AI AGENT TERMS & CONDITIONS

Effective: October 22, 2025

These AI Agent Terms & Conditions (the “AI Terms”) govern access to and use of the proprietary artificial intelligence–driven tool (the “AI Agent”) provided by MC5 Advisory, LLC (“MC5”), 4300 E. Camelback Road, Suite 450, Phoenix, AZ 85018. Use of the AI Agent constitutes acceptance of these AI Terms, which supplement and incorporate by reference MC5’s Program Terms & Conditions. In the event of conflict, these AI Terms control.

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. AI Agent: MC5’s proprietary implementation of artificial-intelligence-driven functionality designed to assist Participants and Subscribers in applying the MSF© Methodology and related Program learnings.

B. Subscriber: Any individual or entity granted trial or paid access to the AI Agent.

C. Inputs: Prompts, questions, or other data submitted by a Subscriber into the AI Agent.

D. Outputs: Responses, text, recommendations, or insights generated by the AI Agent.

E. Trial Period: The limited complimentary access to the AI Agent provided to Program Participants in good standing.

F. Subscription: Paid, recurring access to the AI Agent after the Trial Period.

G. MSF© Methodology: The Multifaceted Sales Framework (MSF©) methodology, including its structure, sequence, logic, frameworks, models, exercises, worksheets, and implementation processes.

H. Instructions: MC5’s proprietary prompt structure, command syntax, and sequencing logic that operationalize the MSF© Methodology within the AI Agent.

I. MSF© Knowledge Base: The curated corpus of content, examples, conceptual hierarchies, data relationships, and educational logic derived from the MSF© Methodology that informs the AI Agent’s responses.

J. MC5 Instructional IP: Collectively, the Instructions, MSF© Knowledge Base, and the unique integration of the MSF© Methodology into the AI Agent.

K. Website: mc5advisory.com or any other portal designated by MC5.

L. Representatives: Each Party’s affiliates, employees, officers, directors, advisors, and permitted assigns.

II. LICENSE AND ACCESS

A. MC5 grants each Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the AI Agent solely for legitimate educational or internal business purposes consistent with the MSF© Methodology and Program. MC5 may suspend or revoke access at any time, with or without cause.

B. The AI Agent is provided as a hosted service; no source code, model weights, or underlying algorithms are transferred or licensed.

C. All rights not expressly granted herein are reserved by MC5.

D. Where MC5 provides access to the AI Agent through a shared link or other hosted interface without user authentication, such access constitutes a revocable, time-limited evaluation license. MC5 may modify or revoke the link at any time without notice. Subscribers shall not share or repost any access link publicly or with unauthorized persons.

III. TRIAL PERIOD AND SUBSCRIPTION TERMS

A. Trial Access: The duration of the Trial Period will be disclosed at activation. Upon expiration, access to the AI Agent will terminate unless the Subscriber enrolls in a paid Subscription. Access provided during the Trial Period is personal to the Participant; however, MC5 may, in its sole discretion, extend access to additional users within the Participant’s organization for internal implementation purposes.

B. Payment Terms: Subscription fees are billed automatically on a recurring basis until canceled in accordance with Section III(c).

C. Cancellation: Cancellation must be submitted in writing to legal@mc5advisory.com and will take effect at the end of the then-current billing cycle.

D. Refunds: All fees are non-refundable except as required by applicable law.

E. Suspension: MC5 may suspend access for non-payment, violation of these AI Terms, or misuse of the AI Agent.

IV. ACCEPTABLE USE RESTRICTIONS

A. Subscribers shall not use the AI Agent to infringe any intellectual-property rights of MC5 or third parties;

B. reverse engineer, decompile, or attempt to extract the AI Agent’s logic or underlying Instructions;

C. use Outputs to develop or train any competing model or AI system;

D. upload malicious code or interfere with the AI Agent’s operation;

E. use the AI Agent for unlawful, defamatory, fraudulent, or discriminatory purposes; or

F. resell, sublicense, or share access credentials with any third party.

V. DATA, PRIVACY, AND SECURITY

A. Ownership of Inputs and Outputs: Subscribers retain ownership of their Inputs and Outputs.

B. Processing: MC5 may process Inputs and Outputs solely to provide, secure, and improve the AI Agent.

C. Training: MC5 does not use Subscriber data to train foundation models operated by third parties.

D. Confidentiality: Each Party shall protect the other’s Confidential Information in accordance with Section X of these AI Terms.

