site, you represent that you are at least 18 years of age and agree to be bound by these Terms in their entirety. If you are accessing the Site on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms, and references to "you" include that entity.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE.

2. Changes to These Terms

QCDx reserves the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page. Your continued use of the Site following the posting of revised Terms constitutes your acceptance of those changes. We encourage you to review these Terms periodically.

3. Description of the Site

The Site provides general information about QCDx, its circulating tumor cell (CTC) detection technology, liquid biopsy services, and research and development activities. The Site may also make available downloadable resources such as scientific publications, whitepapers, technical summaries, and company materials (collectively, "Content").

The Site is intended primarily for pharmaceutical and biotechnology partners, healthcare professionals, investors, and other professionals with a legitimate interest in QCDx's technology and services. It is also accessible to members of the general public, including patients seeking general educational information.

We reserve the right, but are not obligated, to limit access to the Site to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis, in our sole discretion. All descriptions of the Site and Content are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue the Site, in full or in part, at any time without liability to you or any third party.

4. Not Medical Advice

IMPORTANT: THE CONTENT ON THIS SITE IS PROVIDED FOR GENERAL INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. IT DOES NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT, AND MUST NOT BE RELIED UPON AS SUCH.

Nothing on this Site is intended to substitute for the advice, diagnosis, or treatment of a qualified physician, oncologist, or other licensed healthcare professional. If you have questions about a medical condition, symptoms, or treatment options, you should consult a qualified healthcare provider promptly. Do not disregard or delay seeking professional medical advice based on information you have read on this Site.

QCDx's CTC detection and liquid biopsy technology is intended for use in clinical research and pharmaceutical development contexts by qualified professionals. Any discussion of QCDx products, services, or technology on this Site is not intended to imply clinical availability, regulatory approval, or suitability for any specific patient or indication unless explicitly stated.

5. Intellectual Property

5.1 Ownership

The Site and all of its Content — including but not limited to text, graphics, logos, images, data, software, scientific content, and the compilation and arrangement thereof — are the property of QCDx, Inc. or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

The QCDx name, logo, and any associated product or service names are trademarks or service marks of QCDx, Inc. Nothing in these Terms grants you any right to use QCDx's trademarks, logos, or trade dress without our prior written consent.

5.2 Permitted Use of Content

Subject to these Terms, QCDx grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and download Content made available for download, solely for your own lawful, non-commercial, informational purposes. This license does not include the right to:

Reproduce, distribute, publicly display, or create derivative works from any Content without QCDx's prior written consent
Use any Content for commercial purposes or for any public display, performance, or distribution
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices on any Content
Use automated tools, scrapers, bots, or other means to systematically extract or harvest Content from the Site

5.3 Third-Party Materials

Certain Content on the Site may include or reference scientific publications, data, or materials owned by third parties (such as academic journals, regulatory agencies, or industry organizations). Such third-party materials remain the property of their respective owners and are subject to their own terms and copyright protections. QCDx does not claim ownership of third-party materials referenced on the Site.

5.4 Feedback

If you provide QCDx with comments, suggestions, or other feedback regarding the Site or our services ("Feedback"), you grant QCDx a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate such Feedback into our products and services without any obligation to you.

6. Acceptable Use

6.1 Permitted Uses

You may use the Site for lawful purposes consistent with these Terms, including to:

Access and read informational Content about QCDx and its technology
Download materials that QCDx has made available for download
Contact QCDx through provided contact channels for legitimate professional or business inquiries
Share links to publicly available pages of the Site

6.2 Prohibited Uses

You agree that you will not use the Site to:

