TERMS AND CONDITIONS

The following “Terms and Conditions” (collectively, the “Terms”) govern the online educational course (the “Course”) (as defined in Section I(I) of these Terms) owned, operated and offered by MC5 Advisory, LLC (“MC5”), having a business address of P.O. Box 30866, Phoenix, Arizona 85046. By registering and purchasing the Course, persons warrant they read the below Terms, fully understood the Terms and agreed unconditionally to all the Terms.

I. DEFINITIONS OF PARTIES, ETC.

In addition to certain words and phrases defined in the body of these Terms (i.e., MC5), the following definitions apply to these Terms.

A. Course Provider: MC5, as the creator, operator and publisher of the Course, is referred to as the “Course Provider.” The Course Provider is responsible for providing the Course to persons who register for and pay for the Course. The term “Course Provider,” if applicable, refers to all employees and affiliates of the Course Provider.

B. Participant: The terms “Participant” or “Participants” refer to a person(s) who registers and purchases the Course and uses the Course Provider’s website mc5advisory.com (the “Website”) for Course purposes.

C. Parties & Party: Collectively, the Course Provider is an individual Participant and all Participants then enrolled in the Course are referred as the “Parties.” The term “Party” refers to the Course Provider and each individual Participant.

D. Materials: Collectively, the term “Materials” includes documentation, data, worksheets, lesson plans, and/or any other type of information developed by the Course Provider which may assist Participants in their engagement and educational experience with the Course;

E. KPIs and KPI: The terms “KPIs” and “KPI” refer to key performance indicators including, but not limited to, Time Period (in months), Number of New Customers, Average Revenue per Customer, Total Sales and Marketing Expenses, Number of Leads, Number of Qualified Opportunities, Number of Closed Opportunities, Win Rate, Sales Velocity (in months), Sum of Revenue for Tim Period, and Customer Acquisition Costs;

F. Input Data: The phrase “Input Data” refers to certain business metrics such as Sales and Marketing Expenses (monthly time period), Date of First Contact, Deal/Lead Name, Date Closed, Amount of Opportunity and whether the customer was a new client. The Input Data will be used to calculate the KPIs in general, and the “First” and “Second KPIs” defined immediately below.

G. First KPIs: The term “First KPIs” refers to the KPIs determined by Input Data provided by each participant prior to taking the Course;

H. Second KPIs: The term “Second KPIs” refers to the KPIs determined by Input Data each Participant shall provide the Course Provider within six (6) to twelve (12) months following completion of the Course and before participating in the “Follow Up Session” defined below;

I. MSF: The term “MSF” refers to the Multifaceted Sales Framework methodology;

J. Course: The term Course refers to the educational setting where Participants will learn about the MFS methodology. The term “Course” also includes, but is not limited to, the Materials, a “community platform” where Participants can interact with each other concerning the Course and any information imparted by the Course Provider to Participants through the Course and its Website;

K. Follow Up Session: Subject to certain conditions, the Course Provider will meet with Participants on an individual basis (the “Follow Up Session”) to compare the improvement, if any, in a Participant’s First KPIs to their Second KPIs; and

L. Representatives: The term “Representatives” means a Party’s affiliates and each of their respective Personnel, officers, directors, managers, partners, shareholders, members, attorneys, third-party advisors, successors and permitted assigns.

II. COURSE DETAILS & TERMS

A. Course Details

1. The Course Provider is offering the Course to Participants. The “Course” is defined in Section I(I) of these terms, but generally consists of an online, digital course designed to teach the MSF methodology to Participants, supplemented by a “community platform” where Participants can interact with other Participants concerning the Course’s subject matter.

2. The Course will last a total of ten (10) weeks;

3. The goal of the Course is to have each Participant create an “Go-To-Market Plan” that improves each Participant’s KPIs;

4. Participants may take the Course at the same time as other Participants with the goal of increasing the educational experience for each Participant;

5. Upon registering and paying in full for the Course, each Participant will provide the Course Provider with their respective Input Data;

6. Participants shall provide the Course Provider with their respective Input Data tracked for six (6) months following completion of the Course as a condition precedent to attending the Follow Up Session; and

7. The Course Provider may hold the Follow Up Session approximately six (6) to (12) months after a Participant completes the entire Course.

