Effective Date: January 1, 2026

These Terms of Service & Conditions (“Terms”) govern all access to and use of the MPB platform, website, and transactions facilitated by Medical Patents Broker Inc. (“MPB”). By using the platform, the User (“User”) agrees to be bound by these Terms.

  1. Eligibility and Business Use The MPB platform is for business and professional use only. User confirms User is a sophisticated party (business to business) acting for a business/organization for the purpose of evaluating, listing, or transacting in high-value intellectual property, and has the full legal authority to bind said sophisticated party to all agreements, disclosures, and obligations.
  2. MPB’s Role and Limitations MPB is a transaction facilitator. MPB is not a law firm, financial advisor, or fiduciary. MPB does not provide legal, financial, or technical advice; verify ownership or validity; or negotiate final Transaction Documents.
  3. User Responsibilities Users must provide accurate information and conduct independent due diligence. MPB relies upon public information and Seller-provided data; all information is provided "as-is" without warranty.
  4. Fees and Commissions If a transaction occurs involving Intellectual Property introduced by MPB, MPB is entitled to a commission based on total gross consideration including cash, stock, royalties, milestone payments, or the assumption of debt.
  • 4.1 Payment Timing: Commission is due and payable immediately upon receipt of monetary payments or other assets convertible into cash by the Escrow Agent or the Seller/Licensor.
  • 4.2 Perpetual Commission Obligation: The obligation to pay MPB’s commission shall continue for as long as the Seller/Licensor (or its successors, assigns, or affiliates) receives monetary payments or Consideration of any kind associated with Intellectual Property where MPB was the procuring cause of the introduction.
  • 4.3 Procuring Cause Definition: MPB is the "procuring cause" if its platform initiated the chain of events that resulted in the transaction, regardless of subsequent changes to the deal structure or a break in direct MPB involvement.
  • 4.4 Duration: This obligation applies to all payments received during the remaining term of the Patent(s) or Related Assets.
  1. Disclosure of Related Intellectual Property Seller/Licensor shall disclose all "Related Assets" (continuations, CIPs, divisionals) sharing a common priority date, and the next USPTO Maintenance Fee due date.
  2. Non‑Circumvention Users shall not bypass MPB. This obligation remains in effect during use and for twenty-four (24) months after the last interaction between the User and MPB regarding a specific asset.
  3. Unauthorized Practice of Law (UPL) Disclaimer MPB is not a law firm. Users must consult their own legal counsel for the drafting or review of all legal instruments.
  4. Limitation of Liability and Indemnification MPB’s total aggregate liability for any claim—whether in contract, tort, or otherwise—is strictly limited to the greater of the fees actually paid by the User to MPB in the preceding twelve (12) months or $100.00 USD. User, affirming their status as a Sophisticated Party, agrees to indemnify and hold MPB harmless from any claims, including third-party claims, arising out of the accuracy of data provided by User or User’s failure to conduct independent legal and technical due diligence.
  5. Dispute Resolution, Venue, and Governing Law Any dispute shall be resolved through binding arbitration in Lexington, Kentucky, without reference to Kentucky conflict of laws principles. User and MPB hereby consent to the exclusive jurisdiction of the state and federal courts located in Kentucky without the requirement of posting bond. All acts and transactions pursuant hereto and the rights and obligations of the parties shall be governed by the laws of the Commonwealth of Kentucky, without giving effect to principles of conflict of law thereof. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.
  6. Tracking Technologies: Use of the MPB platform involves the placement of cookies to manage secure sessions and verify user status. User acknowledges that blocking essential cookies may result in a loss of platform functionality and is a breach of the technical requirements for using the service.
  7. PROFESSIONAL SERVICES DIRECTORY & ADVERTISERS
  • MPB may, from time to time, provide a directory of third-party service providers, including but not limited to Clinical Testing (CROs) / Escrow Agent / Financial Services, Independent Academic / Individual Inventor-Expert (This category is strictly reserved for individual inventor-experts and faculty members. Firms, CROs, and corporate entities must select the Institutional tiers on this page.) / Insurance Providers / Law Firm / Legal Services / Manufacturing/ Prototyping / Risk Management Providers / University Medical Research Depts / TTOs / Venture Capital.
  • 11.1 No Endorsement or Vetting: The appearance of an Advertiser on the MPB platform or the payment of an advertising fee to MPB does not constitute an endorsement, recommendation, or guarantee of the Advertiser’s qualifications, skills, or the quality of their work. MPB does not verify the credentials, licenses, or professional standing of any Advertiser.
  • 11.2 Independent Contracting: Any engagement, agreement, or contract entered into between a User and an Advertiser is strictly between those two parties. MPB is not a party to, and has no obligations under, such agreements. All billing, deliverables, and disputes arising from such engagements are the sole responsibility of the User and the Advertiser.
  • 11.3 Passive Conduit Limitation: MPB acts solely as a passive conduit for the publication of Advertiser information. MPB shall not be liable for any professional malpractice, negligence, errors, or omissions committed by any Advertiser.
  • 11.4 Release of Liability: User hereby releases MPB, its officers, and directors from any and all claims, demands, and damages arising out of or in any way connected with disputes between Users and Advertisers.
  • 11.5 IP Infringement & Responsibility: Advertiser represents and warrants that they own or have the necessary licenses for all text, logos, trademarks, and media provided to MPB for publication. Advertiser assumes sole legal responsibility for any Intellectual Property infringement claims arising from their listing. In the event MPB receives a notice of alleged infringement (e.g. Digital Millennium Copyright Act, Lanham Act, etc.), MPB reserves the right to remove the listing immediately without refund. Advertiser agrees to indemnify and hold MPB harmless against any costs, legal fees, or damages resulting from such claims.
  1. PROPRIETARY METHODOLOGIES & CONFIDENTIALITY All valuation methodologies, scoring systems, algorithms, and "trade secret metrics" used by MPB to evaluate Intellectual Property are the exclusive intellectual property and trade secrets of MPB. User acknowledges that any valuation estimate provided by MPB is for the User’s internal business records and may also be made known to Buyers/Licensees or publicly with permission of the Seller/Licensor. User shall not disclose, publish, or share MPB’s methodologies or the specific breakdown of its metrics with any third party without MPB’s express written consent. Unauthorized disclosure of MPB trade secrets is considered a material breach of these Terms and may result in immediate termination of services and legal action for the protection of trade secrets. User acknowledges that any unauthorized disclosure of MPB’s Trade Secrets will cause irreparable harm for which monetary damages would be inadequate, and User consents to MPB seeking injunctive relief in any court of competent jurisdiction to stop further unauthorized use or disclosure by User or any third party.
  2. EXTERNAL SERVICES AND THIRD-PARTY LINKS
  • 13.1 No Control Over External Content: The MPB Services Directory and other areas of the Platform contain links to third-party websites, portals, and digital resources (“External Sites”). These links are provided solely as a convenience to the User. MPB does not operate, control, or monitor these External Sites and is not responsible for the content, privacy policies, or professional practices of the entities operating them.
  • 13.2 No Warranty of Safety or Accuracy: MPB does not warrant that External Sites are free of malware, viruses, or other harmful components. MPB makes no representations regarding the accuracy or legality of any information, products, or services offered on External Sites.
  • 13.3 User Assumption of Risk: By clicking on a link to an External Site, the User acknowledges they are leaving the MPB Platform. Any transactions or interactions conducted on External Sites are governed by that site’s terms and conditions. MPB shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, or services available on or through any External Site.
  • 13.4 Professional Relationship Disclaimer: The inclusion of a link to an External Site within a Directory listing does not imply an affiliation, sponsorship, or "white-label" relationship between MPB and the third party.
  1. TERM AND TERMINATION
  • 14.1 Termination for Convenience: Either party may terminate its Services account or use of the Platform at any time upon written notice. Termination for convenience does not entitle a Directory advertiser to a refund of any prepaid annual fees.
  • 14.2 Immediate Termination for Material Breach: MPB reserves the right to terminate or suspend access to the Platform (including the Patent Maestro® Vault and Directory) immediately and without prior notice if MPB, in its sole discretion, determines that a User has:
    • (a) Violated the Confidentiality or Proprietary Methodologies provisions (Section 12);
    • (b) Attempted to bypass or circumvent MPB in a transaction (Non-Circumvention);
    • (c) Failed to meet the "Regulatory Nexus" eligibility requirements; or
    • (d) Engaged in conduct detrimental to the mission of advancing medical technology to the patient.
  • 14.3 Effect of Termination: Upon termination of any MPB Agreement, all licenses granted to the User shall immediately cease. The User must immediately discontinue use of all MPB proprietary data, valuation metrics, and Vault access.
  • 14.4 Survival of Covenants: The following obligations shall expressly survive the termination of any MPB Agreement for any reason:
    • Section 6 & 7 (Procuring Cause & Non-Circumvention);
    • Section 12 (Proprietary Methodologies & Confidentiality);
    • Section 8 & 11.4 (Limitation of Liability & Release);
    • Section 9 & 13 (Governing Law, Arbitration, & External Services).
  • 14.5 No Refund Policy: Termination for cause (as defined in Section 14.2) results in the immediate forfeiture of all Directory fees paid to MPB.