Violate any applicable federal, state, local, or international law or regulation
Infringe any intellectual property, privacy, or other rights of QCDx or any third party
Transmit any unsolicited commercial communications, spam, or chain messages
Introduce viruses, malware, ransomware, or any other malicious code or harmful material
Attempt to gain unauthorized access to any part of the Site, its servers, or any network connected to the Site
Conduct denial-of-service attacks or otherwise interfere with the operation of the Site
Scrape, crawl, or systematically extract data from the Site without express written permission
Impersonate QCDx, its employees, partners, or any other person or entity
Use the Site in any manner that could damage, disable, overburden, or impair the Site's infrastructure
Use Content for any competitive intelligence, benchmarking, or commercial purpose without prior written authorization

7. Downloadable Resources

QCDx may make certain materials available for download from the Site, including whitepapers, scientific publications, technical briefs, and other documents. By downloading any such materials, you agree that:

Your use of downloaded materials is subject to the license set forth in Section 5.2 and any additional terms stated in the materials themselves
You will not redistribute, sell, sublicense, or publicly post downloaded materials without QCDx's prior written consent
Downloaded materials are provided as of their publication date and may not reflect the most current scientific findings, regulatory status, or company information
QCDx makes no representation that downloaded materials are free of errors, complete, or suitable for any particular purpose

Scientific publications and third-party research materials made available through the Site may be subject to separate copyright terms held by publishers or authors. Users are responsible for complying with any applicable terms governing such materials.

8. Disclaimers and Warranties

THE SITE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by applicable law, QCDx expressly disclaims all warranties, including but not limited to:

Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
Any warranty that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components
Any warranty regarding the accuracy, completeness, reliability, timeliness, or usefulness of any Content on the Site
Any warranty that defects in the Site will be corrected

QCDx does not warrant that any information on the Site is current, accurate, or complete. Scientific and technical information is subject to change as research progresses, and Content may not reflect the latest findings, regulatory developments, or clinical data.

9. Limitation of Liability

QCDX AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY CONTENT; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION; (iv) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE; OR (vi) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QCDX, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SITE OR ITS CONTENT, INCLUDING DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF QCDX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF QCDX AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF USE OR THE ACCESS TO AND USE OF THE SITE, EXCEED ONE HUNDRED DOLLARS ($100).

In jurisdictions that do not allow the exclusion or limitation of certain types of liability, QCDx's liability shall be limited to the maximum extent permitted by law.

QCDx shall not be liable for any harm resulting from your reliance on information obtained through the Site, including any medical, clinical, or diagnostic decisions made based on such information. You are solely responsible for evaluating the accuracy, completeness, and usefulness of any Content.

10. Indemnification

You agree to indemnify, defend and hold harmless QCDx, Inc. and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys' fees), or threats thereof, due to, arising out of or relating to (a) your breach of these Terms or the documents they incorporate by reference; (b) your violation of any law or the rights of a third-party; (c) your use of the Site (including any personal injury, death, or damage to real or tangible personal property arising from or connected with your use of the Site); (d) your violation of the rights of a third party, including but not limited to intellectual property rights; or (e) any misuse of Content obtained from the Site.

In the event of such a claim, suit, or action, we will attempt to provide you notice of the claim, suit, or action at the contact information we have on file (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). QCDx reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with QCDx in asserting any available defenses. You agree that the provisions in this section will survive any termination of these Terms or your access to the Site.

11. Third-Party Links and Resources

The Site may contain hyperlinks to third-party websites, including scientific databases, regulatory agency publications, industry organizations, partner websites, and social media platforms. These links are provided for convenience and informational purposes only. QCDx does not endorse, control, or assume any responsibility for the content, privacy practices, or accuracy of any third-party websites.

Your access to and use of linked third-party sites is governed by the terms and privacy policies of those sites. QCDx encourages you to review those policies before providing any personal information or relying on any content found on third-party sites.

12. Privacy

Your use of the Site is also governed by our Privacy Policy, available at www.qcd-x.com/privacy-policy, which is incorporated into these Terms by reference. By using the Site, you consent to our collection and use of your information as described in the Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy with respect to privacy matters, the Privacy Policy shall control.

