TERMS OF SERVICE & CONDITIONS

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 they are a sophisticated party acting for a business/organization and not as a consumer.

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.

  • 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.

5.) 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.

6.) 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.

7.) 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.

8.) Limitation of Liability and Indemnification MPB’s total liability is limited to fees paid by the User in the preceding 12 months. Users agree to indemnify MPB from any claims, including third-party claims, arising out of the accuracy of data provided by User or User’s failure to conduct adequate due diligence

9.) Dispute Resolution, Venue, and Governing Law Any dispute shall be resolved through binding arbitration in Kentucky without reference to the Kentucky conflicts of laws principles. 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 conflicts of law. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

10.) 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.