Master Subscription Agreement

Effective Date: June 19, 2026

This Master Subscription Agreement (this "MSA") governs an organization's paid subscription to the NxGeN platform and services (collectively, the "Services"). It is a binding agreement between the organization identified in an Order ("Customer," "you," or "your") and NXGEN Holdings LLC, a Florida limited liability company ("NxGeN," "we," "us," or "our").

This MSA applies when you purchase a paid organization plan, whether through an online checkout or a written order form. It supplements the Partner and Advisor Agreement and the Terms of Service, and controls over both for the subject of paid subscriptions. Capitalized terms used but not defined here have the meanings given in those documents.

1. Definitions

• "Order" means an online checkout, order form, or other ordering document that references this MSA and specifies the plan, fees, seats, and term.
• "Subscription Term" means the period stated in the Order during which Authorized Users may access the Services.
• "Authorized Users" means the individuals you allow to use the Services under your account (for example, owners, administrators, and team members), up to the number of seats in your Order.
• "Customer Data" means data you or your Authorized Users submit to the Services. Customer Data that is personal data is also governed by the Data Processing Agreement referenced in Section 8.

2. The Subscription

Subject to this MSA and your Order, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for your internal business purposes, for the plan and number of seats in your Order. The Services are provided as a hosted offering. We may update and improve the Services over time, and we will not materially reduce their core functionality during a paid Subscription Term.

3. Fees and Payment

3.1 Fees

You will pay the fees stated in your Order. Unless the Order says otherwise, fees are billed in advance for the Subscription Term and are based on the plan and number of seats you purchase.

3.2 Payment

Payments are processed through Stripe. By providing payment information, you authorize us to charge your payment method for the fees due. Online plans renew automatically as described in Section 6 unless cancelled.

3.3 Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, value-added, or similar taxes, other than taxes on our net income.

3.4 Non-Payment, Grace, and Suspension

If a payment fails or is overdue, we may provide a grace period as described on the Services or in your Order. If the amount remains unpaid after the grace period, we may suspend access to paid features until payment is made, and we may downgrade or terminate the subscription. Suspension does not relieve you of your obligation to pay amounts due.

3.5 Refunds

Except as required by law or expressly stated in your Order, fees are non-refundable, and amounts paid are not refundable on cancellation or downgrade during a Subscription Term.

4. Seats and Usage

You are responsible for your Authorized Users and for all activity under your account. You must keep usage within the seats and limits in your Order. If your usage exceeds your plan, we may require you to upgrade or purchase additional seats for the excess.

5. Trials

If we provide a trial, it is offered as described at the time and may be limited or withdrawn. Trials are provided "as is" without warranty or service commitment, and any service-level terms do not apply during a trial. Unless stated otherwise, a trial that converts to a paid plan is billed at the then-current rate when the trial ends.

6. Term, Renewal, and Termination

6.1 Term and Renewal

This MSA begins on the effective date of your first Order and continues while any Order is in effect. Each Subscription Term renews automatically for successive periods of the same length unless either party cancels before the end of the then-current term, through the account or billing controls we provide or by written notice.

6.2 Termination for Cause

Either party may terminate an Order or this MSA for the other party's material breach that remains uncured thirty (30) days after written notice. We may suspend or terminate immediately for non-payment after the grace period, or for use of the Services that violates law, the Terms of Service, the Partner and Advisor Agreement, or the Code of Conduct.

6.3 Effect of Termination

On termination or expiration, your right to access the Services ends. We will make Customer Data available for export for thirty (30) days afterward, on request, and then may delete it in the ordinary course, except as required by law or as described in the Privacy Policy. Fees owed through the end of the then-current Subscription Term remain payable. Sections that by their nature should survive (including 3, 7, 8, 9, 10, 11, 12, and 13) survive.

7. Customer Responsibilities and Acceptable Use

You will: keep account credentials secure; assign and remove Authorized Users appropriately; ensure your Authorized Users comply with the Terms of Service, the Partner and Advisor Agreement, and the Member Code of Conduct; and use the Services lawfully. You will not resell, sublicense, or provide the Services to third parties except your Authorized Users, and you will not copy, modify, reverse engineer, or build a competing service from the Services.

8. Data Protection and Confidentiality

8.1 Customer Data

As between the parties, you own Customer Data. You grant us the rights needed to host and process it to provide and support the Services. We will not sell Customer Data, will not use it for advertising or third-party targeting, and will not use it to train machine-learning models, consistent with our Privacy Policy.

8.2 Data Processing Agreement

Where we process personal data within Customer Data on your behalf, the Data Processing Agreement applies and is incorporated into this MSA.

8.3 Confidentiality

Each party will protect the other's non-public information disclosed under this MSA, use it only to perform under this MSA, and disclose it only to personnel and advisers who need it and are bound by confidentiality. This Section does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and does not prevent a disclosure required by law.

9. Service Levels and Support

We will provide the Services with commercially reasonable care. Any availability commitment, support level, or service credit applies only if a Service Level Agreement is expressly incorporated into your Order. In the absence of an incorporated Service Level Agreement, the Services are provided without a specific uptime commitment, and our general support channels apply.

10. Warranties and Disclaimers

Each party represents that it has the authority to enter this MSA. EXCEPT AS EXPRESSLY STATED, 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.

11. Indemnification

You will indemnify, defend, and hold harmless NxGeN and its affiliates from claims arising out of Customer Data, your or your Authorized Users' use of the Services, or your breach of this MSA or violation of law. We will defend you against a third-party claim that the Services, as provided by us and used in accordance with this MSA, infringe that third party's intellectual-property rights, and will pay amounts finally awarded or agreed in settlement, provided you promptly notify us and let us control the defense. Our infringement obligation does not apply to claims arising from Customer Data, your modifications, or your combination of the Services with other products.

12. 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. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA WILL NOT EXCEED THE FEES YOU PAID OR OWED UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S WILLFUL MISCONDUCT.

13. Governing Law and Dispute Resolution

This MSA is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties will first try in good faith to resolve any dispute by written notice and negotiation for thirty (30) days. Any unresolved dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in New York, New York. Each party brings claims only in its individual capacity and not as a plaintiff or class member in any class or representative proceeding. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.

14. Order of Precedence

If there is a conflict, the following order controls, from highest to lowest: (1) a signed order form or written agreement between the parties; (2) the Order; (3) this MSA; (4) the Data Processing Agreement and any incorporated Service Level Agreement, for their subjects; (5) the Partner and Advisor Agreement; and (6) the Terms of Service.

15. Miscellaneous

• Assignment. Neither party may assign this MSA without the other's consent, except to an affiliate or in connection with a merger, acquisition, financing, or sale of assets, on notice to the other party.
• Publicity. Neither party will use the other's name or marks without consent, except that we may identify Customer as a customer in a list of customers unless Customer notifies us otherwise.
• Force Majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Independent Contractors. The parties are independent contractors; this MSA creates no partnership, agency, or joint venture.
• Notices. Notices must be in writing and sent to the contacts in the Order or, for NxGeN, to legal@nxgen.club.
• Entire Agreement; Amendment. This MSA, the Order, and the documents it incorporates are the entire agreement on their subject and supersede prior agreements. Changes must be in writing, except that we may update the Services and the operational terms referenced here as described in those documents.

16. Contact

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