TERMS OF SERVICE

Brain Vault AI — 12-Week Implementation Program

Sheridan St of Florida LLC

Effective Date: May 17, 2026 | Last Updated: May 17, 2026

PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING. BY CHECKING THE ACCEPTANCE BOX AND SUBMITTING PAYMENT, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE, DO NOT PURCHASE.

1. Parties and Agreement

This Terms of Service Agreement (“Agreement”) is entered into between Sheridan St of Florida LLC, a Florida limited liability company (“Company,” “we,” “us,” or “our”), and the individual or entity completing the checkout process (“Client,” “you,” or “your”).

This Agreement, together with any Order Confirmation, our Privacy Policy located at https://cohort.brainvaultai.com/privacy-policy, and any addenda incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements, whether oral or written.

By (i) checking the acceptance box, (ii) clicking “I Agree” or an equivalent button, and (iii) submitting payment, you provide your digital signature under the Federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and affirm that you have read, understood, and agreed to every provision of this Agreement.

2. Program Description

You are enrolling in the Brain Vault AI 12-Week Implementation Program (the “Program”), which includes the following deliverables for the duration of the 12-week term:

• One (1) seat in the 12-week cohort program.

• Access to the Brain Vault AI build library, implementation portal, prompt libraries, AI agent frameworks, automation templates, and standard operating procedures (SOPs).

• Access to the Brain Vault AI Network, community portal, and all previously recorded sessions.

• Weekly live build calls, agent architecture reviews, workflow walkthroughs, and Q&A / office hours.

• Guided installation and configuration of the four core agent systems: Marketing & Content, Research, Email & Admin, and the Business Intelligence Dashboard.

All deliverables are provided in digital format. Physical materials are not included. The Company reserves the right to substitute, modify, or update Program components with materials of equal or greater value, with reasonable advance notice to enrolled Clients.

2.1 Optional Continuity Program

After Week 12, you may opt into a month-to-month continuity membership at $497 USD per month (“Continuity Program”). The Continuity Program is strictly opt-in and must be affirmatively enabled through your billing portal. At the time of opt-in, the following information will be clearly disclosed: (i) the recurring charge amount of $497 USD; (ii) the billing frequency of every 30 calendar days; and (iii) the exact method for cancellation. By enabling the Continuity Program, you authorize the Company to charge your payment method $497 USD every 30 calendar days until you cancel in accordance with Section 4.3. This disclosure is provided in compliance with the FTC’s Negative Option Rule and applicable consumer protection law.

3. Payment Terms

3.1 Purchase Plans

You authorize Sheridan St of Florida LLC to charge your payment method on file according to the plan you selected at checkout:

• Pay in Full: $3,497 USD (single charge at enrollment).

• 2-Payment Plan: $1,997 USD at enrollment, then $1,997 USD at day 30. Total: $3,994 USD.

• 3-Payment Plan: $1,497 USD at enrollment, then $1,497 USD at day 30, then $1,497 USD at day 60. Total: $4,491 USD.

All amounts are in U.S. Dollars. Applicable sales or use taxes are the Client’s sole responsibility and will be added to invoices where required by law. Your Order Confirmation email will reflect your exact plan, charge amounts, and scheduled billing dates.

3.2 Installment Billing

Your first payment is the “Initial Installment.” Each subsequent installment is charged automatically to the card on file every 30 calendar days from the enrollment date. All installments remain due on their scheduled dates regardless of your usage level, satisfaction, program participation, or any prior late or missed payment. You are responsible for ensuring your payment method remains valid and has sufficient funds on all scheduled charge dates.

3.3 Failed Payments

If a scheduled payment is declined, the Company will automatically re-attempt the charge every three (3) calendar days. After four (4) consecutive failed attempts, the following actions apply:

• A $250 USD account service fee will be added to the outstanding balance.

• Program access may be suspended until the full outstanding balance, including the service fee, is paid.

• Reinstatement of a delinquent account requires two (2) active, valid payment methods to be placed on file.

You agree to notify the Company immediately of any changes to your payment method by emailing [email protected]. The Company is not liable for failed charges resulting from outdated or inaccurate billing information provided by you.

