The Network Bank Group — Terms, Conditions, and Disclosures

Last updated: July 23, 2026
Version: 2.1 (consolidated; Partner FI absorb)
Entities: The Network Bank Ltd. Co. and The Network Labs Ltd. Co. (together, the Network Bank Group)

These Terms, Conditions, and Disclosures govern non-U.S. customer relationships with The Network Bank Ltd. Co. (and The Network Labs Ltd. Co. for brokerage/custody). They include master platform terms, bank account terms, brokerage/custody terms, legal notices, cookies notice, routing addendum, electronic communications / e-sign consent, partner / licensed financial institution disclosures, and Partner Financial Institution funds-transfer / ACH authorization terms for partner-supported rails.

U.S. customers are not onboarded under these terms. U.S. customers use the Network Capital LLC Terms, Conditions, and Disclosures and Network Capital Privacy Policy.

Separate documents you also accept at onboarding:

1. Network Bank Group Privacy Policy
2. Agent of Payee Services Agreement (appointing Network Pay LLC and Network Clearing LLC)

Part A — Master Platform Terms and Conditions

1. Introduction and Acceptance

1.1 The Network Bank Group

Welcome to The Network Bank Group (the “Group”). These Master Terms and Conditions (the “Agreement” or “Terms”) govern your access to and use of websites, mobile applications, and technology platforms (collectively, the “Platform”) provided by entities within The Network Bank Group.

The Network Bank Group comprises:

• The Network Bank (The Network Bank Ltd. Co.) — International banking services (Próspera ZEDE)
• The Network Labs Ltd. Co. — Brokerage and custody services (Próspera ZEDE)

(Collectively, the “Companies,” “we,” “us,” or “our” in this document)

Merchant / payment-acceptance services are provided under the separate Agent of Payee Services Agreement with Network Pay LLC and Network Clearing LLC. Those entities are not the primary account relationship under these Terms.

Services are provided by one or more entities depending on the type of services you request, your location and eligibility, regulatory requirements, and business operations.

1.2 Agreement to Terms

By accessing or using the Platform, creating an account, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these Terms, you must not access or use the Platform.

1.3 Scope of Agreement

This Agreement establishes the general terms applicable to all users of the Platform.

Your contractual relationship is with the specific entity or entities within The Network Bank Group that provide services to you.

Later Parts of these Terms include the applicable Bank Account, Brokerage/Custody, Legal Notices, Cookies, routing, e-sign, and partner disclosure terms. Additional onboarding documents:

• Network Bank Group Privacy Policy (separate acceptance)
• Agent of Payee Services Agreement with Network Pay LLC and Network Clearing LLC (merchant / payment-acceptance; no separate Network Pay or Network Clearing terms or privacy policy required)

In the event of a conflict between Part A and a later Part of these Terms for a particular service, the more specific Part controls for that service.

1.4 Affiliated Companies

The entities within The Network Bank Group are affiliated companies under common ownership and control. While we provide integrated services, each entity is a separate legal entity with separate regulatory obligations, liabilities, and terms of service. Information may be shared among Group entities as described in our Privacy Policy.

1.5 Electronic Agreement

You agree that this Agreement is executed electronically, and your electronic acceptance constitutes your signature and agreement to be bound by all terms and conditions herein. This Agreement is legally binding and enforceable against you.

2. Definitions

• “Account” means any account you establish with us to access and use our services.
• “Companies” or “Group entities” means the entities within The Network Bank Group.
• “Digital Assets” means cryptocurrencies, digital tokens, stablecoins, and other blockchain-based digital assets.
• “Fiat Currency” means government-issued currencies such as USD, EUR, GBP, and other national currencies.
• “The Network Bank Group” or “Group” means The Network Bank (The Network Bank Ltd. Co.), The Network Labs Ltd. Co., and their affiliates and subsidiaries, collectively. Network Pay LLC and Network Clearing LLC are affiliates appointed under the separate Agent of Payee Services Agreement.
• “Services” means all banking, brokerage, custody, payment, exchange, and related financial services provided by entities within The Network Bank Group.
• “User,” “you,” or “your” means any individual or entity accessing or using the Platform.

3. Eligibility and Restrictions

3.1 General Eligibility

To use our Platform and Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction of residence).
• Have the legal capacity to enter into binding contracts.
• Not be a resident or national of a Restricted Jurisdiction (as defined below).
• Comply with all applicable laws in your jurisdiction.

3.2 Restricted Jurisdictions

Our Services are not available to persons who are residents, nationals, or located in:

• The United States of America and its territories
• Any jurisdiction subject to international sanctions (including but not limited to Iran, North Korea, Syria, Cuba, Crimea region)
• Any jurisdiction where the provision of our Services would be illegal or require licensing we do not possess
• Such other jurisdictions as we may designate from time to time in our sole discretion

3.2A U.S. Customers

Residents and nationals of the United States are not eligible for The Network Bank Group banking platform under these Master Terms. U.S. customers seeking investment account, cash management, and associated services are onboarded with Network Capital LLC under separate Network Capital terms, disclosures, and privacy policy, together with Agent of Payee acceptance for Network Pay LLC and Network Clearing LLC.

3.3 Prohibited Persons

You may not use our Services if you are:

• Listed on any sanctions list maintained by the United Nations, European Union, United Kingdom, or other relevant international bodies
• A Politically Exposed Person (PEP) unless you have received our express written approval
• Acting on behalf of any person or entity that would be ineligible to use our Services
• Subject to any legal restriction or prohibition on using financial services

3.4 Corporate and Entity Accounts

If you are accessing the Platform on behalf of a legal entity:

• You represent and warrant that you are authorized to bind that entity to this Agreement
• The entity is duly formed, validly existing, and in good standing in its jurisdiction of formation
• The entity has full power and authority to enter into and perform its obligations under this Agreement
• All necessary corporate approvals have been obtained

3.5 Verification of Eligibility

We reserve the right to verify your eligibility at any time and may request additional documentation or information. Failure to provide requested information may result in suspension or termination of your access to the Platform.

4. Account Registration and Security

4.1 Account Creation

To access certain Services, you must create an Account by providing accurate, current, and complete information as requested in our registration process.

You agree to:

• Provide truthful, accurate, and complete information
• Maintain and promptly update your information to keep it accurate and current
• Notify us immediately of any changes to your contact information, residency, or other material information

4.2 Account Credentials

You are responsible for maintaining the confidentiality and security of your account credentials, including:

• Username and password
• Multi-factor authentication codes
• API keys (if applicable)
• Any other security credentials

You are solely responsible for all activities that occur under your Account, whether or not authorized by you.

You agree to:

• Use strong, unique passwords
• Enable multi-factor authentication when available
• Not share your credentials with any third party
• Notify us immediately if you suspect any unauthorized access or security breach

4.3 Account Monitoring

We reserve the right to monitor your Account for security, compliance, and risk management purposes.

We may suspend, restrict, or terminate your Account if we detect:

• Suspicious or unusual activity
• Violations of this Agreement
• Potential fraud, money laundering, or other illegal activity
• Security vulnerabilities or compromises

4.4 One Account Per User

You may maintain only one Account unless you have received our express written permission to open additional Accounts. Creating multiple Accounts without authorization may result in immediate termination of all Accounts.

