Terms of Service

Effective Date: May 1, 2026

These Terms of Service (the "Terms") are a binding agreement between you ("you," "Member," or "Applicant") and NxGeN Holdings Inc., a Delaware corporation ("NxGeN," "we," "us," or "our"). They govern your application for membership and your access to and use of NxGeN's invitation-only digital platform at nxgen.club (the "Platform"), our in-person events (the "Events"), and all other services we provide (collectively, the "Services").

PLEASE READ THESE TERMS CAREFULLY. BY APPLYING FOR MEMBERSHIP OR ACCESSING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION AND CLASS-ACTION WAIVER IN SECTION 18. IF YOU DO NOT AGREE, DO NOT APPLY OR USE THE SERVICES.

1. About NxGeN

NxGeN is an invitation-only community for next-generation members of family offices and the people they trust. The Platform extends our in-person experience — beginning with our flagship Summit and continuing through smaller-format peer experiences — into a year-round digital environment where members connect, learn, invest in their growth, and build alongside one another.

The Services include, depending on your tier and what you opt into: member profiles, the trust-gated member directory, Peer Advisory Circles, interest-based Networks, the Events Hub, the Learn module, the Givers Network (lifestyle asset sharing among trusted connections), direct messaging, and access to in-person Events.

2. Membership and Eligibility

2.1 Membership Is by Invitation

Membership is by invitation. Applications are submitted through a personal invitation from an existing member, a NxGeN team member, or a partner introduced by us. NxGeN's vetting committee reviews each application. Admission is at the committee's sole discretion. We may decline an application without explanation, and we may rescind an offer of membership prior to your activation of an account.

2.2 Eligibility Requirements

To be eligible for membership you must:

• be at least 18 years of age;
• have legal capacity to enter into a binding contract;
• have been invited or referred consistent with Section 2.1;
• complete identity verification to our reasonable satisfaction; and
• agree to these Terms and our Privacy Policy.

2.3 Application Information; Honesty

Your application — and the information you maintain in your member profile — must be accurate, current, and complete. Material omissions or misrepresentations are grounds for declination, suspension, or termination, regardless of when discovered.

2.4 Membership Tiers

NxGeN offers different membership tiers (e.g., Founding Member, regular member, and partner-led tiers). The features, dues, and program access associated with each tier are described on the Platform and may change with reasonable notice.

3. Account, Access, and Security

To use the Platform you will create an account secured by passwordless sign-in (e.g., magic link, optionally combined with on-device biometrics through a Progressive Web App). You are responsible for:

• safeguarding access to your accounts and devices;
• keeping your contact information up to date so we can authenticate you and communicate with you about the Services;
• promptly notifying us at support@nxgen.club of any actual or suspected unauthorized access; and
• the activity that occurs under your account.

You may not share your account, allow others to use your credentials, or impersonate another person.

4. Membership Dues, Event Fees, and Payment Terms

4.1 Dues and Fees

Access to the Platform requires payment of annual membership dues. Some Events and experiences require additional fees. Current dues, fees, and what they include are described on the Platform and may be modified with reasonable notice.

4.2 Payment Processing

Payments are processed through Stripe, our third-party payment processor. By providing payment information, you authorize us to charge your payment method for dues, Event fees, and other amounts you owe. You agree to Stripe's terms in connection with payment processing.

4.3 Renewal and Cancellation

Annual dues renew automatically unless you cancel before the renewal date. Cancellation takes effect at the end of the then-current term. You can cancel by contacting support@nxgen.club.

4.4 Refunds

Except as required by applicable law or expressly stated in writing by us, all dues and Event fees are non-refundable. We may, in our discretion, issue a credit (rather than a refund) for unused programming.

4.5 Founding Member and Promotional Pricing

Founding Member pricing, ticket-to-membership credits, and other promotional offers are subject to the specific terms presented at the time of the offer. Where those terms conflict with these Terms, the offer terms control to the extent of the conflict.

5. Confidentiality and the "Vegas Rule"

NxGeN's value depends on members trusting one another. By accepting membership, you commit to the following confidentiality obligations:

5.1 Circle Confidentiality

What is shared within a Peer Advisory Circle stays within that Circle. You agree not to disclose, repeat, post, record, or share — outside the Circle — the identities, statements, or sensitive personal, family, or financial information of any other Circle member discussed during a Circle session, unless that member gives you express permission.

5.2 Member Information

You agree not to disclose another member's identity, NxGeN affiliation, family office affiliation, or any non-public profile information to any person outside the membership without that member's express permission. You will not publish or post any other member's likeness, statements, or information from a private NxGeN session, dinner, or Event without their express permission.

5.3 Press, Media, and Social Media

You will not give interviews, post on social media, or otherwise speak publicly on behalf of, about specific members of, or representing NxGeN without our prior written authorization. You may say that you are a NxGeN member; you may not disclose other members' membership status, the contents of programming, or the identities of attendees at private gatherings.

5.4 Survival

Your confidentiality obligations under this Section 5 survive termination of your membership.