3.4 Delinquency and Acceleration

If your account is more than thirty (30) calendar days past due, the entire remaining unpaid balance under your selected plan becomes immediately due and payable in full (“Acceleration”). Upon Acceleration, the Company may, at its sole discretion: (i) suspend or terminate Program access; (ii) refer the account to a third-party collections agency; (iii) pursue legal action; and (iv) recover reasonable attorney’s fees, court costs, and third-party collection costs as permitted under Florida law. Acceleration does not waive any previously accrued fees or the Company’s right to recover the full outstanding balance.

3.5 Chargebacks and Payment Disputes

You agree to contact the Company in writing at [email protected] before initiating any dispute, chargeback, or reversal with your card issuer or financial institution. Initiating an unauthorized chargeback constitutes a material breach of this Agreement. In the event of a chargeback, the Company reserves the right to: (i) immediately suspend or terminate Program access; (ii) pursue recovery of the full outstanding balance plus chargeback fees and attorney’s fees; and (iii) report the matter to applicable credit agencies or collections.

4. Refund, Cancellation, and Continuity

4.1 No Refunds

ALL PAYMENTS, DEPOSITS, AND INSTALLMENTS ARE STRICTLY NON-REFUNDABLE, regardless of usage, satisfaction, participation level, results, or reason for early exit. This no-refund policy applies without exception to all Program components, including: digital course access, AI agent builds, dashboard templates, automation workflows, live coaching sessions, bonus materials, and community access. By completing checkout, you confirm that you have reviewed and accepted this policy as a material term of this Agreement.

4.2 Cancellation During the 12-Week Term

No cancellations, pauses, suspensions, or holds are permitted during the active 12-week Program term. If you elect to discontinue participation before the conclusion of Week 12 for any reason, the full outstanding balance under your selected payment plan becomes immediately due and payable as a contractual buyout. Cancellation during the term does not relieve you of any payment obligations and does not entitle you to a refund of amounts already paid.

Upon cancellation or termination for any reason, your access to all Program areas is revoked immediately, including: membership portals, build templates, prompt libraries, dashboards, live call access, session recordings, and bonus materials.

4.3 Continuity Program Cancellation

To cancel the optional month-to-month Continuity Program, you must submit written cancellation notice to [email protected] at least seven (7) calendar days before your next scheduled billing date, or cancel directly through the billing portal. Your next billing date is visible in your account billing portal. Any payment scheduled within the 7-day notice window will be charged as scheduled and is non-refundable. Cancellation takes effect at the end of the current paid billing period, and access continues through the end of that period. Consistent with the FTC’s Click-to-Cancel requirements, cancellation is available through the same channel used to enable the Continuity Program.

4.4 Company-Initiated Termination

The Company may terminate this Agreement and revoke Program access immediately, without refund, if you: (i) breach any provision of this Agreement; (ii) engage in abusive, harassing, or disruptive conduct; (iii) violate the Intellectual Property provisions of Section 8; or (iv) initiate an unauthorized chargeback. Termination for cause does not relieve you of the obligation to pay the full remaining balance under your selected plan.

5. Educational Purpose; No Guarantees

The Program is provided solely for educational and business-development purposes. It is designed to teach AI implementation, automation strategy, and operational frameworks applicable to your business.

THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING INCOME, REVENUE, PROFIT, BUSINESS GROWTH, COST SAVINGS, OR ANY OTHER SPECIFIC RESULT. Any testimonials, case studies, or examples of participant outcomes presented in marketing materials are illustrative only and are not promises or guarantees of similar results. Individual outcomes depend entirely on each participant’s effort, skill, market conditions, industry, prior experience, and other factors outside the Company’s control.

Nothing in the Program, its materials, live sessions, coaching, or any communication from the Company or its coaches constitutes legal, medical, psychological, financial, accounting, investment, or tax advice. You are solely responsible for consulting qualified licensed professionals on all such matters.