5. Acceptable Use and Prohibited Activities

5.1 Permitted Use

You may use the Platform and Services only for lawful purposes and in accordance with this Agreement.

You agree to comply with all applicable laws, regulations, and rules.

5.2 Prohibited Activities

You shall not:

Illegal Activities:

• Use our Services for any illegal purpose or in violation of any applicable laws
• Engage in money laundering, terrorist financing, or sanctions evasion
• Use our Services to facilitate fraud, theft, or other criminal activities
• Violate any export control or trade sanctions laws

Market Manipulation and Abuse:

• Engage in market manipulation, including wash trading, spoofing, or layering
• Use our Services to manipulate prices or create false or misleading market conditions
• Engage in front-running or insider trading
• Coordinate with others to manipulate markets

Platform Abuse:

• Attempt to gain unauthorized access to our systems, networks, or data
• Use any automated system, bot, or scraping tool without our express written permission
• Introduce viruses, malware, or other malicious code
• Attempt to reverse engineer, decompile, or disassemble any part of the Platform
• Interfere with or disrupt the integrity or performance of the Platform
• Circumvent any security features or access controls

Account Misuse:

• Create false or misleading accounts or impersonate others
• Use another user’s Account without authorization
• Sell, transfer, or sublicense your Account to others
• Share your Account credentials with third parties

Content and Communication:

• Post or transmit any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable content
• Infringe upon the intellectual property rights of others
• Spam, solicit, or advertise to other users without permission

Circumvention:

• Use VPNs, proxies, or other tools to circumvent geographic restrictions
• Misrepresent your location, identity, or eligibility
• Attempt to evade any monitoring, compliance, or security measures

5.3 Consequences of Prohibited Activities

Violation of these prohibitions may result in:

• Immediate suspension or termination of your Account
• Forfeiture of funds or assets in your Account
• Reporting to law enforcement or regulatory authorities
• Legal action to recover damages
• Permanent ban from our Services

6. Intellectual Property Rights

6.1 Ownership

The Platform and all content, features, and functionality (including but not limited to software, text, graphics, logos, images, audio, video, and design) are owned by us or our licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your personal or internal business purposes.

You may not:

• Reproduce, distribute, modify, or create derivative works of the Platform or any content
• Remove or alter any copyright, trademark, or other proprietary notices
• Use any content or materials from the Platform for commercial purposes without our express written consent
• Frame or mirror any part of the Platform without our express written permission

6.3 Trademarks

“The Network Bank,” “The Network Labs,” and all related logos, service marks, and trade names are our proprietary trademarks or those of our affiliates.

You may not use these marks without our prior written permission.

6.4 User Content

If you submit, post, or transmit any content, feedback, suggestions, or ideas to us (collectively, “User Content”), you grant us a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content in any media.

You represent and warrant that:

• You own or have the necessary rights to submit User Content
• Your User Content does not infringe upon the rights of any third party
• Your User Content complies with this Agreement and all applicable laws

6.5 Feedback

Any feedback, suggestions, or ideas you provide to us regarding the Platform or Services shall be deemed non-confidential, and we shall be free to use such feedback without any obligation to you.

7. Privacy and Data Protection

7.1 Privacy Policy

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Platform, you consent to our collection and use of your information as described in the Privacy Policy.

7.2 Consent to Data Processing

You consent to:

• The collection of your personal and financial information
• The processing and use of your information for service delivery, compliance, risk management, and product improvement
• The transfer of your information to third-party service providers, affiliates, and regulatory authorities as described in our Privacy Policy
• The international transfer of your information, including to jurisdictions with different data protection laws

7.3 Communications

By creating an Account, you consent to receive electronic communications from us, including:

• Transactional notifications and confirmations
• Account statements and records
• Service updates and announcements
• Marketing communications (you may opt-out of marketing communications)

You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

8. Disclaimers and Warranties

8.1 “AS IS” and “AS AVAILABLE” Basis

THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

8.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING:

• Merchantability, fitness for a particular purpose, and non-infringement
• Uninterrupted, timely, secure, or error-free operation of the Platform or Services
• Accuracy, reliability, or completeness of any content, information, or data on the Platform
• Correction of defects or errors in the Platform
• Freedom from viruses or other harmful components
• Security of data transmission or storage

8.3 Third-Party Services

We may integrate with or rely upon third-party services, including:

• Market data providers
• Payment processors
• Blockchain networks
• Sub-custodians and brokers
• Technology infrastructure providers

We make no representations or warranties regarding any third-party services and expressly disclaim all liability for the acts, omissions, or failures of any third party.

8.4 No Investment Advice

We do not provide investment, financial, legal, or tax advice. Any information provided on the Platform is for general informational purposes only and should not be construed as advice or a recommendation.

You are solely responsible for:

• Evaluating the merits and risks of any investment or transaction
• Seeking independent professional advice as appropriate
• Making your own investment decisions
• Complying with your tax obligations

8.5 Market Information Disclaimer

Any market data, prices, charts, analysis, or other information provided on the Platform is for informational purposes only. We do not guarantee the accuracy, completeness, or timeliness of such information.

• Prices may be delayed or differ from actual market prices
• Historical performance is not indicative of future results
• Markets are volatile and unpredictable
• You should not rely solely on information from the Platform for trading or investment decisions

8.6 No Guarantee of Performance

We make no guarantees regarding:

• Investment returns or profits
• Execution of orders at specific prices
• Availability of liquidity
• Performance of Digital Assets or securities
• Achievement of any financial goals

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM OR SERVICES SHALL NOT EXCEED THE GREATER OF:

1. THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100).

9.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business, or anticipated savings
• Loss of data, goodwill, or reputation
• Cost of procurement of substitute services
• Any other intangible losses

WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Force Majeure

We shall not be liable for any failure or delay in performance of our obligations due to circumstances beyond our reasonable control, including:

• Acts of God, natural disasters, epidemics, or pandemics
• War, terrorism, civil unrest, or government action
• Labor disputes, strikes, or lockouts
• Failure or disruption of utilities, telecommunications, or internet services
• Blockchain network failures, forks, or congestion
• Cyber-attacks, hacking, or security breaches affecting third parties
• Changes in law or regulatory action
• Failure of third-party service providers

9.4 Blockchain and Digital Asset Risks

We shall not be liable for any losses arising from:

• Blockchain network issues, including forks, congestion, delays, or failures
• Smart contract bugs, vulnerabilities, or exploits
• Loss of private keys or access credentials
• Irreversible transactions on blockchain networks
• Volatility or price fluctuations of Digital Assets
• Regulatory actions affecting Digital Assets
• Exchanges or networks suspending trading or deposits/withdrawals
• Any other risks inherent in blockchain technology or Digital Assets

9.5 Third-Party Actions

We shall not be liable for:

• Acts or omissions of sub-custodians, brokers, exchanges, or other third-party service providers
• Failure, insolvency, or bankruptcy of any third party
• Hacking, theft, or fraud perpetrated by third parties
• Errors or delays caused by payment systems, banks, or financial institutions

9.6 Your Actions

We shall not be liable for any losses resulting from:

• Your breach of this Agreement
• Your negligence, willful misconduct, or fraud
• Your failure to secure your Account credentials
• Your investment decisions or trading activities
• Your failure to comply with applicable laws

9.7 Essential Purpose

You acknowledge that the limitations and exclusions of liability set forth in this Section 9 are fundamental elements of the agreement between you and us, and that we would not provide the Services without these limitations.

