Terms of Service

1. Acceptance of Terms

By accessing or using the VivaMed Drug Invention Submission Program ("Program"), you agree to be bound by these Terms, the Program Rules, and all applicable laws and regulations. These Terms are a legally binding contract. By clicking Submit or uploading any materials, you agree to these Terms. This Program is a business intake, not a sweepstakes or contest.

2. Controlling Terms; Conflicts

The Program Rules, Privacy Policy, FAQs, and on‑site notices summarize aspects of the Program. If there is any conflict or ambiguity, these Terms and the Program Rules control. Assignment & Reversion apply to all Submissions and are effective upon upload/submit.

3. Rights in Materials

(a) Submissions. Upon upload/submit, you grant VivaMed an assignment of all right, title, and interest in the Invention for an exclusive Evaluation Period of 90 days. This assignment is subject to automatic reversion. VivaMed may evaluate, analyze, and pitch the asset to partners. If VivaMed does not file a patent or execute a license/LOI within 90 days (subject to documented extensions), Patent Rights will automatically revert to you.

(b) Data License. Notwithstanding any IP Reversion, you grant VivaMed an irrevocable, perpetual, worldwide, transferable, royalty-free license to retain, use, modify, and train machine learning models on all Submission Data (including code, datasets, and notebooks). This Data License is the consideration for our evaluation services and survives any reversion.

(c) Other Materials. Materials clearly designated as not a Submission are licensed to VivaMed on a limited internal‑evaluation basis.

4. Confidentiality

VivaMed maintains confidentiality during evaluation and will not publicly disclose Enabling Details before a patent filing. VivaMed may share Submissions with employees, consultants, advisors, and potential partners under appropriate confidentiality (NDA) obligations.

Protection of Patentability. VivaMed will not sell or externally publish Enabling Details of a specific invention until after a patent is filed. Aggregate or anonymized data may be used for internal modeling and R&D without affecting patentability.

5. Intellectual Property and Compensation

5A. Assignment subject to Reversion. Upon Submission, you assign all right, title, and interest in the Invention to VivaMed. VivaMed shall have an exclusive Evaluation Period of 90 days to elect to pursue commercialization.

5B. IP Reversion. If VivaMed does not file a patent application or execute a license/LOI within the Evaluation Period, ownership of the specific Patent Rights in the Invention shall automatically revert to you.

5C. Perpetual Data License. Regardless of IP Reversion, VivaMed retains a perpetual, irrevocable right to use your Submission Data for model training, aggregation, and internal research. You acknowledge that trained models cannot be "un-trained."

5D. Compensation (Total Deal Revenue). If VivaMed licenses or sells Derived IP from your Submission, you may receive 10% of Total Deal Revenue (cash, milestones, royalties, sublicense income) until cumulative payouts reach $1,000,000 USD. No payments are guaranteed — most submissions do not result in payment.

5E. Extension for Documented Negotiations. If VivaMed has received a written term sheet, documented diligence request, or bona fide written offer by day 90, the period extends by up to 60 additional days (max 150 days total).

6. Your Representations and Warranties

You represent that: you are 18+; you are a sole inventor; the Submission is original and non‑infringing; you included no third‑party confidential information; you have no conflicting obligations; the Submission does not include select agents/toxins; you are not a restricted party; and you will accurately disclose AI tools used.

7. Disclaimers

Not Medical Advice. The Program and site content are for research purposes only. Nothing here is medical advice, clinical guidance, or legal advice.

8. Limitation of Liability

To the maximum extent permitted by law, VivaMed Biopharma Inc is not liable for indirect, incidental, special, consequential, or punitive damages arising from participation in the Program.

9. Governing Law & Dispute Resolution

These Terms are governed by Arizona law. Any disputes shall be resolved via binding arbitration under AAA rules in Scottsdale, AZ. You waive any right to participate in a class action.

10. Contact