B. Course Terms

1. The Course shall last no more than ten (10) weeks;

2. In addition to the Materials, completing written lessons and worksheets, and oral instruction, the “community platform,” etc., the Course includes a weekly 1.5-hour live group session with other Participants;

3. Participants are required to provide the First KPIs to the Course Provider prior to the beginning of the Course. This step must be completed in order to gain access to the Course and its materials. Except for a Participant’s name, a Participant’s First and Second KPIs will omit all identifying information related to a customer or any third-party;

4. Participants are required to pay upfront the total amount owed prior to taking the Course. The Course Provider will not refund any amount to those Participants who fail to gain access to the course because they did not provide First KPIs to the Course Provider or fail to complete the Course;

5. In the event a Participant completes some but not all of the Course during the ten (10) week period, the Participant will forfeit participation in the Follow Up Session;

6. Participants will have online access to the Course for one (1) year after the start date of the course;

7. Participants shall complete the Course sequentially; and

8. The Course Provider intends to hold Course sessions with all Participants at regularly scheduled times during each of the ten (10) weeks allotted for the Course.

9. The Course Provider reserves the right to use each Participant’s First and Second KPIs for marketing purposes. The Course Provider shall not identify the Participant associated with their First and Second KPIs unless given written permission to do so by the Participant.

III. LICENSE TO USE WEBSITE & ACCESS COURSE MATERIALS

The Course Provider may provide Participants with certain information as a result of the Participants participation in the Course. Such information may include, but is not limited to, the Materials and information contained on the Website. Pursuant to these Terms, the Course Provider grants Participants with a non-exclusive, limited, non-transferable and revocable license to use the Course, and all information learned from the Course and the Website, solely in connection with their participation in the Course, their use of the Website and for the Participant’s business purposes. All information relating to the Course shall not be used for any other purpose other than for the purposes stated above.

IV. INTELLECTUAL PROPERTY

Participants agree that the Materials, the Course, the Website, and any other services and/or information provided by the Course Provider are the property of the Course Provider, including all copyrights, trademarks, trade secrets, patents and other intellectual property (the “Company IP”). Participants agree that the Course Provider owns all right, title and interest in and to the Company IP and they will not use the Company IP for any unlawful or infringing purpose. Participants further agree not to reproduce and/or distribute the Company IP in any way including electronically or via registration of any new trademarks, trade names, services marks or Uniform Resource Locators (URLs), without express written permission from the Course Provider.

Participants further agree not:

(1). Take any action that interferes in any manner with the Course Provider’s Company IP;

(2). Challenge any right, title or interest of the Course Provider’s Company IP;

(3). Make any claim or take any action adverse to the Course Provider’s ownership of its Company IP;

(4). Register or apply for registrations, anywhere in the world, the Course Provider’s trademarks, or any other trademarks similar to the Course Provider’s trademarks or that incorporate such trademarks in whole or in confusingly similar part;

(5). Use any mark, anywhere, that is confusingly similar to the Course Provider’s Trademarks; and

(6). Misappropriate any of the Course Provider’s trademarks for use as a domain name without the Course Provider’s prior written consent.

V. PERSONAL AND IDENTIFYING INFORMATION

Upon registering for the Course, Participants are required to choose a user identifier, which may be an email address or other terms, as well as a password (collectively, the “Identifying Information”). Creating Identifying Information is a prerequisite to a Participant engaging in the Course. Participants are also required to provide the Course Provider with personal information including, but not limited to, first and last names, most used email address(es) and phone number(s) (collectively, the “Personal Information”). Participants are responsible for ensuring the accuracy of all information provided to the Course Provider, including their Personal and Identifying Information.

Participants must not share their Identifying Information with any Participant or other third party and, upon discovering this information has been or may have been compromised, Participants must notify the Course Provider immediately in writing, via email. Participants are responsible for maintaining the safety and security of their Identifying Information as well as keeping the Course Provider apprised of any changes to a Participation’s Identifying Information.

A Participant’s billing information provided to the Course Provider including, but not limited to, credit card, billing address and other payment information, is subject to the same confidentiality and accuracy requirements as the Participant’s Identifying and Personal Information. Providing false or inaccurate information or using the Course or the Website to further fraud or unlawful activity are grounds for immediate termination of the Participant’s access to the Course and the Website.

VI. PAYMENT

The total amount due for the Course is fully and completely disclosed to Participants during the Course registration process and before a Participant can decide to purchase the Course.

A Participant will automatically forfeit his/her place in the Course, and lose access to the Website and the Course, if a Participant fails to make a payment for the Course when due.

VII. ACCEPTABLE USE OF THE COURSE AND WEBSITE

Participants agree not to use the Course and/or the Website for any unlawful purpose or any purpose prohibited under these Terms. Participants agree not to use the Course or the Website in any way that could harm the Course, the Website, Materials and/or the Course Provider’s business operations.

Participants further agree not to use the Course or the Website:

A) To harass, abuse, or threaten others or otherwise violate any person’s legal rights;

B) To violate any intellectual property rights of the Course Provider or any third party;

C) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

D) To perpetrate any fraud;

E) To engage in or create any unlawful gambling, sweepstakes, or any activity that is inconsistent with the purpose of the Course;

F) To publish or distribute any obscene or defamatory material;

G) To publish or distribute any material that incites violence, hate, or discrimination towards any group of persons; or

H) To unlawfully gather information about others.