10. Indemnification

10.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless the Companies, our affiliates, and our respective officers, directors, employees, agents, licensors, and service providers (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

• Your breach of this Agreement or any applicable law
• Your use or misuse of the Platform or Services
• Your violation of any rights of any third party
• Your User Content or any content you submit
• Your investment decisions or trading activities
• Any fraud, negligence, or willful misconduct by you
• Any inaccurate, false, or misleading information you provide

10.2 Defense of Claims

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.

11. Dispute Resolution

11.1 Governing Law

This Agreement and any dispute or claim arising out of or relating to it shall be governed by and construed in accordance with the laws of Próspera ZEDE, without regard to its conflict of law provisions.

11.2 Jurisdiction and Venue

You agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be subject to the exclusive jurisdiction of Próspera ZEDE.

11.3 Arbitration

All disputes must be resolved through binding arbitration:

• Arbitration Rules: Disputes shall be resolved through arbitration administered by the Próspera Arbitration Centerin accordance with their commercial arbitration rules.
• Location: Arbitration shall take place in Próspera or another mutually agreed location.
• Language: Arbitration proceedings shall be conducted in English.
• Award: The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

11.4 Waiver of Class Actions

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR SIMILAR PROCEEDING.

11.5 Informal Resolution

Before initiating formal proceedings, you agree to first contact us to attempt to resolve any dispute informally.

We will likewise attempt to resolve disputes informally before initiating formal proceedings.

12. Termination and Suspension

12.1 Termination by You

You may terminate your Account at any time by:

• Providing written notice to us
• Withdrawing all funds and assets from your Account
• Satisfying all outstanding obligations

We may require a reasonable period to process account closure.

12.2 Termination by Us

We may suspend, restrict, or terminate your access to the Platform or your Account at any time, with or without notice, for any reason, including:

• Breach of this Agreement
• Violation of applicable laws or regulations
• Fraudulent, suspicious, or illegal activity
• Risk management or compliance concerns
• Extended inactivity
• Request by law enforcement or regulatory authorities
• Business or operational reasons

12.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases
• We may delete your Account and all associated data
• You remain obligated to pay any outstanding fees or obligations
• We will return your assets in accordance with applicable law and our procedures, subject to our rights of setoff
• All provisions of this Agreement that by their nature should survive termination shall survive, including: ownership, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions

12.4 No Liability for Termination

We shall not be liable to you or any third party for any termination or suspension of your access to the Platform or Services.

13. Fees and Payments

13.1 Fees

You agree to pay all applicable fees for the Services you use, as set forth in our fee schedules published on the Platform or in service-specific terms. Fees may include:

• Account maintenance fees
• Transaction fees
• Trading commissions
• Custody fees
• Withdrawal fees
• Network or blockchain fees (passed through)

13.2 Changes to Fees

We reserve the right to change our fees at any time upon reasonable notice to you.

Continued use of the Services after fee changes become effective constitutes your acceptance of the new fees.

13.3 Payment Authorization

By using the Services, you authorize us to:

• Deduct fees from your Account balance
• Liquidate assets in your Account to satisfy fees, if necessary
• Charge any payment method you have provided

13.4 Taxes

You are responsible for determining and paying any taxes applicable to your use of the Services, including income tax, capital gains tax, value-added tax, or other taxes.

We may withhold or report taxes as required by applicable law.

14. Amendments and Modifications

14.1 Right to Amend

We reserve the right to modify, amend, or update this Agreement at any time in our sole discretion.

We will provide notice of material changes by:

• Posting the updated Agreement on the Platform with a new “Last Updated” date
• Sending notice to your registered email address
• Displaying a notice on the Platform

14.2 Effective Date of Changes

Amendments shall become effective thirty (30) days after notice is provided, unless we specify a different effective date.

14.3 Acceptance of Amendments

Your continued access to or use of the Platform or Services after the effective date of any amendments constitutes your acceptance of the amended Agreement. If you do not agree to the amendments, you must stop using the Platform and close your Account.

14.4 Current Version

The current version of this Agreement is always available on our website. You should review this Agreement periodically.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with our Privacy Policy, Cookies Policy, and any service-specific terms, constitutes the entire agreement between you and us regarding your use of the Platform and Services, and supersedes any prior agreements, understandings, or representations.

15.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign, transfer, or delegate this Agreement or your rights or obligations hereunder without our prior written consent.

We may freely assign this Agreement or any rights hereunder, in whole or in part, without notice or your consent, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

15.5 No Third-Party Beneficiaries

This Agreement does not and is not intended to confer any rights or remedies upon any person other than you and us.

15.6 Relationship of the Parties

Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and us. You have no authority to bind us or make representations on our behalf.

15.7 Language

This Agreement is executed in the English language. Any translation is provided for convenience only. In the event of any conflict or inconsistency, the English version shall prevail.

15.8 Notices

All notices to us must be sent to:

The Network Bank Ltd. Co. & The Network Labs Ltd. Co. Beta Building, St. John’s Bay, Oficina 6, Roatán, Islas de Bahia, 34101, Republic of Honduras Email: legal@thenetworkbank.com

Notices to you will be sent to the email address or mailing address associated with your Account.

15.9 Headings

The headings and subheadings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

15.10 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control.

Acknowledgment

BY CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Part B — Bank Account Terms and Conditions

1. Introduction and Scope

1.1 Agreement Structure

These Bank Account Terms and Conditions (the “Bank Terms”) govern your relationship with The Network Bank Ltd. Co. (the “Bank,” “we,” “us,” or “our”) regarding the provision of banking services. These Bank Terms supplement and are incorporated into the Master Terms and Conditions for Website and Application Use (the “Master Terms”). In the event of any conflict between these Bank Terms and the Master Terms, these Bank Terms shall prevail with respect to banking services.

1.2 Acceptance

By opening a bank account with us, you agree to be bound by these Bank Terms, the Master Terms, our Privacy Policy, and any other applicable policies or agreements. Your continued use of banking services constitutes ongoing acceptance of these terms as they may be amended from time to time.

1.3 Banking Services

We provide the following banking services:

• Deposit accounts (current/checking, savings, multi-currency)
• Payment services (wire transfers, electronic transfers)
• Currency exchange services
• Digital currency integration (crypto on-ramp/off-ramp)
• Such other banking services as we may offer from time to time

1.4 Not Deposit Insurance

IMPORTANT: Deposits held with The Network Bank are not insured by any deposit insurance scheme, government guarantee, or investor protection program. Your deposits are subject to the general creditworthiness of the Bank and are at risk in the event of the Bank’s insolvency.

