Partner and Advisor Agreement

Effective Date: June 19, 2026

This Partner and Advisor Agreement (this "Agreement") governs the use of the NxGeN platform and services (collectively, the "Services") by advisors, experts, counsel, partners, sponsors, firms, and companies, and by the individuals who use the Services on their behalf. It is a binding agreement between you (and, where you act for an organization, that organization) and NXGEN Holdings LLC, a Florida limited liability company ("NxGeN," "we," "us," or "our").

This Agreement supplements our Terms of Service. Where this Agreement and the Terms of Service address the same subject, this Agreement controls for partner and advisor use. Capitalized terms used but not defined here have the meanings given in the Terms of Service.

BY ACCEPTING A PARTNER OR ADVISOR INVITATION, OR BY USING THE SERVICES IN A PARTNER OR ADVISOR CAPACITY, YOU AGREE TO THIS AGREEMENT, INCLUDING THE DISPUTE-RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 16. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES IN THAT CAPACITY.

1. Who This Agreement Covers

This Agreement applies to:

• Advisors (including advisor, expert, and counsel roles) who offer expertise, guidance, office hours, or authored content to members;
• Partners and sponsors who provide member benefits, sponsor experiences, or operate partner-led Networks; and
• Organizations (firms and companies) that hold an account on the Services, and the owners, administrators, and team members who use it.

In this Agreement, "you" means the individual accepting this Agreement and, where that individual acts for an organization, the organization as well.

2. Authority and Organization Accounts

2.1 Authority to Bind

If you accept this Agreement on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "you" includes that organization. If you do not have that authority, you must not accept this Agreement or use the Services on the organization's behalf.

2.2 Invitation and Vetting

Partner and advisor access is by invitation and is subject to our vetting and identity verification, at our sole discretion. We may decline, suspend, or revoke partner or advisor status, with or without explanation, consistent with this Agreement.

2.3 Team Members, Roles, and Seats

An organization account may include team members under role-based access (such as owner, administrator, and member). You are responsible for the team members you add, for assigning appropriate roles, for promptly removing those who should no longer have access, and for all activity under your organization account. Where your plan limits the number of seats, you must stay within that limit. Invitations to join an organization expire if not accepted within the stated period.

3. Billing

Free partner and advisor access is provided on the terms described on the Services. Paid organization plans, including seat-based plans, trials, renewals, grace periods, and suspension for non-payment, are governed by the Master Subscription Agreement and the plan details presented at purchase. Payments are processed through Stripe. Except as required by law or stated in writing by us, fees are non-refundable.

4. Advisor Conduct and Engagements

4.1 Accurate Credentials

You must describe your background, credentials, licenses, services, and availability accurately and keep them current. You will not claim a credential, registration, or affiliation you do not hold.

4.2 Engagements Are Directly Between You and the Member

When you accept an engagement, provide office hours, or otherwise advise a member, that relationship is directly between you and the member. NxGeN is not a party to it, is not responsible for it, and does not supervise it. You are responsible for the quality, legality, and consequences of your services.

4.3 Professional Responsibility

You are solely responsible for holding any license, registration, or qualification, and any professional liability or errors-and-omissions insurance, required for the services you provide. You will comply with the laws and professional rules that apply to you, including those governing investment advice, legal advice, and tax advice. You will not use the Services to provide regulated advice you are not authorized to provide.

4.4 No NxGeN Advice; No Endorsement

Your participation does not make NxGeN an investment adviser, broker-dealer, or fiduciary, and NxGeN does not endorse you or your services. You will not state or imply that NxGeN endorses, supervises, or guarantees you, your firm, or any investment, deal, or outcome.

4.5 Conflicts and Disclosure

You will disclose conflicts of interest and economic interests as the Services require, including when you source or submit a deal. You are responsible for the accuracy and completeness of those disclosures.

5. Authored Content

5.1 License to NxGeN

If you author or contribute content (for example, Learn modules, articles, sessions, or resources), you grant NxGeN a worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt for formatting, display, and distribute that content to members through the Services for the term of this Agreement and for a reasonable wind-down period afterward. You retain ownership of your content.

5.2 Your Warranties

You represent and warrant that you own or have the rights to the content you contribute, that it does not infringe any third-party right or violate any law, that it is accurate and not misleading, and that it does not constitute investment, legal, or tax advice unless you are authorized to provide it and it is clearly presented as such with appropriate disclaimers.

5.3 Editorial Control

We may review, decline, edit for format, label, or remove authored content at our reasonable discretion, including to maintain accuracy, quality, and the trust of the community. We are not obligated to publish or to continue publishing any content.

6. Deal Sourcing

If you source or submit a deal or related materials, you must have the legal right to do so, you must make the relationship and economic-interest disclosures the Services require, and you must not use the Services to solicit investors in violation of applicable securities laws. Your use of deal features is also governed by our Investment and Securities Risk Disclosure. NxGeN provides record-keeping and organization tooling only and is not a broker, dealer, or placement agent.