6. Acceptable Use of the Platform

6.1 Trust-First Conduct

The community runs on member trust. You agree to engage with other members in good faith, with respect, and consistent with the principles of NxGeN. You will not engage in conduct that another member could reasonably consider harassment, intimidation, hate speech, threats, stalking, or sexual misconduct.

6.2 No Cold Outreach, Scraping, or Commercial Exploitation

You will not:

• send unsolicited promotional, sales, fundraising, or commercial messages to other members;
• pitch investments, raise capital, or solicit business through direct messaging without an existing relationship and the recipient's invitation;
• export, scrape, copy, mirror, or otherwise systematically extract member directory information, profile data, or any other member content;
• use member information for any purpose outside the Platform's intended community use;
• compile, sell, license, or share lists of members; or
• use automated tools, bots, or crawlers against the Platform.

6.3 No Broadcast Messaging

You may not send mass or broadcast messages to multiple members. Community-wide announcements come only from NxGeN.

6.4 No Investment Advice; No Solicitation

NxGeN is a community, not an investment advisor, broker-dealer, or fiduciary. Conversations among members about investments, allocations, deals, or markets are peer dialogue — not investment, legal, tax, accounting, or other professional advice. You will not represent that NxGeN endorses any investment, deal, or person, and you will not use the Services to publicly solicit investors in violation of applicable securities laws.

6.5 Prohibited Activities

You will not use the Services to:

• violate any applicable law, regulation, sanctions program, or third-party right;
• post or transmit content that is unlawful, defamatory, obscene, sexually explicit, hateful, harassing, threatening, or that exploits or endangers minors;
• distribute malware, spam, or other harmful code;
• interfere with or disrupt the Platform, its security, its infrastructure, or other members' use of it;
• attempt to gain unauthorized access to accounts, data, or systems;
• reverse engineer, decompile, or disassemble the Platform; or
• remove or obscure proprietary notices.

6.6 Reporting

If you believe a member or third party is violating these Terms, please report it to support@nxgen.club.

7. Member Content

7.1 Definition

"Member Content" means anything you submit through the Services, including profile information, posts in Networks, Givers Network listings, photos, comments, feedback, and direct-message content. (Note: as described in our Privacy Policy, the content of one-to-one direct messages is end-to-end encrypted and not readable by NxGeN.)

7.2 Ownership and License

You retain ownership of your Member Content. You grant NxGeN a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and process your Member Content solely to operate and improve the Services. We will not use your Member Content to train machine-learning models, and we will not sell or license it to third parties for advertising or targeting.

7.3 Your Responsibility for Your Content

You represent and warrant that you have the rights to the Member Content you submit, that it is accurate, and that it does not infringe any third-party right or violate any law. You are responsible for the consequences of what you post, share, or list — including under the confidentiality and non-solicitation rules in Sections 5 and 6.

7.4 Content Moderation

We may, but are not obligated to, monitor, review, or moderate Member Content. We may remove or restrict access to any Member Content that we determine, in our reasonable judgment, violates these Terms, our policies, or applicable law, or that risks the trust of the community.

8. The Givers Network

The Givers Network allows you to share lifestyle assets (e.g., aviation, marine, residential, sport, or experiential access) with your Inner Circle connections, and to request access to others' assets.

8.1 Member-to-Member Arrangements

Any sharing arrangement is between the participating members. NxGeN provides the connection — and, in some cases, optional concierge logistics — but is not a party to the arrangement.

8.2 Member Responsibilities

The member offering an asset is responsible for the legality, condition, insurance coverage, and permitted use of that asset. The member receiving access is responsible for using the asset lawfully, respectfully, and within agreed terms.

8.3 No NxGeN Warranty

NxGeN does not own, operate, inspect, insure, or warrant any asset shared through the Givers Network. Members participate at their own risk and on terms they agree directly with one another.

8.4 Indemnification Between Members

To the extent permitted by law, members participating in a Givers Network arrangement agree to look first to one another (and to applicable insurance) for any loss, damage, claim, or dispute arising out of the arrangement, and to indemnify NxGeN from claims arising from their conduct under the arrangement.

9. Events and In-Person Programming

9.1 Code of Conduct

In-person and virtual Events are bound by NxGeN's Member Code of Conduct, which is incorporated into these Terms. Violations may result in removal from the Event, loss of credit, and termination of membership.

9.2 Assumption of Risk

Many Events involve activity (e.g., golf, padel, watersports, travel) and locations that carry inherent risk. By attending you assume the ordinary risks of those activities. You are responsible for confirming your fitness to participate and securing your own insurance.

9.3 Photography and Recordings

NxGeN Events are typically not recorded for public release. Where photography or recording is planned, we will tell you in advance and we will respect opt-out preferences. Members may not record Events without our prior written consent.

9.4 Force Majeure for Events

We may modify, postpone, or cancel an Event for reasons outside our reasonable control (e.g., natural events, public-health emergencies, government actions, or venue failures). In that case we will use commercially reasonable efforts to reschedule, substitute, or credit affected attendees, but cash refunds are not guaranteed.