2. Account Types and Opening

2.1 Account Types

We offer the following types of accounts:

2.1.1 Personal Accounts

• Individual accounts (sole ownership)
• Joint accounts (multiple account holders with joint and several liability)
• Available in single or multiple currencies

2.1.2 Business Accounts

• Corporate accounts
• Partnership accounts
• Trust accounts
• Foundation accounts
• Other entity accounts

2.1.3 Multi-Currency Accounts

Multi-currency accounts allow you to hold, receive, and send funds in multiple Fiat Currencies and, where applicable, integrate with Digital Assets. Currency conversion is available at our prevailing exchange rates.

2.2 Account Opening Process

2.2.1 Application

To open an account, you must:

• Complete our account application form
• Provide all requested information and documentation
• Agree to these Bank Terms and all applicable policies
• Pass our identity verification and due diligence procedures

2.2.2 Identity Verification

We will verify your identity using:

• Government-issued identification documents (passport, national ID, driver’s license)
• Proof of address (utility bill, bank statement, government document)
• Biometric verification (if applicable)
• Video verification (if required)

2.2.3 Business Account Requirements

For business accounts, we require:

• Certificate of incorporation or formation documents
• Operating agreement, bylaws, or trust deed
• Register of directors and shareholders/beneficial owners
• Identification of authorized signatories
• Proof of business address
• Business licenses (if applicable)
• Source of funds and source of wealth documentation

2.2.4 Due Diligence

As part of our onboarding process, we conduct risk-based due diligence, which may include:

• Source of funds inquiry
• Source of wealth assessment
• Purpose of account
• Expected account activity
• Enhanced due diligence for higher-risk customers

2.2.5 Account Approval

We reserve the right to accept or decline any application in our sole discretion.

We may request additional information or documentation at any time.

2.3 Account Information

You agree to:

• Provide accurate, current, and complete information
• Update information promptly when it changes
• Notify us of changes in ownership, control, or beneficial ownership
• Notify us of changes in residency, citizenship, or tax status
• Notify us of any legal proceedings, insolvency, or other material events affecting you

Your failure to maintain current information may result in account restrictions or closure.

2.4 Authorized Signatories

For business accounts, you must designate authorized signatories who are authorized to:

• Give instructions on the account
• Execute transactions
• Request information
• Bind the entity

You agree to notify us immediately of any changes to authorized signatories, and we may require updated documentation.

2.5 Joint Accounts

For joint accounts:

• Each account holder has full authority to operate the account independently (unless otherwise agreed in writing)
• Each account holder is jointly and severally liable for all obligations on the account
• We may act on the instructions of any account holder
• All account holders must agree to close the account
• In the event of death of one account holder, the account may pass to the surviving account holder(s) unless we receive notice otherwise

3. Deposits and Credits

3.1 Methods of Deposit

You may deposit funds into your account by:

• Wire transfer (SWIFT or other international payment systems)
• Electronic transfer from another financial institution
• Internal transfer from another account with us
• Conversion from Digital Assets (where supported)
• Such other methods as we may support

3.2 Currency

Deposits may be made in any currency we support. If you deposit funds in a currency different from your account currency, we will convert the funds at our prevailing exchange rate at the time of deposit.

3.3 Processing Time

Deposits are generally credited to your account:

• Wire transfers: 1-3 business days (depending on correspondent banks)
• Internal transfers: Immediately or same business day
• Digital Asset conversions: After confirmation on the blockchain (timing varies)

We are not responsible for delays caused by correspondent banks, payment systems, or blockchain networks.

3.4 Verification and Holds

We may place a hold on deposited funds for:

• Verification of the source of funds
• Compliance checks
• Risk assessment
• Correspondent bank processing time
• Fraud prevention

We will notify you if a hold is placed and the expected duration.

3.5 Returned Deposits

If a deposit is returned, reversed, or otherwise fails to clear, we will:

• Debit your account for the returned amount
• Charge any applicable return fees
• Reserve the right to close your account if returns are frequent

3.6 Large or Unusual Deposits

We may request additional information regarding the source and purpose of large or unusual deposits. Failure to provide requested information may result in the deposit being returned or the account being restricted.

3.7 Interest on Deposits

Unless otherwise agreed in writing, deposits do not bear interest. If interest is offered, the rate, calculation method, and payment frequency will be disclosed separately.

4. Withdrawals and Debits

4.1 Methods of Withdrawal

You may withdraw funds from your account by:

• Wire transfer to another financial institution
• Electronic transfer
• Internal transfer to another account with us
• Conversion to Digital Assets (where supported)
• Such other methods as we may support

4.2 Processing Time

Withdrawals are generally processed:

• Wire transfers: 1-3 business days
• Internal transfers: Same business day or immediately
• Digital Asset conversions: After blockchain confirmation Processing times may be longer for large withdrawals or during periods of high volume.

4.3 Withdrawal Limits

We may impose daily, weekly, or monthly withdrawal limits for security and operational reasons. Limits may vary based on:

• Account verification level
• Account history and activity
• Risk assessment
• Withdrawal method

You may request higher limits, subject to enhanced verification.

4.4 Verification Requirements

For withdrawals, we may require:

• Multi-factor authentication
• Additional identity verification
• Purpose of payment information
• Beneficiary information
• Source of funds documentation

4.5 Withdrawal Restrictions

We may delay, refuse, or reverse a withdrawal if:

• There are insufficient funds in your account
• We suspect fraud, money laundering, or other illegal activity
• The withdrawal violates sanctions or legal requirements
• We have concerns about the transaction
• The withdrawal is to a high-risk or sanctioned jurisdiction
• Required documentation is not provided

4.6 Withdrawal Fees

Withdrawal fees are set forth in our fee schedule. Fees may include:

• Our withdrawal processing fee
• Correspondent bank fees (deducted from the transfer amount)
• Network or blockchain fees (for Digital Asset conversions)

4.7 Currency Conversion

If you withdraw funds in a currency different from your account currency, we will convert the funds at our prevailing exchange rate at the time of withdrawal. Exchange rates include a spread, which constitutes part of our compensation.

4.8 Unclaimed Withdrawals

If a withdrawal is returned to us due to incorrect beneficiary information or other issues, we will:

• Credit the funds back to your account (minus any fees incurred)
• Notify you of the return
• Request corrected information if you wish to resubmit the withdrawal

5. Payment Services

5.1 Wire Transfers

5.1.1 Outgoing Wires

To initiate an outgoing wire transfer, you must provide:

• Beneficiary name and address
• Beneficiary bank name, address, and SWIFT/BIC code
• Beneficiary account number or IBAN
• Transfer amount and currency
• Purpose of payment (if required)

We process wire transfers on a best-efforts basis using correspondent banking networks. We are not responsible for delays or errors caused by correspondent banks or beneficiary banks.

5.1.2 Incoming Wires

For incoming wire transfers, you must provide the sender with:

• Our bank name, address, and SWIFT/BIC code
• Your account number
• Any required reference or message

We will credit incoming wires to your account after: - Receipt of funds from the correspondent bank - Verification and compliance screening - Currency conversion (if applicable)

5.1.3 Wire Transfer Risks

You acknowledge that:

• Wire transfers are generally irrevocable once sent
• We cannot guarantee recovery of misdirected funds
• Correspondent banks may deduct fees from the transfer amount
• Transfer times vary and are not guaranteed
• Exchange rates may fluctuate between initiation and completion

5.2 Electronic Transfers

We may support electronic transfer methods such as SEPA, Faster Payments, or similar domestic payment systems where available. Terms specific to each payment method will be disclosed when you use the service.

5.3 Internal Transfers

Transfers between your accounts with us, or to other customers of the Bank, are typically processed immediately or on the same business day at no charge (unless otherwise specified).

5.4 Digital Currency Integration

5.4.1 Crypto On-Ramp

You may fund your account by converting Digital Assets to Fiat Currency, subject to:

• Supported Digital Assets (as listed on our Platform)
• Minimum and maximum transaction amounts
• Verification requirements
• Applicable fees and exchange rates
• Blockchain confirmation times

5.4.2 Crypto Off-Ramp

You may withdraw funds from your account by converting Fiat Currency to Digital Assets, subject to the same conditions as deposits.

5.4.3 Digital Asset Services

For custody, trading, or other Digital Asset services beyond simple conversion, please refer to the Brokerage/Custodian Terms and Conditions applicable to The Network Labs Ltd. Co.

5.5 Payment Authorization

All payment instructions must be authorized by you or an authorized signatory using:

• Secure login credentials
• Multi-factor authentication
• Digital signature or other verification method

We may refuse to execute payment instructions if we have concerns about their authenticity or legitimacy.

5.6 Payment Limits

We may impose limits on payment amounts, frequency, or destination for security and compliance reasons. Limits may be adjusted based on your account history and verification level.

5.7 Cancellation and Errors

5.7.1 Cancellation

You may request cancellation of a payment before it is processed.

We will make reasonable efforts to accommodate cancellation requests, but we cannot guarantee success, especially for wire transfers already sent.

5.7.2 Errors

If you identify an error in a payment transaction, you must notify us immediately.

We will investigate and attempt to correct the error, but we cannot guarantee recovery of funds sent in error.

You are responsible for ensuring the accuracy of all payment instructions. We are not liable for losses resulting from incorrect information you provide.

5.8 Third-Party Payment Processors and Partner Financial Institutions

We may use third-party payment processors and Partner Financial Institutions for certain payment, ACH, wire, settlement, and related services. For standard partner-supported funds-transfer and bank rails offered through the platform, the material customer terms are absorbed in Parts H and I of these Terms — you are not required to accept a separate Partner Bank funds-transfer pack at onboarding for those rails. Specialty products that legally require issuer-specific terms (for example, certain cardholder agreements) may still present limited product-specific terms for that product only.

6. Fees and Charges

6.1 Fee Schedule

Our current fees for banking services are published on our website and are incorporated herein by reference. Fees may include:

• Account maintenance fees (monthly or annual)
• Minimum balance fees
• Transaction fees
• Wire transfer fees (incoming and outgoing)
• Currency conversion spreads
• Withdrawal fees
• Statement fees (for paper statements)
• Dormant account fees
• Account closure fees
• Research or documentation fees
• Overdraft fees (if overdrafts are permitted)
• Stop payment fees
• Returned item fees
• Such other fees as we may charge

6.2 Fee Payment

Fees are automatically deducted from your account balance. If your account has insufficient funds to cover fees, we may:

• Liquidate assets in your account (if you also have a brokerage account with us)
• Suspend account services until fees are paid
• Close your account
• Take legal action to recover fees

6.3 Fee Changes

We may change our fees at any time upon thirty (30) days’ notice to you (or such other notice period as may be required by applicable law). Notice will be provided by:

• Email to your registered email address
• Notice posted on our website or Platform
• Message in your account dashboard

Continued use of banking services after the effective date of fee changes constitutes your acceptance of the new fees.

6.4 Third-Party Fees

You are responsible for any fees charged by:

• Correspondent banks
• Beneficiary banks
• Payment systems
• Blockchain networks
• Currency conversion intermediaries

Such fees may be deducted from the transaction amount or charged separately.

6.5 Currency of Fees

Fees are typically charged in the currency of your account. If your account does not have sufficient balance in the required currency, we may convert from another currency at our prevailing exchange rate.

7. Interest

7.1 Interest-Bearing Accounts

Certain accounts may earn interest on deposit balances. Interest terms, if applicable, will be disclosed separately and may include:

• Interest rate (fixed or variable)
• Calculation method (e.g., daily balance)
• Payment frequency (e.g., monthly, quarterly)
• Minimum balance requirements
• Tiered rate structures

7.2 Interest Calculation

Interest is calculated on the daily ending balance and compounded daily unless otherwise specified.

7.3 Interest Rate Changes

For variable-rate accounts, we may change interest rates at any time at our discretion.

We will provide notice of rate changes as required by applicable law.

7.4 Negative Interest Rates

In the event of negative interest rate environments, we reserve the right to charge negative interest (i.e., a fee) on deposit balances.

We will provide advance notice before implementing negative interest rates.

7.5 Tax Treatment

You are solely responsible for determining the tax treatment of any interest earned and paying any applicable taxes.

We may withhold taxes as required by applicable law.

8. Account Statements and Records

8.1 Statement Frequency

We will provide account statements on a monthly basis (or as otherwise agreed). Statements will be made available electronically through your online account dashboard.

8.2 Electronic Statements

By opening an account, you consent to receive statements and other account documents electronically.

You may request paper statements for an additional fee.

8.3 Statement Review

You must review your statements promptly upon receipt. You must notify us of any errors, unauthorized transactions, or discrepancies within:

• Sixty (60) days of the statement date for ordinary errors
• Fourteen (14) days of the statement date for unauthorized transactions or fraud

Failure to notify us within these timeframes may result in your inability to dispute the transaction or error.

8.4 Records Retention

We will retain records of your account activity for a period of at least seven (7) years as required by applicable law.

You may request copies of records, subject to a research fee.

8.5 Confirmations

We will provide confirmations for transactions such as wire transfers, large withdrawals, or other significant account activity. Confirmations may be provided electronically via email or through your account dashboard.

9. Security and Fraud Prevention

9.1 Account Security

You are responsible for maintaining the security of your account, including:

• Keeping your login credentials confidential
• Using strong, unique passwords
• Enabling multi-factor authentication
• Not sharing your account access with others
• Monitoring your account regularly for unauthorized activity

9.2 Reporting Unauthorized Transactions

You must notify us immediately if you:

• Suspect unauthorized access to your account
• Identify unauthorized transactions
• Lose your authentication device or credentials
• Suspect your account has been compromised

Prompt reporting is essential to limit your liability and enable us to take protective action.

9.3 Liability for Unauthorized Transactions

9.3.1 Limited Liability

If you notify us promptly of unauthorized transactions, your liability is limited to:

• Transactions occurring before you notified us
• Transactions you could have prevented with reasonable care

9.3.2 Full Liability

You are fully liable for unauthorized transactions if:

• You fail to report the unauthorized transaction within the required timeframe
• You were negligent in safeguarding your credentials
• You authorized the transaction directly or indirectly
• You allowed others to access your account
• You engaged in fraud or collusion

9.4 Fraud Prevention Measures

We may implement security measures including:

• Transaction limits
• Multi-factor authentication requirements
• IP address monitoring and geolocation
• Behavioral analysis
• Temporary holds or restrictions on suspicious transactions
• Account freezing in cases of suspected fraud

You agree to cooperate with our fraud prevention measures and provide any requested information.