13. Forward-Looking Statements

The Site may contain forward-looking statements, including statements about QCDx's technology, research pipeline, business strategy, market opportunities, and anticipated developments. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied.

Forward-looking statements are based on information available at the time of publication and speak only as of that date. QCDx undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Nothing on the Site should be construed as a representation, guarantee, or promise regarding future performance or outcomes.

14. No Offer of Securities

Nothing on this Site constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security or investment product. Any investor-related information on the Site is provided for general informational purposes only and does not constitute investment advice. You should consult a qualified financial advisor before making any investment decisions.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute or claim arising out of or related to them, their subject matter, or their formation (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of law principles.

15.2 Jurisdiction and Venue

Any legal action or proceeding arising out of or relating to these Terms or your use of the Site shall be brought exclusively in the state or federal courts of competent jurisdiction located in Connecticut. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

15.3 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND QCDX EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SITE.

15.4 Class Action Waiver

YOU AND QCDX AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

16. Consent to Receive Electronic Communications

QCDx may communicate with you using email, phone calls, chatbots, and text messages, including autodialed or prerecorded calls and text messages, at any email address or telephone number that you provide us, to: (1) provide customer support; (2) resolve a dispute; (3) poll your opinions through surveys or questionnaires; or (4) as otherwise necessary to provide services in connection with the Site or enforce these Terms, our policies, applicable law, or any other agreement we may have with you. By visiting the Site or communicating with QCDx, you consent to receive electronic communications from QCDx (e.g., via email). You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

To the extent offered by QCDx, if you would like to receive marketing via mobile texts and alerts, you may sign up to do so. By signing up, you provide your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of us at the mobile number you've provided. You understand that consent is not a condition of purchase. Message and data rates may apply.

If you do not wish to have your contact information used by QCDx, you can opt-out by: (a) informing us of your preference at the time you complete any form on or through the Site which we collect your data; (b) following the opt-out instructions at the bottom of the emails or texts we send you; or (c) sending an email to info@qcd-x.com stating your request. Please note that we may also send you non-promotional communications, however you will not be able to opt-out of these communications (e.g., communications regarding our Site; and communications about updates to these Terms and the Privacy Policy). If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms.

QCDx may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations or chatbot exchanges you have with QCDx or its agents for quality control and training purposes, or for our own protection. We reserve the right to take such action as we in our sole discretion deem fit in respect of any e-mail or other communication which contains threatening, abusive, malicious, pornographic, obscene, defamatory, or otherwise illegal or inappropriate material.

17. General Provisions

17.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices posted by QCDx on the Site, constitute the entire agreement between you and QCDx with respect to your use of the Site and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

17.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from the remaining Terms and shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

17.3 Waiver

QCDx's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of a breach or default under these Terms must be in writing signed by an authorized representative of QCDx to be effective.

17.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without QCDx's prior written consent. QCDx may freely assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

17.5 Force Majeure

QCDx shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, acts of government, power failures, internet disruptions, or other events of force majeure.

17.6 No Agency

Nothing in these Terms creates any partnership, joint venture, employment, franchise, or agency relationship between you and QCDx. You do not have authority to make any commitments on QCDx's behalf.

17.7 Survival

Even after your right to use the Site is terminated, the obligations and liabilities of the parties incurred prior to the termination date shall survive the termination and these Terms will remain enforceable against you. Provisions that, by their nature, should survive termination of these Terms shall survive termination, including without limitation: any obligation you have to indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

17.8 Termination

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by ceasing to use the Site. We are free to terminate or suspend your access to the Site (or any part thereof), if (i) you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, or (ii) for any other reason in our sole discretion. We may also terminate these Terms at any time without notice. Under no circumstances shall QCDx be responsible or liable for any direct, indirect, consequential, or other losses or damages suffered by you or any other person or entity due to any such termination or suspension of access.

18. Contact Information

If you have questions or concerns about these Terms of Use, please contact us: