Effective Date: December 31, 2025

These Terms and Conditions (“Terms”) govern access to and use of the websites, applications, software, APIs, preview features, and related services (collectively, the “Services”) provided by FacialDx, Inc., a Florida corporation (“FacialDx”). By accessing or using the Services, you agree to be bound by these Terms, the Privacy Policy, the Consent Agreement, and, where applicable, the Parental Consent Agreement (collectively, the “Policies”), all of which are incorporated by reference. If you do not agree, do not use the Services.

1. Eligibility and Acceptance

You represent and warrant that:

· You are at least eighteen (18) years of age; or

· You are a minor using the Services solely with valid, verifiable consent of a parent or legal guardian.

Your continued use of the Services constitutes acceptance of these Terms and all incorporated Policies.

2. Order of Precedence

In the event of any conflict:

1. The Privacy Policy governs data practices and consumer rights;

2. Consent Agreements govern permissions and authorizations;

3. These Terms govern platform access, use, liability, and enforcement.

3. Nature and Intended Use of the Services

FacialDx provides consent-based, automated facial analysis software intended exclusively for informational, educational, and wellness-related purposes.

The Services:

· Do not provide medical screening, diagnosis, treatment, monitoring, or prediction;

· Are not intended for clinical, therapeutic, or emergency use;

· Do not replace professional medical, psychological, or legal advice.

Outputs reflect generalized pattern analysis and must not be relied upon for health or clinical decisions.

4. No Professional Advice

You agree not to use the Services for medical, diagnostic, or clinical decision-making. Always consult a qualified professional regarding health, legal, or other regulated matters.

FacialDx is implementing a HIPAA-compliant operating environment and may act as a Business Associate with respect to certain Services, customers, or integrations only where a valid Business Associate Agreement (BAA) is executed.

Facial images and associated metadata may constitute Protected Health Information (PHI) when processed on behalf of a Covered Entity or in a HIPAA-regulated context; PHI is handled in accordance with HIPAA, applicable state health data laws, and the Privacy Policy.HIPAA obligations apply solely where a BAA or other legally required arrangement is in effect. Nothing herein creates HIPAA obligations in the absence of such agreement.

You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. You agree to provide accurate, lawful, and current information.

We may suspend or terminate access to protect users, comply with the law, or enforce these Terms.

User Content and Consent

You may submit images, biometric-related data, or other content (“User Content”) only if you have all legal rights and required consents. Represent that all necessary consents have been obtained; Grant FacialDx a limited, revocable, non-exclusive license to process such content solely to provide the Services;

Ownership of User Content remains with you.

8. Compliance with State Privacy and Consumer Health Data Laws FacialDx complies with applicable U.S. privacy and consumer health data laws, including but not limited to:

Washington My Health My Data Act; Nevada Consumer Health Data Privacy Law;California Consumer Privacy Rights Act (CPRA); Colorado, Virginia, Connecticut, and Utah privacy statutes.User rights and consent controls are described in the Privacy Policy. Data Security.

9. We employ reasonable administrative, technical, and organizational safeguards appropriate to the nature of the data processed. No system can be guaranteed to be completely secure.

10. Prohibited Uses You agree not to: Use the Services unlawfully, deceptively, or harmfully; Reverse engineer or circumvent safeguards; Use outputs for medical, diagnostic, surveillance, or eligibility determinations; Upload content that infringes third-party rights or violates the law.

11. Intellectual Property All Services, software, designs, trademarks, and content (excluding User Content) are owned by or licensed to FacialDx and protected by intellectual property laws. No rights are granted except as expressly stated.

12. Subscriptions, Preview Features, and Billing Certain features require paid subscriptions. Pricing, billing cycles, auto-renewal, and cancellation terms are disclosed at purchase. Preview or free features may be modified or discontinued at any time. Fees are non-refundable except as required by law.

13. Third-Party Services: The Services may integrate with third-party services. FacialDx is not responsible for third-party content, availability, or practices.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

15. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, FACIALDX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA OR PROFITS.

16. IndemnificationYou agree to indemnify and hold harmless FacialDx and its affiliates from claims arising from your use of the Services or violation of these Terms.

17. Termination We may suspend or terminate access at any time for violations, misuse, or legal or security risk. Upon termination, all rights to use the Services cease.

18. Changes to These Terms. We may update these Terms periodically. Continued use of the Services after changes become effective constitutes acceptance.

19. Governing Law and Venue These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles. Any disputes shall be resolved exclusively in the state or federal courts located within Florida, unless otherwise required by law.

20. Contact Information – contact@facialdx.com