6. Limitation of Liability

6.1 Disclaimer of Warranties

THE PROGRAM AND ALL ASSOCIATED MATERIALS, TOOLS, TEMPLATES, AGENT BUILDS, DASHBOARDS, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 Exclusion of Consequential Damages

IN NO EVENT SHALL THE COMPANY, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, COACHES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.4 Essential Basis of Bargain

The limitations of liability in this Section reflect a reasonable and negotiated allocation of risk and constitute an essential basis of the bargain between the parties. The Company would not have entered into this Agreement on these terms without these limitations.

7. Indemnification

You agree to defend, indemnify, and hold harmless Sheridan St of Florida LLC and its members, officers, employees, contractors, coaches, agents, and affiliates (collectively, “Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

• Your breach of any provision of this Agreement.

• Your use of or inability to use the Program.

• Your violation of any applicable law, regulation, or third-party right.

• Any content you submit, post, or transmit through the Program.

• Your disclosure of confidential or personally identifiable information belonging to your own clients or third parties.

• Any claim by a third party arising from your implementation of Program strategies, AI agents, or automations in your business operations.

The Company reserves the right to assume exclusive control of any indemnified matter at its expense. You agree to cooperate fully with the Company’s defense of any such claim and not to settle any indemnified claim without the Company’s prior written consent.

8. Intellectual Property and Confidentiality

8.1 Company Intellectual Property

All Program content is the exclusive proprietary intellectual property of Sheridan St of Florida LLC, protected by U.S. and international copyright, trademark, trade secret, and other applicable intellectual property laws. “Program Content” includes, without limitation: curriculum, lesson materials, video recordings, live session recordings, prompt libraries, AI agent architectures, automation workflows, dashboard templates, SOPs, community content, and all materials created by or for the Company. No rights in Program Content are transferred to you except the limited license in Section 8.2. All rights not expressly granted are reserved by the Company.

8.2 Limited Personal-Use License

Subject to your compliance with this Agreement and timely payment of all amounts due, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Program Content solely for your own internal business operations during your active enrollment. This license terminates immediately upon expiration, cancellation, or termination of your enrollment for any reason.

8.3 Prohibited Uses

You expressly agree not to, directly or indirectly:

• Share, sell, license, sublicense, assign, or otherwise transfer access to Program Content to any third party.

• Copy, reproduce, duplicate, distribute, or publicly display Program Content in whole or in part.

• Create derivative works, summaries, or compilations based on Program Content.

• Use Program Content to train, fine-tune, or develop any artificial intelligence model, large language model, or machine learning system.

• Record live sessions without prior written consent from the Company.

• Reverse-engineer, decompile, or extract proprietary methodologies or agent architectures for redistribution or competitive use.

Violations of this Section will result in immediate termination of access without refund and may subject you to civil and criminal liability. The Company will pursue all available legal remedies for any infringement.

8.4 Ownership of Client Deliverables

Custom AI agent configurations, dashboard instances, and automation workflows built specifically for your business during the Program (“Client Deliverables”) are owned by you upon receipt of full payment of all amounts due under this Agreement. However, the underlying frameworks, templates, agent architectures, prompt structures, and methodologies upon which those deliverables are built remain the exclusive intellectual property of the Company. Your ownership of Client Deliverables does not grant you any license to the underlying Company IP, and you may not redistribute, resell, or use Client Deliverables to provide services to third parties without the Company’s prior written consent.

8.5 Your Third-Party Client Data

You are solely and exclusively responsible for any confidential or personally identifiable information belonging to your own clients or third parties. Do not submit, upload, or share your clients’ personally identifiable information (including Social Security numbers, financial account data, credit or debit card information, health records, or other sensitive data) with the Company through any channel. You agree to indemnify the Indemnified Parties against any claim, penalty, fine, or liability arising from your disclosure of such information.

8.6 Feedback

Any suggestions, ideas, or feedback you provide to the Company regarding the Program (“Feedback”) are provided voluntarily. You hereby irrevocably assign to the Company all right, title, and interest in and to such Feedback. The Company may use Feedback for any purpose without restriction or compensation.

9. Recording, Likeness, and Testimonials

9.1 Recording Consent

You consent to the recording of all live sessions, calls, coaching interactions, and communications conducted through or in connection with the Program, for quality assurance, training, and program improvement purposes.