15. User’s Successors, Assigns, and Affiliates

A. Binding Effect; Successors and Assigns. These Terms shall be binding upon the User and MPB, and shall inure to the benefit of the Parties' respective permitted successors and assigns defined as:

    • (a) an Affiliate;
    • (b) a Subsidiary;
    • (c) a successor entity resulting from a merger, consolidation, or share exchange; or
    • (d) an entity that acquires all or substantially all of the assets or business of the transferring Party to which this Agreement relates.

B. Definitions. For purposes of these Terms:

    • "Affiliate" means any entity that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with a Party.
    • "Subsidiary" means any entity of which a Party owns, directly or indirectly, more than 50% of the outstanding voting securities or ownership interests.
    • "Control" (including the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

C. Operation of Law. Any transfer or assignment of and any Agreement subject to these Terms that occurs by operation of law—including but not limited to transfers resulting from a divestiture, spin-off, or corporate restructuring—shall be deemed a permitted assignment under these Terms, provided that the successor entity assumes all obligations in writing and provides formal notice to MPB within thirty (30) days of the effective date of the transfer.

16. Conflict Neutrality

MPB does not represent either side in a monetary or licensing agreement and does not act as any user’s agent for such agreement. MPB’s role is strictly to pass offers and messages between the parties until the hand-off to Seller/Licensor.

17. User’s Assumption of The Risk

A. Purpose: The commercialization of medical IP is characterized by extreme uncertainty. MPB provides these benchmarks to ensure the Client is informed of the "failure-to-success" ratios in this sector.

B. Estimated Probability of Reaching Market Success for a Medical Invention Targeting a $3 Billion Worldwide Total Addressable Market:

    • Pharmaceuticals | 1.0% – 1.2% | 98.8% – 99.0%
    • Medical Devices | 0.1% – 1.0% | 99.0% – 99.9%
    • Biologics | 0.5% – 1.5% | 98.5% – 99.5%

C. Affirmation of Risk: By using MPB’s marketplace, User affirms User has evaluated these percentages and determined the potential reward justifies the high statistical probability of total loss of investment. User acknowledges that MPB has not made, and User is not relying upon, any guarantees of commercial viability, regulatory approval, or future revenue.