7. Advisor-Modeled AI Personas

NxGeN may offer features in which an AI persona is modeled on a participating advisor (for example, a "Senior Advisor" experience).

• We will create or enable an advisor-modeled persona only with your express, separate written consent.
• If you consent, you grant NxGeN a limited, revocable license to use your name, likeness, biography, and the materials you provide to operate the persona, on the scope and for the period stated in your consent.
• Persona responses are generated by automated means, are presented to members as AI-generated, and do not constitute advice from you or from NxGeN. You are not responsible for the specific wording an AI persona generates, and members are told to rely on it as information, not advice.
• You may withdraw your consent on reasonable notice, after which we will disable the persona within a commercially reasonable period.

8. Sponsorships and Partner Benefits

Sponsorship attribution and partner benefits are described at the time of the arrangement. Members deal with you directly for any benefit, offering, or transaction you provide, and you are responsible for it, including its terms, legality, and fulfillment. NxGeN does not endorse, warrant, or take responsibility for partner offerings, and does not provide member directories or non-attendee data to partners.

9. Confidentiality and Member Data

You will treat member identities, NxGeN affiliation, family office affiliation, non-public profile information, Circle content, and direct-message content as confidential, consistent with Section 5 of the Terms of Service and our Member Code of Conduct. You will not scrape, export, copy, sell, or use member information except as needed to provide the Services in your authorized capacity. Where you process personal data on NxGeN's behalf, or NxGeN processes personal data on your behalf, that processing is governed by our Data Processing Agreement.

10. Acceptable Use and Code of Conduct

You and your team members must comply with the Acceptable Use provisions of the Terms of Service and with our Member Code of Conduct, which are incorporated into this Agreement.

11. Intellectual Property and Marks

NxGeN owns the Services and its intellectual property, as described in the Terms of Service. We grant you a limited, non-exclusive, non-transferable, revocable license to use NxGeN's name and marks solely to identify your participation, following any brand guidance we provide. You grant us a limited license to use your name and logo to identify you as a partner or advisor of NxGeN, which we will stop using on reasonable request after termination.

12. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT MEMBER OR PARTNER INFORMATION IS ACCURATE. SERVICE-LEVEL COMMITMENTS, IF ANY, ARE STATED ONLY IN A WRITTEN AGREEMENT THAT EXPRESSLY INCORPORATES A SERVICE LEVEL AGREEMENT.

13. Indemnification

To the fullest extent permitted by law, you will indemnify, defend, and hold harmless NxGeN, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: your services to members; your authored content; deals or materials you source or submit; your offerings, benefits, or sponsorships; your use of member information; your breach of this Agreement; or your violation of any law or third-party right.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA. NXGEN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID NXGEN UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100). THIS SECTION DOES NOT LIMIT YOUR INDEMNIFICATION OBLIGATIONS OR EITHER PARTY'S LIABILITY FOR ITS WILLFUL MISCONDUCT.

15. Term, Suspension, and Termination

This Agreement applies for as long as you use the Services in a partner or advisor capacity. Either party may terminate on reasonable notice, and we may suspend or terminate immediately for a breach of this Agreement, the Terms of Service, or the Code of Conduct, for non-payment, or where required by law. On termination, your right to use the Services in a partner or advisor capacity ends; we will handle published authored content as described in Section 5.1 and disable any advisor-modeled persona as described in Section 7; and the provisions that by their nature should survive (including Sections 5.2, 9, 11, 12, 13, 14, and 16) survive.

16. Dispute Resolution; Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The dispute-resolution, informal-resolution, binding-arbitration, and class-action-waiver provisions in Section 18 of the Terms of Service apply to this Agreement and are incorporated by reference, except that disputes between NxGeN and an organization concerning a paid plan are governed by the dispute-resolution terms of the Master Subscription Agreement where one applies.

17. Miscellaneous

• Entire Agreement. This Agreement, together with the Terms of Service, the Code of Conduct, the Privacy Policy, any applicable Master Subscription Agreement and Data Processing Agreement, and any order or arrangement you accept, is the entire agreement between you and NxGeN about partner and advisor use of the Services.
• Order of Precedence. If there is a conflict, a signed written agreement controls over this Agreement, this Agreement controls over the Terms of Service for partner and advisor use, and a specific order or arrangement controls over the general terms for its subject.
• Assignment. You may not assign this Agreement without our prior written consent. We may assign it in connection with a financing, merger, acquisition, or sale of assets.
• No Waiver; Severability. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the rest remains in effect.
• Notices. We may give notice through the Services or by email. You may send notices to legal@nxgen.club.

18. Contact

NXGEN Holdings LLC Partnerships: partners@nxgen.club Legal: legal@nxgen.club Website: nxgen.club