Terms of Service
OncoFirm™ Diagnostics Corporation Effective Date: July-1-2026 | Version [2.0] Supersedes the Terms & Conditions dated April 1, 2025
1. Acceptance of These Terms
These Terms of Use (“Terms”) govern your access to and use of the websites operated by OncoFirm™ Diagnostics Corporation, a New York corporation (“OncoFirm,” “Company,” “we,” “our,” or “us”), including oncofirmdiagnostics.com, oncofirm.com, and any other website, subdomain, or web property that links to these Terms (collectively, the “Sites”).
By accessing or using the Sites, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not access or use the Sites.
These Terms constitute a binding agreement between you and the Company. Please read Section 15 (Disclaimer of Warranties), Section 16 (Limitation of Liability), and Section 18 (Governing Law and Dispute Resolution) carefully, as they limit our liability and affect how disputes are resolved.
2. Who May Use the Sites
The Sites are intended for use by licensed healthcare professionals, clinical laboratories, institutional purchasers, authorized distributors, research institutions, prospective commercial partners, and prospective investors who meet the qualifications described in Section 9.
The Sites are not directed to, and may not be used by, individuals under 18 years of age. The Sites are not intended for use by patients or general consumers for the purpose of obtaining medical information, diagnosis, or treatment.
We do not sell diagnostic products directly to consumers or patients. All product inquiries and transactions must be initiated through authorized distribution channels and are subject to separate written agreements.
3. Regulatory Status of Company Products
Read this section carefully. It governs how all product information on the Sites is to be understood.
The Company’s diagnostic products and technologies are in development. As of the Effective Date:
- No Company product has been cleared, approved, authorized, or otherwise granted marketing authorization by the U.S. Food and Drug Administration (“FDA”).
- No Company product is available for sale, distribution, or clinical use in the United States.
- Product images, device renderings, screen displays, and depicted test results appearing anywhere on the Sites are illustrative concept representations intended to convey design intent. They do not depict a commercially available product or actual test results.
- Performance characteristics, including sensitivity, specificity, limit of detection, time to result, and clinical utility, have not been established. Any performance figure, target, or specification appearing on the Sites is a development objective and not a validated claim.
Nothing on the Sites constitutes an offer to sell, a solicitation of an order for, or promotion of any product that has not received required marketing authorization in the applicable jurisdiction. Nothing on the Sites should be construed as a representation that any Company product is safe or effective for any purpose, or that any Company product will receive regulatory clearance or approval, on any timeline or at all.
Product availability, specifications, labeling, and regulatory status vary by jurisdiction. Availability of a product in one jurisdiction does not imply availability or authorization in any other.
4. Research Use and Investigational Use Designations
Where a Company product or material is designated “For Research Use Only. Not for use in diagnostic procedures,” it is furnished solely for research purposes. It is not for use in diagnostic or clinical procedures, and no clinical or diagnostic claim is made.
Where a Company product is designated “For Investigational Use Only. The performance characteristics of this product have not been established,” it is furnished solely for investigational use in accordance with applicable law, including any applicable investigational device requirements. It may not be used for clinical diagnosis or patient management.
You are responsible for ensuring that your use of any Company product or material conforms to its designation and to all laws applicable to you.
5. No Medical Advice
Content on the Sites is provided for informational and professional purposes only. It is not medical advice and is not a substitute for the judgment of a qualified healthcare professional.
Nothing on the Sites should be used for self-diagnosis, self-treatment, or to make decisions about patient care. If you are a patient or member of the public seeking guidance about cancer screening or symptoms, consult a licensed physician. If you believe you are experiencing a medical emergency, contact emergency services immediately.
Results of any Company product, if and when authorized, are to be interpreted only by qualified professionals in appropriate clinical settings and in conjunction with other clinical findings.
6. Statements About the Future
The Sites contain forward-looking statements regarding the Company’s research, development, regulatory strategy, manufacturing, partnerships, commercialization, and business prospects. Forward-looking statements may be identified by words such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “project,” “target,” “aim,” “designed to,” “intended to,” “potential,” and similar expressions.
Forward-looking statements reflect the Company’s expectations as of the date made and are subject to substantial risks and uncertainties, including risks relating to development outcomes, regulatory review, intellectual property, manufacturing scale-up, competition, and the Company’s ability to obtain financing. Actual results may differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by law.
7. Third-Party Information
Certain content on the Sites, including market data, epidemiological statistics, and scientific literature references, is derived from third-party sources. Such information has not been independently verified by the Company, and the Company makes no representation as to its accuracy or completeness.
8. Intellectual Property
All content on the Sites, including text, graphics, logos, images, product names, technology descriptions, whitepapers, data, and software, is the property of the Company or its licensors and is protected by United States and international intellectual property law.
OncoFirm™ and the OncoFirm logo are trademarks of the Company. Other marks appearing on the Sites are the property of their respective owners, and their appearance does not imply endorsement or affiliation.
You may view and download content for your own internal, non-commercial, informational use. You may not reproduce, distribute, publicly display, modify, create derivative works from, reverse engineer, scrape, or otherwise exploit any content without our prior written consent. No license to any patent, trademark, copyright, or trade secret is granted by implication or otherwise.
9. Investor Materials and Securities Notice
Nothing on the Sites constitutes an offer to sell, or a solicitation of an offer to buy, any security of the Company or any affiliated entity. No security is being offered by means of the Sites.