9.5 Phishing and Social Engineering

We will never ask you to provide your password, full authentication codes, or other sensitive information via email, phone, or unsolicited messages. Be vigilant against phishing attempts and report suspicious communications to us immediately.

9.6 Disclaimer

We are not liable for losses resulting from:

• Your failure to follow security protocols
• Phishing or social engineering attacks that you fall victim to
• Unauthorized access caused by your negligence
• Third-party breaches of systems not under our control

10. Compliance and Due Diligence

10.1 Anti-Money Laundering (AML) and Know Your Customer (KYC)

We are committed to preventing money laundering, terrorist financing, and other financial crimes. We implement risk-based AML/KYC procedures, including:

• Customer identification and verification
• Ongoing monitoring of account activity
• Enhanced due diligence for higher-risk customers
• Suspicious activity detection and reporting
• Record-keeping and documentation

10.2 Customer Obligations

You agree to:

• Provide accurate and truthful information
• Respond promptly to requests for information or documentation
• Notify us of changes in your risk profile (e.g., becoming a Politically Exposed Person)
• Not use your account for illegal purposes
• Not engage in money laundering, terrorist financing, fraud, or sanctions evasion

10.3 Ongoing Due Diligence

We may conduct periodic reviews of your account and request updated information, including:

• Source of funds for large or unusual transactions
• Purpose of account activity
• Beneficial ownership information
• Financial statements or tax returns (for business accounts)
• Updated identification documents

Your failure to provide requested information may result in account restrictions or closure.

10.4 Suspicious Activity

If we detect suspicious or unusual activity, we may:

• Place a temporary hold on your account
• Request additional documentation
• File a suspicious activity report with relevant authorities
• Terminate your account

We are prohibited from informing you if we have filed a suspicious activity report.

10.5 Sanctions Compliance

We comply with international sanctions regimes, including but not limited to sanctions maintained by the United Nations, United States, European Union, and United Kingdom. You represent and warrant that:

• You are not a sanctioned person or entity
• You are not located in, or a national of, a sanctioned jurisdiction
• You will not use your account to transact with sanctioned parties or jurisdictions
• Funds in your account do not originate from sanctioned sources

We will freeze or block transactions involving sanctioned parties and may be required to report such transactions to authorities.

10.6 Tax Compliance

10.6.1 Your Tax Obligations

You are solely responsible for:

• Determining your tax obligations in relation to your account
• Reporting income, gains, or other taxable events to tax authorities
• Paying any taxes owed
• Providing us with accurate tax information (e.g., tax residency, tax identification numbers)

10.6.2 Tax Reporting

We may be required to report information about your account to tax authorities under:

• Common Reporting Standard (CRS)
• Foreign Account Tax Compliance Act (FATCA) (if applicable)
• Local tax reporting requirements
• Tax information exchange agreements

You agree to provide any tax-related information or documentation we request.

10.6.3 Withholding

We may be required to withhold taxes on payments made to you or from your account as required by applicable law. Withheld amounts will be remitted to the appropriate tax authority.

10.7 Legal Process and Court Orders

We will comply with valid legal process, including:

• Court orders
• Subpoenas
• Freezing orders
• Garnishments
• Tax levies

We may freeze your account, provide information to authorities, or take other actions as required by law, without prior notice to you.

11. Setoff and Security Interest

11.1 Right of Setoff

We have the right to setoff (i.e., deduct) any amounts you owe us from any of your accounts with us, including:

• Unpaid fees or charges
• Negative balances
• Liabilities arising from related services (e.g., brokerage accounts with The Network Labs)
• Amounts owed under any agreement with us

This right of setoff applies even if the accounts are in different currencies or with different entities within our corporate group.

11.2 Security Interest

You grant us a security interest in all funds, securities, and other assets held in any account with us to secure payment of any obligations you owe to us.

We may exercise this security interest without prior notice.

11.3 Cross-Collateralization

If you have multiple accounts or services with us or our affiliates (including The Network Labs), all accounts may be cross-collateralized. This means we may use assets in one account to satisfy liabilities in another.

12. Account Restrictions and Closure

12.1 Account Restrictions

We may restrict, suspend, or limit your account or services if:

• We suspect fraud, money laundering, or illegal activity
• Required by law or legal process
• You breach these Bank Terms or the Master Terms
• Your account is overdrawn or has a negative balance
• You fail to provide requested information or documentation
• We have concerns about the security of your account
• You engage in abusive behavior toward our staff
• For risk management or business reasons Restrictions may include:
• Freezing of funds
• Prevention of withdrawals or outgoing payments
• Prevention of deposits or incoming payments
• Suspension of account access

12.2 Account Closure by You

You may close your account at any time by:

• Providing written notice to us
• Withdrawing all funds from your account
• Satisfying all outstanding obligations

We may require a reasonable notice period (e.g., 30 days) and may charge an account closure fee.

12.3 Account Closure by Us

We may close your account at any time, with or without cause, by providing you with reasonable notice (typically 30-60 days, or immediately in cases of breach or illegality).

We may close your account immediately without notice if:

• You breach these Bank Terms or the Master Terms
• We suspect fraud or illegal activity
• Your account is subject to legal process
• Required by law or regulatory authorities
• You provide false or misleading information
• For risk management or business reasons

12.4 Dormant and Inactive Accounts

If your account has no customer-initiated activity for a prolonged period (e.g., 12 months), we may classify it as dormant and:

• Charge inactivity or dormancy fees
• Restrict account access
• Close the account after additional notice

12.5 Escheatment

If your account is dormant and we are unable to contact you after reasonable efforts, funds in your account may be subject to escheatment (transfer to government authorities) in accordance with applicable law.

We will make reasonable efforts to notify you before escheating funds.

12.6 Distribution of Funds Upon Closure

Upon account closure, we will:

• Deduct any outstanding fees, charges, or liabilities
• Return remaining funds to you via wire transfer or other agreed method
• Provide a final account statement

We may retain funds if there are unresolved disputes, legal holds, or compliance concerns.

13. Liability and Disclaimers

13.1 Limitation of Liability

To the maximum extent permitted by applicable law, our total liability to you for any claims arising from your banking relationship with us shall not exceed the lesser of: (a) The balance in your account at the time of the claim, or (b) Fees you paid to us in the twelve (12) months preceding the claim

13.2 Exclusion of Consequential Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including:

• Loss of profits or anticipated savings
• Loss of business opportunities
• Reputational harm
• Loss of data
• Cost of alternative services

13.3 Third-Party Services

We are not liable for:

• Actions or omissions of correspondent banks, payment systems, or other third parties
• Delays or errors in the banking system or payment networks
• Insolvency or failure of any third-party financial institution
• Exchange rate fluctuations
• Blockchain network issues (for Digital Asset transactions)

13.4 Force Majeure

We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or regulatory changes
• Failure of utilities, telecommunications, or technology infrastructure
• Cyberattacks affecting us or third parties
• Blockchain or payment network failures

13.5 No Guarantee of Availability

We do not guarantee:

• Continuous, uninterrupted availability of banking services
• Processing times for transactions
• Execution of transactions at specific times
• Specific exchange rates

13.6 No Deposit Insurance

Your deposits are not insured by any government deposit insurance scheme or investor protection program. In the event of the Bank’s insolvency, you may lose some or all of your deposits. You acknowledge and accept this risk.