9.2 Marketing License

You grant Sheridan St of Florida LLC a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use your name, voice, likeness, and any written or verbal feedback, testimonials, or success stories you voluntarily provide, for marketing, promotional, and educational purposes across any medium now known or hereafter developed, without further notice or compensation to you.

9.3 Anonymized Portfolio Use

The Company may display anonymized examples of your AI builds, dashboards, and workflow results in its marketing materials, portfolio, and social media channels. Personally identifying information will be anonymized unless you provide prior explicit written consent to be identified.

10. Third-Party Tools and Platforms

The Program curriculum may reference, recommend, or require the use of third-party platforms and tools, including but not limited to large language model providers, automation platforms, CRM systems, analytics tools, email service providers, and advertising platforms (collectively, “Third-Party Tools”).

The Company is not affiliated with, endorsed by, or responsible for any Third-Party Tool. The Company makes no representations regarding the availability, reliability, pricing, security, or continued operation of any Third-Party Tool. Third-Party Tools are subject to their own terms of service, privacy policies, pricing changes, rate limits, and operational outages, all of which are entirely outside the Company’s control. Changes to Third-Party Tool pricing or policies do not entitle you to a refund or modification of this Agreement.

Final quality assurance, testing, and security review of any AI agents, automations, or dashboards before deployment in your live business environment is your sole responsibility. The Company is not liable for any losses, data breaches, errors, or business disruptions resulting from your deployment of Program-related tools or systems.

11. Client Conduct

You agree to engage respectfully and professionally with Company personnel, coaches, and fellow Program participants in all settings, including live calls, community forums, direct messaging, and email. You agree not to:

• Engage in abusive, threatening, harassing, defamatory, or discriminatory behavior toward any person associated with the Program.

• Disrupt live sessions, community spaces, or coaching calls.

• Solicit or recruit fellow Program participants for competing products or services.

• Post or transmit unlawful, obscene, or harmful content in any Program channel.

Violation of this Section may result in immediate removal from the Program without refund, at the Company’s sole discretion. Removal for conduct violations does not relieve you of any outstanding payment obligations.

12. Privacy Policy

Your use of the Program is governed by the Company’s Privacy Policy, which is incorporated into this Agreement by reference and is available at:

https://cohort.brainvaultai.com/privacy-policy

By entering into this Agreement, you acknowledge and agree to the collection, use, and disclosure of your personal information as described in the Privacy Policy. In the event of a conflict between this Agreement and the Privacy Policy regarding data privacy matters, the Privacy Policy controls.

13. Force Majeure

Neither party shall be in default or liable for any delay or failure in performance under this Agreement to the extent caused by events beyond that party’s reasonable control, including but not limited to: acts of God, natural disasters, pandemic or public health emergency, war, terrorism, civil unrest, government action, regulatory changes, internet or telecommunications outages, cyberattacks, third-party platform failures, or power outages (“Force Majeure Event”).

The affected party shall provide written notice to the other party as soon as reasonably practicable after the onset of a Force Majeure Event. The Company’s performance obligations are suspended for the duration of the event. A Force Majeure Event does not entitle you to a refund of amounts already paid. The Company will use commercially reasonable efforts to reschedule any affected live sessions. Your payment obligations are not suspended by a Force Majeure Event.

14. Holidays and Availability

The Company observes the following U.S. federal and recognized holidays, during which live sessions may be rescheduled and team response times extended: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. Advance notice will be provided for any scheduled session changes. Rescheduled sessions do not constitute a breach of this Agreement and do not entitle you to a refund.

15. Amendments and Modifications

The Company reserves the right to update, modify, or amend this Agreement at any time. Material changes will be communicated to enrolled Clients via email to the address on file, with a revised “Last Updated” date posted at the checkout page, no fewer than fourteen (14) calendar days before the changes take effect. “Material changes” include modifications to payment terms, refund policy, intellectual property rights, or dispute resolution procedures.

Your continued participation in the Program after the effective date of any amendment constitutes acceptance of the revised Agreement. If you do not agree to a material amendment, your sole remedy is to discontinue participation. Outstanding payment obligations are not waived by an election to discontinue.