Any securities offering by the Company would be made only to qualified persons, in a private placement exempt from registration under the Securities Act of 1933, as amended, and applicable state securities laws, and solely through definitive offering documents. In the event of any inconsistency between content on the Sites and such definitive offering documents, the offering documents govern.
Access to confidential investor materials is subject to the Company’s Investor Disclaimer, execution of a non-disclosure agreement, and verification of investor qualification. Submission of an inquiry does not create any obligation on the part of the Company to provide materials or to accept any subscription.
No federal or state securities commission or regulatory authority has approved or disapproved of any securities of the Company, passed upon the merits of any investment, or passed upon the accuracy or adequacy of any information on the Sites.
The Investor Disclaimer is incorporated into these Terms by reference with respect to all investor-related content.
10. Distributor and Partner Inquiries
Submission of a distributor, partnership, or collaboration inquiry does not create a distribution relationship, agency, joint venture, partnership, or any binding commitment. Any such relationship arises only upon execution of a definitive written agreement signed by an authorized officer of the Company.
You represent that you hold all licenses, registrations, and authorizations required to distribute or handle in-vitro diagnostic products in your jurisdiction, and that you will not import, market, distribute, or use any Company product except in compliance with applicable law.
11. Export Controls and International Use
The Sites are controlled and operated from the United States. Company products and materials may be subject to United States export control laws and to the export provisions of the Federal Food, Drug, and Cosmetic Act governing devices not authorized for domestic marketing.
You agree not to export, re-export, or transfer any Company product, material, or technical data in violation of applicable law. We make no representation that content on the Sites is appropriate or available for use in any particular location. Persons who access the Sites from other jurisdictions do so on their own initiative and are responsible for compliance with local law.
12. Your Submissions
Any information you submit through a Site form, including inquiry forms, is subject to our Privacy Policy. Do not submit protected health information, patient-identifiable data, or any information you consider confidential unless a written confidentiality agreement is in place.
Except for personal information governed by our Privacy Policy, any unsolicited idea, suggestion, feedback, or material you submit is deemed non-confidential and non-proprietary, and you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation.
You represent that all information you submit is accurate and that you are authorized to submit it.
13. Prohibited Conduct
You agree not to: use the Sites for any unlawful purpose; attempt to gain unauthorized access to any Site, server, or account; introduce malware or any harmful code; interfere with the operation or security of the Sites; use automated means to access, scrape, or harvest content or contact information; misrepresent your identity, qualifications, or affiliation; or use content from the Sites to promote, sell, or distribute any product in violation of applicable regulatory requirements.
14. Third-Party Links
The Sites may contain links to third-party websites. Such links are provided for convenience only and do not constitute endorsement. The Company does not control and is not responsible for the content, accuracy, security, terms, or privacy practices of any third-party site. You access third-party sites at your own risk.
15. Disclaimer of Warranties
THE SITES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
The Company does not warrant that the Sites will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Sites are free of harmful components. The Company does not warrant the accuracy, completeness, or currency of any content, including scientific, technical, regulatory, or market information.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO USE, THE SITES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud.
17. Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any claim, demand, loss, liability, damage, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to your use of the Sites, your violation of these Terms, your violation of any applicable law or regulation, or your infringement of any third-party right.
18. Governing Law and Dispute Resolution
These Terms and any dispute arising out of or relating to them or to the Sites are governed by the laws of the State of New York, without regard to its conflict-of-laws principles.
You and the Company consent to the exclusive jurisdiction and venue of the state and federal courts located in Nassau County, New York, and waive any objection to such venue.
Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in New York, New York. You and the Company waive any right to a jury trial and to participate in a class action.]
Nothing in this Section limits the authority of any federal or state regulatory agency, including the U.S. Securities and Exchange Commission, the U.S. Food and Drug Administration, or the New York State Attorney General, or restricts your right to communicate with, file a complaint with, or provide information to any such agency.
19. Accessibility
The Company is committed to making the Sites accessible to people with disabilities and works toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. If you encounter a barrier to access, contact us at [ACCESSIBILITY EMAIL] and we will work to address it.
20. Modification, Suspension, and Termination
We may modify these Terms at any time by posting a revised version with an updated Effective Date. Material changes will be indicated by the version number. Your continued use of the Sites after a revision constitutes acceptance. Prior versions are available on request.
We may modify, suspend, restrict, or discontinue any Site or any portion of it, and may restrict or terminate your access, at any time and without notice.
21. General
Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions remain in full force.
Entire Agreement. These Terms, together with the Privacy Policy and, where applicable, the Investor Disclaimer, constitute the entire agreement between you and the Company regarding the Sites, and supersede all prior website terms including the Terms & Conditions dated April 1, 2025.
No Waiver. Our failure to enforce any provision is not a waiver of it.
Assignment. You may not assign these Terms. We may assign them without restriction.
No Third-Party Beneficiaries. These Terms create no rights in any third party.
Survival. Sections 3, 4, 5, 6, 8, 9, 12, and 15 through 21 survive termination.
Headings. Headings are for convenience only and do not affect interpretation.
22. Contact
OncoFirm™ Diagnostics Corporation Port Washington, NY 11050 Phone: +1 516.900.2606
General inquiries: oncofirm@gmailcom Compliance and regulatory: info@oncofirmdiagnosticscom Investor relations: info@oncofirmdiagnosticscom Privacy: info@oncofirmdiagnosticscom Accessibility: info@oncofirmdiagnosticscom