Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") govern your access to and use of the website located at luciplex.ai (the "Site") and the software products made available through it, including LIS, Inventory, Phlebotomy, Courier, and EOB Reader (collectively, the "Services"). By accessing the Site or using the Services, you agree to be bound by these Terms. If you do not agree, do not access the Site or use the Services.

2. Who We Are

"Luciplex," "we," "us," or "our" refers to [Legal entity name — TBD], a [State of incorporation — TBD] corporation.

3. Who These Terms Apply To

Luciplex provides the Services to clinical and blood laboratories and similar organizations ("Customers") under a separate written agreement or order form executed between Luciplex and the Customer (an "Agreement"). These Terms apply to your use of the public Site generally. Where a conflict exists between these Terms and a Customer's Agreement, the Agreement governs for that Customer's use of the Services.

4. Description of Services

Luciplex offers a suite of laboratory software products, including:

• LIS — laboratory information system for patient, order, and result management
• Inventory — reagent and supply inventory management
• EOB Reader — insurance payment and denial analytics
• Courier — specimen pickup dispatch and logistics
• Phlebotomy — mobile blood draw dispatch

Not every product is generally available at all times; current availability is indicated on the Site. We may add, modify, or discontinue features of the Services at any time.

5. Accounts

Access to the Services is provisioned by Luciplex or by a Customer's designated administrator. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at info@luciplex.ai of any unauthorized use of your account.

6. Subscriptions, Fees, and Billing

Use of the Services is subject to the fees, billing frequency, and subscription term set forth in your Order Form or Agreement with Luciplex. Services are generally billed annually; monthly billing is available at an additional charge. A one-time onboarding fee applies to new accounts. Current pricing is available on request and is not binding until confirmed in a signed Order Form or Agreement.

7. Term, Renewal, and Cancellation

Your right to use the Services begins on the effective date of your Agreement and continues for the term stated in that Agreement. Renewal, cancellation, and any applicable refund terms are governed exclusively by your Agreement with Luciplex, not by these Terms.

8. Customer Data

"Customer Data" means the data a Customer or its authorized users submit to the Services, including reagent, inventory, patient, order, and billing information. As between Luciplex and a Customer, the Customer owns its Customer Data. We use Customer Data only to provide, maintain, and support the Services, and as otherwise permitted by the Customer's Agreement and our Privacy Policy. Where Customer Data includes protected health information, it is handled in accordance with a Business Associate Agreement executed with the applicable Customer.

9. Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, consistent with the SOC 2 and HIPAA-readiness commitments described on our Site. No system is completely secure, and we cannot guarantee that unauthorized access, disclosure, or loss of data will never occur.

10. Acceptable Use

You agree not to:

• Use the Services in violation of applicable law;
• Attempt to gain unauthorized access to the Services or related systems;
• Interfere with or disrupt the integrity or performance of the Services;
• Upload viruses, malware, or other harmful code;
• Reverse engineer or attempt to extract the source code of the Services, except where applicable law permits; or
• Use the Services to store or transmit content that infringes the rights of any third party.

11. Intellectual Property

The Site and the Services, including all software, text, graphics, logos, and other content (excluding Customer Data), are the property of Luciplex or its licensors and are protected by intellectual property laws. Except for the limited right to access and use the Services granted under your Agreement, no rights are granted to you in the Site or the Services.

12. Medical Disclaimer

The Services are administrative and operational tools intended to support laboratory workflows. They are not intended to provide, and do not provide, medical advice, diagnosis, or treatment. Clinical decisions remain the sole responsibility of qualified healthcare professionals.

13. Third-Party Links

The Site may contain links to third-party websites. We do not control and are not responsible for the content, accuracy, or practices of any linked site.

14. Disclaimers

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED AGREEMENT BETWEEN YOU AND LUCIPLEX.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCIPLEX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE SERVICES. LUCIPLEX'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OR YOUR USE OF THE SITE WILL NOT EXCEED THE AMOUNTS SET FORTH IN YOUR AGREEMENT, OR, IF NONE, ONE HUNDRED U.S. DOLLARS ($100).

16. Indemnification

You agree to indemnify and hold harmless Luciplex and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of your violation of these Terms or misuse of the Site.

17. Governing Law

These Terms are governed by the laws of the [State — TBD], United States, without regard to its conflict-of-laws principles.

18. Changes to These Terms

We may update these Terms from time to time. Changes are effective when posted to the Site. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

19. Contact Us

Questions about these Terms can be sent to info@luciplex.ai.