Calaris Diagnostics, Inc.Terms of Use
Effective Date: November 21, 2025
Last Updated: May 6, 2025
1. Acceptance of these Terms
These Terms of Use ("Terms") govern your access to and use of the website calarisdx.com and any associated subdomains (collectively, the "Site"), operated by Calaris Diagnostics, Inc. ("Calaris," "we," "us," or "our").By accessing or using the Site, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Site.These Terms apply to all visitors, users, and others who access the Site.
2. Changes to these Terms
We may modify these Terms at any time at our sole discretion. When we do, we will update the "Last Updated" date at the top of this document and, where appropriate, provide additional notice. Material changes will be effective when posted unless otherwise stated.Your continued access to or use of the Site after any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Site.
3. About Calaris and the Site
Calaris Diagnostics, Inc. is a Delaware corporation engaged in the development of diagnostic products. The Site is provided for informational purposes only: to share information about Calaris, our scientific approach, our pipeline, our team, and our company news.The Site is not intended to provide medical advice, diagnosis, or treatment recommendations to any individual. The Site is not a medical product, a clinical decision support tool, or a substitute for professional medical judgment.
4. Eligibility
The Site is intended for users who are at least 16 years of age. By using the Site, you represent and warrant that you are at least 16 years of age and have the legal capacity to enter into these Terms in the jurisdiction in which you reside.If you are accessing the Site on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
5. Permitted use
Subject to your compliance with these Terms, Calaris grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for lawful informational purposes.You may view, download, and print pages from the Site for your personal or internal business reference, provided that you do not modify or remove any copyright, trademark, or other proprietary notices.
6. Prohibited use
You agree not to:Use the Site in any manner that violates any applicable law, regulation, or contractual obligation.Use the Site to transmit any unlawful, harassing, defamatory, fraudulent, obscene, or otherwise objectionable content.Attempt to gain unauthorized access to the Site, our servers, or any related systems or networks.Interfere with or disrupt the operation of the Site, including by introducing viruses, worms, malware, or other harmful code.Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our prior written consent, except for legitimate search engine indexing.Reverse engineer, decompile, or disassemble any part of the Site.Use the Site to collect or harvest personal information about other users.Frame, mirror, or otherwise replicate any portion of the Site without our prior written consent.Misrepresent your identity or affiliation when contacting us through the Site.Use the Site for any commercial purpose without our prior written consent.
7. Intellectual property
7.1 Calaris content
All content on the Site including text, graphics, logos, images, illustrations, scientific descriptions, charts, software, and the design and layout of the Site itself, is owned by Calaris or its licensors and is protected by copyright, trademark, trade dress, and other intellectual property laws.Except for the limited license granted in Section 5, no rights to the Site or any of its content are granted to you by these Terms, by implication, by estoppel, or otherwise.
7.2 Trademarks
"Calaris," "Calaris Diagnostics," "SALCheck," the Calaris logo, and other names, marks, and logos appearing on the Site are trademarks or registered trademarks of Calaris Diagnostics, Inc. or its affiliates. You may not use any Calaris trademark without our prior written consent.Other trademarks, service marks, and trade names referenced on the Site are the property of their respective owners and are used solely for identification purposes. Their inclusion does not imply any affiliation with, sponsorship by, or endorsement by their respective owners.
7.3 Feedback
If you choose to provide us with any suggestions, feedback, or ideas regarding the Site, our products, or our company, you grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and otherwise exploit such feedback for any purpose, without obligation or compensation to you.
8. No medical advice
THE SITE DOES NOT PROVIDE MEDICAL ADVICE.
The content on the Site is for informational and educational purposes only. It is not intended to be, and should not be construed as, medical advice, professional diagnostic services, treatment recommendations, or a substitute for professional medical judgment.If you are a patient or have a medical concern, you should consult a qualified healthcare professional. Never disregard professional medical advice or delay seeking it because of something you have read on the Site.If you are a healthcare professional, the information on the Site is provided for general awareness and is not intended to direct or substitute for clinical decision-making. Any clinical decision must be based on the professional's own judgment, the patient's specific circumstances, and the applicable standard of care.In an emergency, call your local emergency number or seek immediate medical attention.
9. Investigational status of products
CALARIS PRODUCTS, INCLUDING ALL SALCHECK™ PRODUCTS, ARE INVESTIGATIONAL AND ARE NOT CURRENTLY AVAILABLE FOR DIAGNOSTIC USE.
All references on the Site to Calaris products, including SALCheck™ Liver, SALCheck™ Oral Cancer, SALCheck™ OPC, or any other product or product candidate, refer to products that are in development. These products have not been cleared, authorized, or approved by the United States Food and Drug Administration (FDA) or any other regulatory authority for diagnostic use.Nothing on the Site constitutes a representation that any Calaris product is, or will become, available for sale, clinical use, or any other purpose. Statements about regulatory pathway, development progress, or anticipated availability are forward-looking and subject to substantial change.
10. Forward-looking statements
The Site may contain statements that are forward-looking, including statements regarding Calaris's plans, objectives, expectations, intentions, and future development activities. Forward-looking statements may be identified by words such as "expect," "anticipate," "intend," "plan," "will," "may," "believe," "estimate," "design," or similar expressions.Forward-looking statements are based on current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. These factors include, without limitation: scientific and technical risks; clinical, regulatory, and manufacturing risks; the timing and outcome of regulatory submissions; the availability of capital; competitive dynamics; intellectual property risks; and changes in applicable laws and regulations.Calaris undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. You should not place undue reliance on any forward-looking statement.
