Member Charter & Code of Conduct

XI.A General

Each member acknowledges that he or she:

1. Is a natural person that satisfies at least one of the descriptions set forth immediately below in sections (i), (ii), or (iii):
   1. whose individual net worth, or joint net worth with such person’s spouse, exceeds USD 1,000,000 (or the equivalent in SGD);
   2. who has had in each of the last two years and who reasonably expects to have individual (not joint) income in excess of USD 200,000 (or the equivalent in SGD) this year; or
   3. who has had joint income (with such a person’s spouse) in each of the last two years in excess of USD 300,000 (or the equivalent in SGD) and who reasonably expects to have joint income (with such person’s spouse) in excess of USD 300,000 (or the equivalent in SGD) this year.
2. Understands that each member is required to make two investments per year to be eligible to renew their membership. One of those investments may be replaced by introducing at least two potential investments. This criteria may be waived based on the Leadership Team’s discretion.
3. Understands that, subject to portfolio founder request, each member is required to dedicate at least two hours of their time every quarter coaching portfolio founders to be eligible to renew their membership.
4. Understands that the XA Network is a community and does not provide financial advice. The information and/or materials have been provided on an “as is” basis without warranty of any kind regarding reliability and accuracy or fitness for a purpose, either express or implied. They are provided solely for general information only and are not intended and should not be taken as any offer or solicitation to do any investment. No assessment has been made by XA on the suitability of the investments for members, nor does it constitute investment advice. All members acknowledge that investments made are subject to risks including possible loss of the principal amount invested. Each member must conduct their analysis and due diligence to make their own decision in relation to investments into any company.
5. Understands that backtracking from hard commitment may result in a loss of membership depending on circumstances.
6. Understands and warrants that he or she will not solicit other members for business purposes during ‘XA Network’s events’ or otherwise.
7. Agrees to pay the one-time joining and annual contribution fee as determined by the leadership team of XA Network from time to time.
8. Agrees that the Annual Contribution Fee will be charged on a recurring basis.
9. Understands that they can opt-out of the renewal by contacting the XA team before their membership expires. If they have been charged, members may request for a full refund of the annual contribution fee within thirty (30) days of renewal. Thereafter, the renewal fees will be considered non-refundable.
10. Agrees to attend a one-time virtual onboarding session within 45 days after signing the XA membership charter and completing payment of fees. This session will orient new members to the XA Network, including but not limited to how the community presents itself, how to best engage and navigate, and answer any additional questions new members may have.
11. Understands that if a new member does not attend an onboarding session within 45 days after signing the XA membership charter and completing payment of fees, all membership privileges will be suspended and no extension of the original membership period will be granted. These privileges will be resumed after attending a subsequent onboarding session.
12. Will disclose to the XA Network any relationship which he or she had or has (or may have or is likely to have in the foreseeable future) with a company which presents during any ‘XA Network’s events’ (an “Introduced Company”), which creates or may create an actual or potential conflict between his or her personal interests and the interests of XA Network or other members of XA Network.
13. Understands that separately pursuing an investment or business relationship with an Introduced Company may result in a loss of membership unless he or she has received written confirmation from the leadership team of XA Network.
14. Understands that any sensitive or proprietary information received from an Introduced Company in connection with the evaluation of a potential investment in an Introduced Company shall be used solely for evaluating such investment unless disclosure of such information is required under applicable law, in which case any such disclosure must strictly comply with such applicable law and in relation to which each member must act in good faith. This includes and is not limited to the circulation of the name of the company, deal terms, name of co-investors, investment deck, data room documents, and due diligence call recordings, to non-XA Network members.
15. Understands that each member is expected to alert the Leadership Team of the XA Network if their role evolves into one that may give rise to a conflict of interest with XA (e.g., a member launches their own seed stage fund or joins a fund that invests at the seed stage and therefore may compete with the XA Network for allocation). The Leadership Team will then assess and decide if a termination of membership is needed.
16. Understands that the XA Network reserves the right to terminate their membership with 15 days’ notice, based on adherence to this charter and the code of conduct within. 

XI.B Virtual events etiquette

As a geographically distributed network, we primarily hold events (e.g., AMA calls, Fireside chats, AGM, etc.) through video conferences. To create a conducive environment for all and protect the XA Network brand in the broader ecosystem, we would appreciate it if members observe the following etiquette:

• Please leave your video on. It is challenging for a presenter to gauge the reaction of their audience with neither verbal nor visual cues. Leaving your video on also leads to increased speaker-audience engagement levels, resulting in a more fulfilling session for all in attendance.
• RSVP to accurately reflect planned attendance. All RSVPs to the calendar invite should be reflected at least 24 hours in advance. This will help the speaker and us better prepare for the session. We understand that unavoidable emergencies may emerge but would appreciate it if members can honor their RSVP as significant discrepancies between the RSVP and actual attendance list negatively impacts how the XA Network is perceived across the ecosystem.
• Attend the full event. Similar to a work meeting, showing up on time demonstrates respect for the presenter and fellow members. Each session typically begins with critical introductions. By showing up late, you may miss out on critical context, and asking for a repeat will disrupt the session’s flow. Similarly, staying for the full duration shows respect to the organizers and other attendees that have set aside the time to attend. If an unavoidable emergency arises, please give advance notice to the host and speaker to manage the flow of the event accordingly.

XI.C Handling The Media

While most members have had media training from their workplaces and are well versed in dealing with the media, some may be unclear about the right narrative or specific data points. To address the situation and support our members around dealing with the media we would encourage all media approaches (traditional or social) regarding the XA Network to be communicated immediately to our Media Advisor at press@xanetwork.co. We will coordinate the response and manage the contact with the journalist and relevant member(s). Having our Media Advisor as a buffer will protect members and allow us to curate the correct response for media articles about the XA Network and our work. Additionally, if you have been invited to speak at events or on webinars, please seek our counsel on positioning and message around the XA Network.

The advisory to all members is:

1. Any approach from a journalist (or social media platforms) to ask you about anything to do with XA Network or your participation as a member via text, email or phone should be referred to press@xanetwork.co
2. If you have received a call or have met a journalist in person, please follow these three steps to manage the interaction:
   • Acknowledge the question/ask
   • Bridge to safety by saying you’ve made a note, don’t respond
   • Control the conversation by thanking them for their interest and saying you will revert
3. Take note of important information such as the reporter’s name, their story angle, their deadline, who else they’ve approached for comment. Don’t be afraid to ask these questions – it’s your right to know.