VIII. NO LIABILITY & DISCLAIMER

The Course and the Website are provided for informational purposes only. Participants acknowledge and agree that any information posed in the Course, or on the Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship was created between the Course Provider and a Participant.

The Course Provider makes no express or implied representations, warranties, and/or guarantees of any kind relating to the Course. Each Participant agrees and fully understands that the Course Provider DOES NOT guarantee any results as a result of taking and completing the Course.

IX. REVERSE ENGINEERING & SECURITY

Participants agree not to undertake any of the following actions:

A) Reverse engineer, or attempt to reverse engineer or disable any code or software from or relating in any way to the Course and/or Website;

B) Violate the security of the Course or Website through any unauthorized access circumvention of encryption or other security tools, data mining or interference to any host, user or network.

C) Using the Course and/or the Website for any spam activities, including gathering email addresses and personal information from others, or sending many mass commercial emails.

X. CONFIDENTIALITY.

A. Scope of Confidential Information. From time to time, either Party (the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) information about its business affairs, products and services, confidential information and materials comprising or relating to Company IP, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, whether oral or in written form, electronic or other form of media, and whether or not marked, designated or otherwise identified as “confidential” constitutes “Confidential Information” under these Terms and the Agreement. Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence:

(1). Is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of these Terms by the Receiving Party or any of its “Representatives” (as defined in Section I(K) of these Terms);

(2). Is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing the Confidential Information;

(3). Was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by the Disclosing Party;

(4). Was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or

(5) Is required to be disclosed pursuant to applicable Law.

B. Protection of Confidential Information. The Receiving Party shall, for two (2) years from disclosure of such Confidential Information:

(1). Protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(2). Not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and

(3). Not disclose any such Confidential Information to any person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, and to exercise its rights or perform its obligations under these Terms and the Agreement.

XI. INDEMNIFICATION. Participants shall indemnify, defend and hold harmless the Course Provider against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers, incurred by the Course Provider because of the manner in which a Participant uses the Course and Website, or anything related to the Course and Website.

XII. FORCE MAJEURE. The Course Provider shall not be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond the Course Provider’s control including, but not limited to, fires, strikes, insurrections, riots, embargoes, and/or the requirement(s) of any governmental authority

XIII. INDEPENDENT RELATIONSHIP. The relationship between the Parties is solely that of vendor and vendee and they are independent contracting Parties. Nothing in these Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

XIV. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, AS APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR THEIR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

XV. GOVERNING LAW; VENUE; WAIVER OF TRIAL BY JURY.

A. These Terms and all matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the State of Arizona.

B. The Parties hereby irrevocably and unconditionally (i) agree that any legal action, suit or proceeding arising out of or relating to these Terms shall be brought in the United States District Court for the District of Arizona (the “District Court”) and (ii) submit to the District Court’s exclusive jurisdiction of any such court in any such action, suit or proceeding. Final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

C. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS AND APPENDICES ATTACHED TO THESE TERMS, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS AND APPENDICES ATTACHED TO THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

XVI. ATTORNEYS FEES AND COSTS OF COLLECTION. A Participant shall reimburse the Course Provider on demand for any and all costs including, but not limited to, court costs, attorney’s fees, fees of collection agents, and related costs and expenses incurred to enforce these Terms.

XVII. ENTIRE AGREEMENT. These Terms constitute the sole and entire agreement of the Parties with respect to the Course, the Website, and anything relating to either, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

The Parties intend for the express terms and conditions contained in these Terms to exclusively govern and control each of the Parties’ respective rights and obligations relating to the Course. These Terms can be modified only in writing agreed to by the Course Provider and the Participant by affixing their signatures on the written agreement evidencing the modification(s).

XVIII. NOTICES. Any and all notices, requests, consents, and other communications from Participants to the Course Provider, required and made under these Terms, must be in writing and addressed to the following email address: legal@mc5advisory.com.

XIX. SEVERABILITY. If any term or provision of these Terms is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability does not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

XX. FAILURE TO ENFORCE NOT A WAIVER: The failure of the Course Provider to enforce at any time any provision of these Terms should not be construed as, and does not constitute, a waiver of any of the provisions in these Terms, the including the provision(s) not enforced by the Course Provider.

XXI. ASSIGNMENT. The Parties may not assign any of their rights or delegate any of their obligations under these Terms without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under these Terms.

XXII. NO THIRD-PARTY BENEFICIARIES. These Terms benefit solely the Parties and their respective permitted successors and permitted assigns, and nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.