13.7 No Investment Advice

We do not provide investment, financial, legal, or tax advice. Any information we provide is for general informational purposes only and should not be construed as advice or a recommendation.

14. General Provisions

14.1 Amendments

We may amend these Bank Terms at any time upon thirty (30) days’ notice to you. Notice will be provided via email, account notification, or posting on our website.

Continued use of banking services after the effective date of amendments constitutes your acceptance of the amended terms.

14.2 Communication

All communications with us must be in writing and sent to:

The Network Bank
Beta Building, St. John’s Bay, Oficina 6, Roatán, Islas de Bahia, 34101, Republic of Honduras Email: support@thenetworkbank.com

We will communicate with you via:

• Email to your registered email address
• Messages in your account dashboard
• Postal mail to your registered address

You must notify us immediately of any changes to your contact information.

14.3 Language

These Bank Terms are executed in English. Any translation is for convenience only. In the event of any inconsistency, the English version prevails.

14.4 Governing Law and Jurisdiction

These Bank Terms are governed by the laws of Próspera ZEDE. Any disputes shall be subject to the exclusive jurisdiction of the courts of Próspera ZEDE, or resolved through arbitration as specified in the Master Terms.

14.5 Severability

If any provision of these Bank Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.6 Assignment

We may assign these Bank Terms or any rights hereunder to any affiliate or successor without your consent.

You may not assign your rights or obligations without our prior written consent.

14.7 Survival

Provisions that by their nature should survive termination of your account shall survive, including: liability limitations, indemnification, dispute resolution, and intellectual property rights.

14.8 Entire Agreement

These Bank Terms, together with the Master Terms, Privacy Policy, and other applicable policies, constitute the entire agreement between you and us regarding banking services, superseding any prior agreements or understandings.

15. Contact Information

For questions or assistance regarding your bank account, please contact us:

The Network Bank

• Customer Service: support@thenetworkbank.com
• Website: www.thenetworkbank.com

Acknowledgment

By opening a bank account with The Network Bank, you acknowledge that you have read, understood, and agree to be bound by these Bank Account Terms and Conditions.

Part C — Brokerage and Custody Terms and Conditions

PART I: INTRODUCTION AND GENERAL PROVISIONS

1. Agreement Structure and Scope

1.1 Parties and Agreement

These Brokerage/Custodian Terms and Conditions (the “Brokerage Terms”) govern your relationship with The Network Labs Ltd. Co. (the “Labs,” “we,” “us,” or “our”) regarding the provision of brokerage, custody, exchange, and related investment services. These Brokerage Terms supplement and are incorporated into the Master Terms and Conditions for Website and Application Use (the “Master Terms”). Together with our Privacy Policy and other applicable policies, these documents form the complete agreement between you and Labs.

1.2 Precedence

In the event of any conflict between these Brokerage Terms and the Master Terms, these Brokerage Terms shall prevail with respect to brokerage and custody services.

1.3 Service Agreement

By opening a brokerage or custody account with us, you agree to be bound by these Brokerage Terms, the Master Terms, and all applicable policies and amendments thereto.

1.4 Corporate Relationship

The Network Labs Ltd. Co. is affiliated with The Network Bank (“Bank”). While we may coordinate services with the Bank, we are a separate legal entity, and these Brokerage Terms govern only your relationship with Labs. For banking services provided by The Network Bank, please refer to the Bank Account Terms and Conditions.

2. Definitions

For purposes of these Brokerage Terms:

• “Account” means your brokerage and/or custody account with Labs.
• “Assets” means all securities, Digital Assets, cash, and other property held in your Account.
• “Crypto-Asset” or “Digital Asset” means any digital currency, cryptocurrency, stablecoin, digital token, or other digital representation of value that is transferable and storable using distributed ledger technology.
• “Custody Services” means the safekeeping and administration of Assets on your behalf.
• “Derivatives” means financial instruments whose value is derived from an underlying asset, including options, futures, swaps, and contracts for difference (CFDs).
• “Fiat Currency” or “Fiat” means government-issued currency such as USD, EUR, GBP, or other national currencies.
• “Order” means an instruction from you to buy or sell securities or Digital Assets.
• “Platform” means our website, mobile applications, APIs, and other technology platforms through which you access our services.
• “Securities” means stocks, bonds, exchange-traded funds (ETFs), mutual funds, and other traditional investment securities.
• “Staking” means the process of locking Digital Assets to support blockchain network operations in exchange for rewards.
• “Trading Services” means order execution, market access, and related trading facilitation services.

3. Services Overview

3.1 Brokerage Services

We provide brokerage services, including:

• Order execution for Securities and Digital Assets
• Market access to international exchanges and liquidity providers
• Trade settlement and clearing (directly or through third parties)
• Order routing and best execution

3.2 Custody Services

We provide custody services for:

• Traditional Securities: Custody through sub-custodians, depositories, or nominee arrangements
• Digital Assets: Direct custody using secure storage solutions (cold storage, hot wallets, multi-signature technology)

3.3 Exchange Services

We provide Digital Asset exchange services, including:

• Trading between different Digital Assets (crypto-to-crypto)
• Trading between Digital Assets and Fiat Currency (crypto-to-fiat and fiat-to-crypto)
• Market making and liquidity provision
• Price discovery and order matching

3.4 Additional Services

Subject to eligibility and availability, we may offer:

• Staking and yield generation services
• Lending and borrowing (if applicable)
• Portfolio tools or reporting features as described in product materials (Labs does not provide SEC-registered investment advisory services; U.S. advisory services are provided only by Network Capital LLC under separate terms)
• Derivatives trading (options, futures, CFDs)
• Margin and leverage products
• Such other services as we may introduce from time to time

3.5 Execution-Only Services

Unless expressly agreed otherwise in writing, our services are provided on an execution-only basis. This means:

• We do not provide investment advice or recommendations
• We do not assess suitability beyond basic eligibility checks
• You are solely responsible for your investment decisions
• You should not rely on any information we provide as a basis for investment decisions

3.6 Service Modifications

We reserve the right to:

• Add, modify, or discontinue any services at any time
• Change supported Assets, markets, or trading pairs
• Adjust service terms, features, or limitations

We will provide reasonable notice of material changes affecting your ability to use the services.