10. Intellectual Property

10.1 NxGeN's Rights

NxGeN owns the Platform, its software, designs, content (other than Member Content), trademarks, logos, and all related intellectual property. These Terms do not grant you any ownership rights in any of the foregoing.

10.2 Limited Use of NxGeN Marks

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use NxGeN's name and logo in a personal capacity (e.g., to identify yourself as a member). You may not use our marks in a way that suggests endorsement or partnership without prior written consent.

10.3 Feedback

If you provide feedback or suggestions about the Services, you grant NxGeN a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that feedback without obligation to you.

11. Privacy

Your use of the Services is governed by our Privacy Policy, which is incorporated into these Terms. Please read it carefully — it explains what we collect, how we use it, and the heightened protections that apply to Peer Advisory Circles and direct messages.

12. Third-Party Services

The Services rely on third-party providers (currently Google Cloud Platform, Vercel, Sanity, Stripe, Cloudflare, and Resend). Your use of those providers' offerings is subject to their terms. We are not responsible for issues caused by third parties, including outages, data loss, or violations of their terms. Our current subprocessor list is published at <https://nxgen.club/legal/subprocessors>.

13. Service Availability; No Investment-Outcome Guarantee

We use commercially reasonable efforts to keep the Platform available and the Services running smoothly, but we do not guarantee uninterrupted access. We do not guarantee any specific outcome from membership — including any investment return, deal flow, introduction, or business result.

14. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER 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 ERROR-FREE OR UNINTERRUPTED, THAT THEY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT INFORMATION SHARED BY MEMBERS IS ACCURATE.

NXGEN IS NOT A REGISTERED INVESTMENT ADVISOR, BROKER-DEALER, OR FIDUCIARY. NOTHING ON THE PLATFORM, AT EVENTS, OR IN COMMUNICATIONS WITH OTHER MEMBERS CONSTITUTES INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. YOU ARE RESPONSIBLE FOR YOUR OWN INVESTMENT AND BUSINESS DECISIONS.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NXGEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NXGEN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO NXGEN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED U.S. DOLLARS ($100).

16. 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 use of the Services;
• your Member Content;
• your conduct toward other members or third parties;
• your participation in the Givers Network or in Events;
• your breach of Sections 5 (Confidentiality), 6 (Acceptable Use), or any other provision of these Terms; or
• your violation of any applicable law or third-party right.

17. Suspension and Termination

17.1 By You

You may terminate your membership at any time by contacting support@nxgen.club. You will remain responsible for amounts you owe through the end of your then-current term.

17.2 By Us

We may suspend or terminate your membership and access to the Services at any time, with or without notice, including for:

• a breach (or reasonably suspected breach) of these Terms, including Sections 5 or 6;
• material misrepresentation in your application or profile;
• conduct that, in our reasonable judgment, harms the trust or safety of the community;
• non-payment of dues or fees; or
• when required by applicable law.

17.3 Effect of Termination

On termination, your right to access the Services ends. The provisions of these Terms that by their nature should survive termination will survive — including Sections 5 (Confidentiality), 7.2 (Member Content license, to the limited extent needed for backups and archived content), 10 (Intellectual Property), 14–16 (Disclaimers, Limitation of Liability, Indemnification), 18 (Dispute Resolution), and 19 (Miscellaneous). Your information will be handled as described in our Privacy Policy.

18. Dispute Resolution; Governing Law; Arbitration

18.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal Resolution First

Before commencing arbitration, we both agree to try in good faith to resolve any dispute by sending written notice to the other party (to legal@nxgen.club in our case). If we cannot resolve the dispute within thirty (30) days, either party may proceed to arbitration.

18.3 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in New York, New York, by a single arbitrator. Judgment on the arbitration award may be entered in any court with jurisdiction.

18.4 Class-Action Waiver

You and NxGeN agree that any arbitration or proceeding will be on an individual basis. Class actions, class arbitrations, consolidated actions, and representative actions are not permitted. You waive any right to participate in a class action or class-wide arbitration.

18.5 Carve-Outs

Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or rights under Section 5 (Confidentiality).

19. Miscellaneous

• Entire Agreement. These Terms, together with the Privacy Policy and any tier-specific or Event-specific terms, are the entire agreement between you and NxGeN about the Services and supersede prior agreements on the subject.
• Severability. If any provision is found invalid or unenforceable, the rest will remain in effect.
• No Waiver. Failure to enforce any provision is not a waiver.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a financing, merger, acquisition, or sale of assets.
• No Third-Party Beneficiaries. These Terms do not create rights for anyone other than you and NxGeN.
• Force Majeure. We will not be liable for any failure or delay caused by events outside our reasonable control.
• Notices. We may provide notices through the Platform, by email, or by posting on our website. You may send notices to us at legal@nxgen.club.

20. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the Effective Date and provide notice through the Platform or by email. Your continued use of the Services after the change becomes effective constitutes your acceptance. If you do not agree, you must stop using the Services.

21. Contact

NxGeN Holdings Inc. Legal: legal@nxgen.club Member Support: support@nxgen.club Website: nxgen.club