E. Security Obligations: Subscribers must safeguard credentials and notify MC5 immediately of any unauthorized access.

F.  Relationship to Program Privacy Terms: All personal and identifying information provided or processed through the AI Agent is governed by Section V of the MC5 Program Terms & Conditions and by MC5’s Privacy Policy. These AI Terms do not create any additional rights or obligations regarding personal information beyond those documents.

VI. INTELLECTUAL PROPERTY

A. MSF© Methodology and MC5 Instructional IP: The MSF© Methodology is the exclusive property of MC5 Advisory, LLC, protected by United States and international copyright and trade-secret laws.

B. The AI Agent integrates proprietary Instructions and a curated MSF© Knowledge Base developed by MC5. These elements constitute MC5’s confidential and proprietary intellectual property (MC5 Instructional IP).

C. MC5 Instructional IP does not include third-party model weights or algorithms supplied by service providers. Its value lies in MC5’s unique integration of the MSF© Methodology through custom Instructions and curated educational data.

D. Subscribers acquire no ownership or derivative rights in the MSF© Methodology or MC5 Instructional IP and shall not extract, reconstruct, replicate, or use any portion to train or develop competing systems.

VII. CONFIDENTIALITY

A. Confidential Information means any non-public business, technical, or financial information, including the MC5 Instructional IP, disclosed by either Party.

B. Each Receiving Party shall protect such information with at least the same degree of care it uses to protect its own confidential information and use it solely to exercise rights or perform obligations under these AI Terms.

VIII. WARRANTIES AND DISCLAIMERS

A. The AI Agent and all Outputs are provided “as is” for informational and educational purposes only.

B.  MC5 disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

IX. INDEMNIFICATION

Subscribers shall indemnify, defend, and hold harmless MC5 and its Representatives from and against any losses, damages, liabilities, claims, or expenses arising out of Subscriber’s use of the AI Agent, Inputs, or Outputs, or breach of these AI Terms. This indemnification obligation is in addition to, and does not limit, any indemnification obligations under the MC5 Program Terms & Conditions.

X. LIMITATION OF LIABILTY.

Except for liability arising from indemnification, breach of confidentiality, or infringement of MC5 IP, neither Party shall be liable for any indirect, consequential, incidental, special, punitive, or enhanced damages, even if advised of their possibility.

XI. GOVERNING LAW AND VENUE

These AI Terms are governed by the laws of the State of Arizona. The Parties submit to the exclusive jurisdiction of the United States District Court for the District of Arizona and waive the right to a jury trial.

XII. MISCELLANEOUS

A. MC5 may revise these AI Terms or any feature of the AI Agent at any time in its sole discretion. Updated versions will be posted on the MC5 Website and will indicate the effective date of the revision. If MC5 makes a material change affecting existing Subscribers, MC5 will provide notice via email or through the AI Agent interface at least ten (10) days before the change takes effect.

B. Continued access to or use of the AI Agent after the effective date constitutes acceptance of the revised AI Terms. Subscribers who do not agree to the updated AI Terms must notify MC5 in writing at legal@mc5advisory.com

C. Non-Retroactivity. Changes do not apply retroactively to disputes or events that occurred before the effective date of the updated AI Terms, unless otherwise required by law.

D. Notice Address: All legal or contractual notices under these AI Terms must be sent to legal@mc5advisory.com.

© 2025 MC5 Advisory, LLC. All rights reserved. Multifaceted Sales Framework (MSF©) and MC5 Advisory are trademarks of MC5 Advisory, LLC.