Terms

This Agreement (“Agreement”) should be read carefully before using the services offered by Next Wave, LLC (“Next Wave”) and those of its subsidiaries and affiliates, or accessing the websites of Next Wave or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at http://NextWave.ventures (the “Site”) and the services owned and operated by Next Wave (collectively with the Site, the “Services”). By using the Site or Services in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by Next Wave from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Next Wave from time to time without notice to you.

Your use of the Site is governed by the version of this Agreement in effect on the date of use. Next Wave may modify this Agreement at any time and without prior notice. Your continued use of and access to the Site constitutes your acknowledgement of, and agreement to, the then-current Terms of Service and to having reviewed the most current version of the Terms of Service. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and Next Wave, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Next Wave, or its subsidiaries or affiliates, for the Services or otherwise. If you do not agree to all the terms of this Agreement and/or Next Wave’s Privacy Policy, you are not eligible to participate in Next Wave’s Services or otherwise use the Site. This Agreement applies to all users of the Site or Services, including entrepreneurs (“Companies”) and Members, who in any way use the Site or Services provided by Next Wave (in each case, a “User”).

Next Wave reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Next Wave does not undertake any obligation or responsibility to update or amend any such information. Next Wave may discontinue or change any product or service described in or offered on the Site at any time. Next Wave further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Next Wave and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Member Qualifications
The Services are available only to Members who are at least 18 years old. Next Wave reserves the right to solicit information regarding an member’s status and deny access to any person that does not comply with such requests or Next Wave policies in Next Wave’s sole discretion. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. Next Wave may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify Next Wave for violations of this Agreement.

Investments
Investments are only suitable for Members who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, may have limited or no liquidity. Additionally, Investors may receive restricted stock that may be subject to holding period requirements under the securities laws. Companies seeking private placement investments tend to be in earlier stages of development and have not yet been fully tested in the public marketplace. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited member tests). Individuals must have (i) a net worth of more than $1 million excluding primary residence, or (ii) gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.

The Site may include information on future or past performance. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of the Site do not constitute financial, legal, or tax advice. Members are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of information on the Site. We are not providing specific investment advice to any individual viewing the content of the Site and we do not represent that the securities or services described herein are suitable for any specific member. Users are advised not to rely on any information contained on the Site for the purposes of making a fully informed investment decision. We expressly disclaim all liability in respect to actions taken based on any or all of the information on the Site.

The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Next Wave is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.

Modification of Agreement
Next Wave reserves the right, at its sole discretion, to modify or replace any of the terms of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time. Such modification shall become part of this Agreement and are automatically effective once posted on the Site or by sending you an email. This Agreement may not be orally amended. Next Wave may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check the terms of this Agreement periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Service constitutes acceptance of those changes.

Proprietary Rights
The Next Wave logo is a trademark and service mark of Next Wave. Next Wave or its licensors own and retain all proprietary rights in the Site, the Services and all material and information posted thereon (“Content”). The Site contains the copyrighted material, trademarks and other proprietary information of Next Wave and its licensors. You may not alter, modify, publish, distribute, publicly display or sell any Content or other such proprietary information, or otherwise copy or transmit any Content or other such proprietary information without the express written permission of Next Wave.

In addition, to the extent you receive information from Next Wave, Companies or other Members with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Company or Member. You agree that Next Wave may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of Next Wave, its users, or the public.

Authorized User
Our Services and certain pages of the Site are available only to Members who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of Next Wave with a valid User ID and password are authorized to access such services and web pages.

As part of Next Wave’s authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to this Agreement, each authorized user consents to receiving email notifications from Next Wave concerning offerings. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your use of the Site and Services.

Unauthorized use of the Site and the Services, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Services or interfere with any other party’s use and enjoyment of the Site or Services. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. Next Wave reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at info@nextwave.ventures.

Unacceptable Use
You agree to abide by the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all applicable local, state, national and foreign laws, rules and regulations in connection with your use of the Site and Services. In addition, without limiting the foregoing, you agree that you will not do any of the following while using or accessing the Site or Services:

Disable, hack, circumvent or otherwise interfere with security-related features of the Site, or with any features that prevent or restrict use or copying of any Next Wave content or materials; Use any metadata, meta tags or other hidden text utilizing a Next Wave name, trademark, URL or product or service name; In any way use the Site or Services to send altered, deceptive or false source-identifying information; Use any scripts, programs or other automated means to access the Site or Services, or otherwise engage in any ‘data scraping’ or data gathering practices with respect to the Site or Services; Upload, submit, post, email, or otherwise transmit, via the Site or Services, any content, information or materials that are unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable in the sole opinion of Next Wave; Upload, submit, post, email, or otherwise transmit, via the Site or Services, any content, information or materials that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Violate any applicable law or regulation while accessing and using the Site or Services, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission and the national or other securities exchanges (especially and including the rule against making false or misleading statements to manipulate the price of any security), the Exchange Act, the Securities Act, or other US law or the laws of any state or other jurisdiction, including foreign jurisdictions; Destroy, interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available at the Site, servers or networks connected to the Site, or the technical delivery systems of Next Wave’s providers or break any requirements, procedures, policies or regulations of networks connected to the Site; Attempt to scan, probe or test the vulnerability of any Next Wave system or network or breach or impair or circumvent any security or authentication measures protecting and providing security for the Site or Services; Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services; Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Next Wave or other generally available third-party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera) or platforms, including any software that sends queries to the Site to determine how a website or web page ranks; Collect or store personal data about other users of the Site or the Services without their express and explicit permission; Misrepresent or impersonate your affiliation with any person or entity, or otherwise commit fraud; Use the Site or Services in any manner not permitted by this Agreement; or Instruct or encourage any other individual to do any of the foregoing or to break and/or violate any term of this Agreement.

Use of Links
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Next Wave’s control, and you acknowledge that Next Wave is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by Next Wave or any association with its operators. You further acknowledge and agree that Next Wave shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Site and Services.

Third Party Content
Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third Party Content”). Next Wave does not control, endorse, investigate, or adopt any Third Party Content, and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that Next Wave is not responsible or liable in any manner for any Third Party Content or your reliance upon Third Party Content. Users use such Third Party Content at their own risk.

Copyright Policy
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify Next Wave as soon as possible by sending an email to alicia@NextWave.ventures, or by contacting Next Wave’s Agent (listed below) with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Next Wave’s Designated Agent:
Alicia Robb
alicia@nextwave.ventures

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Next Wave will also terminate a User’s account if the user is determined to be a repeat infringer.

Termination
Next Wave may terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer
Next Wave allows you to make predictions about stocks and companies, see others’ predictions, aggregate community opinions, and track their accuracy. You should not assume that the opinions that people express on the Site are the opinions of Next Wave or anything other than the opinions of the individuals expressing them.

By your use of the Services, you agree that you bear responsibility for your own investment research and investment decisions. You also agree that Next Wave, its directors, its employees, its agents and other users will not be liable for any investment decision made or action taken by you and others based on news, information, opinion, or any other material published on the Site or through the Services. We cannot take responsibility for, or make any claims or representations about, the accuracy, veracity, reliability or completeness of the data, information, and opinion provided through the Services.

Next Wave has no special relationship with or fiduciary duty to you. You acknowledge that Next Wave has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Next Wave from all liability for you having acquired or not acquired Content through the Site. Next Wave makes no representations concerning any Content contained in or accessed through the Site, and Next Wave will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services.

Next Wave neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY OF THE SERVICES OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICES, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.

Next Wave makes no representation or warranty, express or implied, with respect to any third party data provided to Next Wave or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. Next Wave will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by Next Wave or “force majeure” or any other cause beyond the control of Next Wave.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.

Electronic Communication Privacy Act Notice (18usc 2701-2711): Next Wave makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. Next Wave will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Next Wave’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

Indemnification
You shall defend, indemnify, and hold harmless Next Wave, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Services, Content or otherwise from your submissions to the Site, violation of the Agreement, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Next Wave reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Next Wave in asserting any available defenses.

Limitation of Liability
IN NO EVENT SHALL Next Wave, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Governing Law; Arbitration
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by User and Next Wave, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. User agrees that it may bring claims against Next Wave only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to Next Wave, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Next Wave.

Integration and Severability
This Agreement is the entire agreement between you and Next Wave with respect to the Services and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Next Wave with respect to the Site. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Business Continuity Plan
Next Wave has developed a Business Continuity Plan on how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.

Contacting Us- If after a significant business disruption you cannot contact us as you usually do, you should email us at alicia@NextWave.ventures. In case of a significant business disruption, the firm will place a notification on its website at NextWave.ventures on next steps.

Our Business Continuity Plan – Significant business disruptions can vary in their scope (location) and severity (minimal to severe). Regardless of the scope and severity, we plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our business continuity plan is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. We plan to continue in business, transfer operations offsite if necessary, and notify you through our contact information on how to contact us. As the firm does not hold customer funds or securities, if the significant business disruption is so severe that it prevents us from remaining in business, we will assure our customer’s prompt access to their funds at the escrow agent.

Our business continuity plan addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; and regulatory reporting. Please contact us should you want a copy of this plan.

Miscellaneous
You affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. This Agreement or any right, obligation, or remedy hereunder is not assignable, transferable, delegatable, or sublicensable by you except with Next Wave’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Next Wave may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.
Last Updated: November 5, 2013

Important Disclosure: By accessing this site and any pages thereof, you agree to be bound by Next Wave’s Terms of Service and Privacy Policy. Next Wave.ventures is intended for members only who are familiar with and able and willing to accept the risks of loss and illiquidity associated with private investments and subject to certain restrictions under the securities laws.