Next Wave Member Subscription Agreement

NEXT WAVE PARTNERS LLC

NEXT WAVE MEMBER SUBSCRIPTION AGREEMENT
Last Updated: January 15th, 2025

This Next Wave Member Subscription Agreement (the “Agreement”) governs your (“Subscriber,” “you,” or “your”) access to and use of the services, research materials, and member network (collectively, the “Services”) provided by Next Wave Partners LLC, a Nevada limited liability company, located at 6605 Grand Montecito Pkwy, Suite 100, Las Vegas, Nevada 89149 (“Next Wave,” “we,” “us,” or “our”). By clicking “I AGREE,” subscribing, or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree, do not subscribe or use the Services.

Acceptance of Terms
1.1 Binding Agreement
By subscribing to the Services, you represent and warrant that you have read and agree to this Agreement and our Privacy Policy (collectively, the “Terms”). The Terms constitute a binding legal contract between you and Next Wave.

1.2 Modifications
We may update or modify this Agreement from time to time by posting the revised version on our website or providing notice to you. Your continued use of the Services after any update constitutes your acceptance of such modifications.
Eligibility and Accredited Investor Status

2.1 Accredited Investor
Our Services are intended primarily for accredited investors as defined under Rule 501 of Regulation D of the U.S. Securities Act of 1933. By subscribing, you represent and warrant that you are an accredited investor (if required by the nature of our Services) or otherwise meet all necessary legal requirements to consume our research in compliance with applicable law.

2.2 Age and Other Requirements
You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of forming a binding contract. By subscribing, you represent and warrant that you meet these requirements.
Nature of the Services
3.1 Research and Analysis
Next Wave provides general research, data, analysis, and commentary on private and public companies, venture ecosystems, and emerging technologies (the “Research Materials”). Our Services may include invitations to webinars, networking events, or other forums (the “Member Network”).

3.2 No Personalized Advice
The Research Materials are for informational purposes only and do not constitute (a) investment advice, (b) an offer to buy or sell securities, or (c) a solicitation of an offer to buy or sell securities. Next Wave is not a registered investment adviser or broker-dealer, and nothing in the Services should be construed as personalized or individualized investment advice.

3.3 Third-Party Platforms
We may reference or link to private offerings hosted on third-party platforms operated by registered broker-dealers or funding portals (e.g., AngelList, Equity Shift). All transactions related to any such private offerings are conducted solely through those third parties. Next Wave does not process, handle, or receive transaction-based compensation from these offerings.
Compensation and Fees

4.1 Subscription Fees
You agree to pay all applicable subscription fees (the “Subscription Fees”) for the Services in accordance with our published pricing or an executed order form. Unless otherwise provided by our refund policy, Subscription Fees are non-refundable.

4.2 No Transaction-Based Compensation
Next Wave does not receive any commissions, finder’s fees, or other transaction-based compensation in connection with any private offerings mentioned in the Research Materials.

4.3 Payment Method
You must provide a valid payment method (e.g., credit card) to subscribe. By providing payment information, you represent and warrant that you are authorized to use such payment method and that all payment information is accurate and up to date.
Use of Research Materials

5.1 License and Restrictions
Subject to your compliance with this Agreement, Next Wave grants you a limited, non-exclusive, non-transferable right to access and use the Research Materials for your personal informational purposes. You may not reproduce, distribute, publicly display, or otherwise exploit the Research Materials for commercial gain without our express written consent.

5.2 Confidentiality
Some Research Materials may contain confidential or proprietary information. You agree to maintain the confidentiality of such materials and not disclose them to any third party without Next Wave’s written consent.

5.3 Prohibited Conduct
You agree not to resell, sublicense, or otherwise transfer access to the Services; reverse engineer or otherwise derive the source code of any part of the Services; use automated means to download or scrape content; or circumvent any security measures or access controls.
Disclosures and Conflicts of Interest

6.1 Positions and Interests
Next Wave, its partners, staff, and affiliates may hold positions, including equity, warrants, or options in private and public companies mentioned in the Research Materials. These positions may change at any time without notice, and Next Wave may benefit financially from them. We strive to disclose our positions when discussing specific companies, but cannot guarantee that all interests are identified in every publication.