16. Dispute Resolution

16.1 Good-Faith Negotiation

Before initiating any formal legal proceeding, the parties agree to attempt resolution of any dispute, claim, or controversy arising out of or relating to this Agreement or the Program (“Dispute”) through good-faith written negotiation. The party asserting the Dispute must deliver written notice describing the nature of the Dispute and relief sought. The parties have thirty (30) calendar days from delivery of that notice to attempt informal resolution.

16.2 Binding Arbitration

If the parties cannot resolve a Dispute within the 30-day negotiation period, the Dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its then-current Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable, incorporated herein by reference. The arbitration shall be conducted in Miami-Dade County, Florida, or by videoconference at the arbitrator’s discretion. The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations in this Agreement. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorney’s fees and costs unless the arbitrator finds a claim or defense to be frivolous.

16.3 Class Action Waiver

YOU AND THE COMPANY EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. IF THIS WAIVER IS FOUND UNENFORCEABLE, THE ARBITRATION AGREEMENT IN SECTION 16.2 SHALL BE NULL AND VOID AS TO THAT DISPUTE, AND THE DISPUTE SHALL PROCEED IN COURT PURSUANT TO SECTION 16.5.

16.4 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES EXPRESSLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.

16.5 Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. For any Dispute not subject to arbitration, or in the event the arbitration clause is found unenforceable, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, and waives any objection to venue in such courts.

16.6 Injunctive Relief

Notwithstanding Section 16.2, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm, including for breach of Section 8. Seeking such relief does not constitute a waiver of the right to arbitrate the underlying Dispute.

16.7 Statute of Limitations

Any Dispute must be initiated within one (1) year of the date the aggrieved party knew or reasonably should have known of the facts giving rise to the claim. Any Dispute not brought within this period is permanently barred, regardless of any longer period provided by applicable law.

17. General Provisions

17.1 Severability

If any provision of this Agreement is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions remain in full force.

17.2 Entire Agreement

This Agreement, together with the Order Confirmation and Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings, representations, and agreements, whether written or oral.

17.3 No Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude further exercise of any right.

17.4 Assignment

You may not assign, delegate, or transfer this Agreement or any of your rights or obligations hereunder without the Company’s prior written consent. The Company may freely assign this Agreement in connection with a merger, acquisition, or sale of assets, with written notice to you. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

17.5 Notices

All legal notices under this Agreement must be in writing. Notices to the Company must be sent to [email protected] with “Legal Notice” in the subject line, or by certified mail to the Company’s registered Florida address. Notices to you will be sent to the email address provided at checkout. Email notices are effective upon delivery confirmation. Certified mail notices are effective three (3) business days after mailing.

17.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.

17.7 Electronic Execution

This Agreement may be executed electronically. A checkbox confirmation or equivalent digital acceptance constitutes a valid and binding signature under the Federal E-Sign Act (15 U.S.C. § 7001) and the Florida Electronic Signatures Act (F.S. § 668.50), with the same legal effect as a handwritten signature.

17.8 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18. Digital Signature and Acceptance

BY CLICKING “I AGREE,” CHECKING THE ACCEPTANCE BOX, AND SUBMITTING PAYMENT, YOU CONFIRM ALL OF THE FOLLOWING:

1. You are at least 18 years of age and have the legal capacity to enter into a binding contract.

2. You are voluntarily entering into this Agreement and have had the full opportunity to review it before purchasing.

3. You can afford the financial commitment described in Section 3 and understand that all payments are non-refundable under Section 4.1.

4. You authorize Sheridan St of Florida LLC to charge your payment method on file according to your selected payment plan and any applicable Continuity Program terms you separately enable.

5. You have read, understood, and agree to all terms of this Agreement, including the binding arbitration clause (Section 16.2), class action waiver (Section 16.3), jury trial waiver (Section 16.4), no-refund policy (Section 4.1), and intellectual property restrictions (Section 8).

6. You provide your digital signature under the Federal E-Sign Act, with the same legal force and effect as a handwritten signature on a physical contract.

Contact

Questions about this Agreement should be directed to:

Sheridan St of Florida LLC

Brain Vault AI

Fort Lauderdale, Florida, United States

Email: [email protected]

For legal notices, use “Legal Notice” in the email subject line.

cohort.brainvaultai.com | Confidential