11. No offer of securities
No information on the Site constitutes an offer to sell, or a solicitation of an offer to buy, securities of Calaris Diagnostics, Inc. or any of its affiliates. Any private financing activities undertaken by Calaris are conducted in accordance with applicable securities laws and exemptions and are extended only to persons with whom Calaris or its representatives have a pre-existing substantive relationship.For additional information, see our Securities Disclosure page.
12. Third-party links and content
The Site may contain links to third-party websites, services, or resources, including but not limited to our LinkedIn page and external scientific publications. These links are provided as a convenience and do not constitute an endorsement of the linked content.Calaris is not responsible for the availability, accuracy, content, products, or services of any third-party site or service. Your access to and use of any third-party site or service is at your own risk and subject to the terms and policies of that third party.
13. PrivacyYour use of the Site is also governed by our Privacy Policy, which describes how we collect, use, and share information about you. By using the Site, you acknowledge that you have read and understood our Privacy Policy.
14. Disclaimers
THE SITE AND ALL CONTENT, MATERIALS, AND INFORMATION PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
To the fullest extent permitted by applicable law, Calaris disclaims all warranties, including but not limited to: warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, security, and availability. Calaris does not warrant that the Site will be uninterrupted, error-free, secure, or free of viruses or other harmful components.Without limiting the foregoing, Calaris makes no representation or warranty regarding the accuracy, currency, or completeness of any scientific information, regulatory information, market data, or other content on the Site. Information on the Site is subject to change without notice.Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions in this Section 14 apply to the maximum extent permitted by applicable law.
15. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CALARIS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SITE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF CALARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
To the fullest extent permitted by applicable law, the total aggregate liability of Calaris and its affiliates for any claim arising out of or relating to the Site or these Terms will not exceed one hundred United States dollars (US $100).Some jurisdictions do not allow the limitation or exclusion of liability for certain types of damages. In those jurisdictions, the limitations in this Section 15 apply to the maximum extent permitted by applicable law.
16. IndemnificationTo the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Calaris, its affiliates, and their respective officers, directors, employees, agents, advisors, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your violation of any rights of any third party.
17. TerminationWe may suspend or terminate your access to the Site at any time, with or without cause, with or without notice, at our sole discretion. Without limiting the foregoing, we may suspend or terminate your access if we believe you have violated these Terms or applicable law.Upon termination, the provisions of these Terms that by their nature should survive termination will survive, including without limitation Sections 7 (Intellectual property), 8 (No medical advice), 9 (Investigational status of products), 10 (Forward-looking statements), 11 (No offer of securities), 14 (Disclaimers), 15 (Limitation of liability), 16 (Indemnification), 18 (Governing law and dispute resolution), and 20 (General).
18. Governing law and dispute resolution
18.1 Governing law
These Terms and any dispute arising out of or relating to these Terms or your use of the Site will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
18.2 Mandatory binding arbitration
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THAT DISPUTES BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS YOUR ABILITY TO PURSUE LITIGATION OR CLASS ACTION.
Except as set out in Section 18.4, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site (a "Dispute") will be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.The arbitration will be conducted in English and will take place in Wilmington, Delaware, unless you and Calaris agree otherwise. The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of these Terms is void or voidable.Judgment on the arbitral award may be entered in any court of competent jurisdiction.
18.3 Class action waiver
YOU AND CALARIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING.
The arbitrator may not consolidate the claims of multiple persons and may not preside over any form of representative or class proceeding. If a court or arbitrator determines that the class action waiver in this Section 18.3 is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the entire arbitration provision in Section 18.2 will be null and void.
18.4 Exceptions to arbitration
Notwithstanding Section 18.2, either party may: (a) bring an individual claim in small claims court if the claim is within that court's jurisdiction; or (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights, confidential information, or to prevent unauthorized access to the Site.
18.5 Opt-out
You may opt out of the arbitration agreement and class action waiver in this Section 18 by sending written notice to info@calarisdx.com within 30 days of your first use of the Site. Your notice must include your full name, address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.
19. International users
The Site is operated from the United States and is intended for users located in jurisdictions where Calaris's content is lawful. If you access the Site from outside the United States, you do so at your own initiative and are responsible for compliance with applicable local laws.Calaris makes no representation that the Site or its content is appropriate or available for use in any particular jurisdiction. Access to the Site from any jurisdiction where the content is illegal is prohibited.
20. General
20.1 Entire agreement
These Terms, together with the Privacy Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and Calaris regarding your use of the Site, and supersede all prior or contemporaneous communications and proposals.
20.2 Severability
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
20.3 No waiver
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Calaris.
20.4 Assignment
You may not assign or transfer these Terms or your rights under them, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice. Any attempted assignment in violation of this Section is void.
20.5 Notices
We may provide notices to you by posting on the Site, by email, or by other reasonable means. You may provide notices to us by email at info@calarisdx.com.
20.6 Headings
Section headings are for convenience only and do not affect the interpretation of these Terms.
20.7 Relationship of parties
Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Calaris.
21. How to contact us
If you have questions about these Terms, please contact us: Calaris Diagnostics, Inc.
Email: info@calarisdx.com
Website: https://calarisdx.com