6.2 No Endorsement
References to specific companies, products, or services do not constitute an endorsement or recommendation by Next Wave.
Disclaimers
7.1 No Investment Advice
All content in the Services is provided “as is” and “as available,” without representation or warranty of any kind, express or implied. Next Wave does not provide tax, legal, or investment advice. You are solely responsible for your own investment decisions and should seek professional guidance from legal, tax, and financial advisors.

7.2 Forward-Looking Statements
Certain statements in the Research Materials may constitute forward-looking statements, which are inherently uncertain. Actual results may differ materially from those expressed or implied. Next Wave disclaims any obligation to update or revise these statements in light of new information or future events.

7.3 Accuracy and AI Usage
Although we strive for accuracy, we use artificial intelligence and other tools in developing our content, which may introduce errors or biases. We do not guarantee the accuracy, completeness, or timeliness of the Research Materials.
Risks in Private Investments

8.1 Private Placement Risks
Private investments involve significant risks, including the loss of principal, lack of liquidity, dilution, and limited regulatory oversight. These investments are intended only for accredited investors who understand and can bear these risks.

8.2 Past Performance
Past performance, whether actual or hypothetical, is not indicative of future results. No assurance can be given that any investment or strategy will be profitable in the future.
Limitation of Liability

9.1 No Liability for Reliance
Under no circumstances shall Next Wave, its partners, staff, or affiliates be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with your use of or reliance upon the Services.

9.2 Maximum Liability
In no event shall Next Wave’s total liability to you exceed the Subscription Fees actually paid by you in the twelve (12) months preceding any claim.

9.3 Indemnification
You agree to indemnify, defend, and hold harmless Next Wave, its partners, staff, and affiliates from any claims, demands, or damages (including attorney fees) arising from your breach of this Agreement, violation of applicable law, or misuse of the Services.
Term and Termination
10.1 Term
Your subscription begins when you pay the Subscription Fees and continues until terminated as provided in this section.
10.2 Termination by You
You may cancel your subscription at any time by following the instructions on your account page or contacting our support team. Unless otherwise specified in our refund policy, Subscription Fees are non-refundable.
10.3 Termination by Next Wave
We reserve the right to suspend or terminate your access to the Services at any time, with or without notice, for any reason, including a good faith belief that you have violated this Agreement or any applicable law.
Intellectual Property
All content, trademarks, service marks, and other intellectual property included in the Services are the property of Next Wave or its licensors. Nothing in this Agreement grants you any rights to use any of Next Wave’s intellectual property except as explicitly described herein.
Governing Law and Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict-of-laws principles. Any disputes arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Nevada, and you consent to the personal jurisdiction and venue thereof.
Miscellaneous
13.1 Entire Agreement
This Agreement, together with any additional terms or policies referenced herein, constitutes the entire agreement between you and Next Wave regarding your subscription and use of the Services, superseding all prior or contemporaneous agreements.
13.2 Severability
If any provision of this Agreement is deemed invalid or unenforceable, such provision will be curtailed or limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
13.3 No Waiver
The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision.
13.4 Assignment
You may not assign or transfer this Agreement, or any rights or obligations hereunder, without Next Wave’s prior written consent. Next Wave may freely assign or transfer this Agreement in connection with a merger, acquisition, or sale of assets.
13.5 Contact Information
If you have questions about this Agreement or the Services, please contact us at:

Next Wave Partners LLC
6605 Grand Montecito Pkwy, Suite 100
Las Vegas, Nevada 89149
Email: support@nextwave.partners
Acceptance
By clicking “I AGREE,” checking a box indicating your acceptance, or otherwise subscribing to the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. If you do not agree to these terms, do not subscribe or use the Services.