4. Eligibility and Account Opening

4.1 Eligibility Requirements

To open an Account with Labs, you must:

• Meet the eligibility requirements in the Master Terms (age, capacity, no US persons, no sanctioned persons)
• Complete our account application and verification process
• Provide all requested information and documentation
• Pass our due diligence and compliance checks
• Agree to these Brokerage Terms

4.2 Customer Categories

We may classify you into one of the following categories:

4.2.1 Retail Client

• Individual or entity not meeting Professional Client criteria
• Receives the highest level of customer protections
• Subject to certain limitations on products or services

4.2.2 Professional Client

• Individual or entity meeting certain financial thresholds or experience criteria
• Receives fewer regulatory protections but greater access to products and services
• May include: high net worth individuals, institutional investors, financial entities

4.2.3 Eligible Counterparty

• Financial institutions, large corporations, or sophisticated investors
• Receives minimal regulatory protections
• Subject to negotiated terms

Your categorization affects the protections you receive and services available to you. You may request re-categorization subject to meeting applicable criteria.

4.3 Account Types

We offer the following account types:

• Individual Accounts (sole ownership)
• Joint Accounts (multiple owners with joint and several liability)
• Corporate/Entity Accounts (companies, trusts, foundations)
• Retirement Accounts (if applicable and available)

4.4 Application Process

To open an Account, you must:

1. Complete our online application form
2. Provide identification documents (passport, national ID, driver’s license)
3. Provide proof of address (utility bill, bank statement, government document)
4. For entities: provide formation documents, beneficial ownership information, authorized signatories
5. Complete identity verification (may include video verification or biometric verification)
6. Answer questions about source of funds, source of wealth, intended use of account, and investment experience
7. Agree to these Brokerage Terms and all applicable policies

4.5 Due Diligence and Verification

As part of onboarding, we conduct risk-based due diligence, which may include:

• Identity verification and background checks
• Source of funds and source of wealth inquiry
• Sanctions screening and adverse media checks
• Assessment of risk profile
• Enhanced due diligence for higher-risk customers

We reserve the right to request additional information or documentation at any time during the relationship.

4.6 Account Approval

We may accept or decline any application in our sole discretion.

We are not obligated to provide reasons for declining an application.

4.7 Account Information Maintenance

You must:

• Keep your information accurate, current, and complete
• Notify us promptly of any changes to personal information, contact details, financial circumstances, or risk profile
• Update documentation when it expires or changes
• Notify us if you become a Politically Exposed Person (PEP) or are subject to any legal proceedings

Failure to maintain current information may result in account restrictions or closure.

4.8 Non-Solicitation and Passive Service

Our Services are not actively marketed to any jurisdictions outside of those overseen by our direct regulators, or where we have secured the authorization of local regulators. We refrain from any proactive marketing efforts, advertising campaigns, or promotional activities targeting individuals or entities outside the regulated jurisdictions where our Services are authorized. The content on this website is intended exclusively for enterprises and individuals who are residents of, incorporated in, or domiciled in our regulated jurisdictions. Independent individuals or entities from outside our regulated jurisdictions may independently express interest in our Services without our active promotion, and may be served by us at our sole discretion, and with confirmation that such service was not solicited. By using our Services you acknowledge that you have read and understood this information and are accessing this website and our Services on your own initiative, without any active promotion or solicitation on our part.

PART II: TRADING AND ORDER EXECUTION

5. Order Types and Execution

5.1 Supported Order Types

We support the following order types (availability may vary by Asset and market):

5.1.1 Market Orders

• Executed at the best available price at the time of execution
• No price guarantee
• Subject to slippage in volatile markets

5.1.2 Limit Orders

• Executed only at the specified price or better
• May not be executed if the market does not reach the specified price
• May be partially filled

5.1.3 Stop Orders (Stop-Loss)

• Triggers a market order when the specified stop price is reached
• No guarantee of execution price
• May be subject to significant slippage in volatile markets

5.1.4 Stop-Limit Orders

• Triggers a limit order when the specified stop price is reached
• May not be executed if the market moves beyond the limit price

5.1.5 Other Order Types

• Time-in-force instructions (Good-Till-Cancelled, Day Orders, Immediate-or-Cancel, Fill-or-Kill)
• Advanced order types (if supported): Trailing stops, OCO (One-Cancels-Other), conditional orders

5.2 Order Submission

You may submit Orders through:

• Our web-based trading platform
• Mobile application
• API (if you have been granted API access)

All Orders must be properly authorized using your login credentials and any required multi-factor authentication.

5.3 Order Acceptance and Rejection

We reserve the right to accept or reject any Order in our sole discretion.

We may reject Orders if:

• Insufficient funds or Assets in your Account
• Order size exceeds our limits
• Market conditions are volatile or illiquid
• We suspect fraud, manipulation, or error
• The Order violates these Brokerage Terms or applicable law
• Technical or operational reasons

We are not liable for rejected Orders or any losses resulting therefrom.

5.4 Order Modification and Cancellation

You may modify or cancel Orders before execution.

We will make reasonable efforts to accommodate your request, but we cannot guarantee that Orders can be modified or cancelled, especially for Orders already routed or executed. Once an Order is executed, it cannot be cancelled or reversed.

5.5 Execution

We will use reasonable efforts to execute your Orders in accordance with our best execution policy (see Section 7). However, we do not guarantee:

• Execution at any specific price
• Execution at all (especially for limit orders)
• Execution timing
• Availability of liquidity

5.6 Partial Fills

Orders may be partially filled if full liquidity is not available. Partially filled Orders may remain open or be cancelled depending on your time-in-force instructions.

5.7 Order Routing

We may route your Orders to:

• Electronic exchanges or trading venues
• Liquidity providers or market makers
• Over-the-counter (OTC) desks
• Other brokers or dealers
• Our own internal matching engine (for Digital Assets)

We may receive compensation (such as payment for order flow) from certain venues or liquidity providers. Such compensation does not affect our best execution obligation.

5.8 Extended Hours Trading (for Securities)

If we offer extended hours trading (pre-market or after-hours), you acknowledge:

• Lower liquidity and wider spreads
• Increased volatility and price risk
• Possibility of unlinked markets (different prices on different venues)
• Reduced access to information
• Delayed execution or no execution

5.9 Digital Asset Trading Hours

Digital Asset markets operate 24/7/365.

We may restrict trading during:

• Scheduled maintenance windows
• Emergency situations
• Times of extreme volatility
• Network congestion or blockchain issues

6. Trade Confirmation and Settlement

6.1 Trade Confirmations

We will provide confirmation of executed trades:

• In real-time via the Platform
• Via email to your registered email address (if configured)
• In periodic account statements Trade confirmations will include:
• Asset traded
• Quantity
• Price
• Execution time
• Total consideration (including fees)
• Settlement date (if applicable)

6.2 Confirmation Review

You must review trade confirmations immediately upon receipt. You must notify us of any errors or discrepancies within:

• Fourteen (14) days of the trade date Failure to notify us within this timeframe may prevent you from disputing the trade.

6.3 Settlement

6.3.1 Securities Settlement

Securities trades typically settle on a T+2 basis (two business days after trade date), or as otherwise specified by the applicable market or exchange.

• You must have sufficient funds or securities in your Account by settlement date
• Failed settlements may result in buy-ins, sell-outs, or penalties
• We may liquidate positions to satisfy settlement obligations

6.3.2 Digital Asset Settlement

Digital Asset trades typically settle near-instantly or after blockchain confirmation (timing varies by Asset and network).

• Trades are generally final upon blockchain confirmation
• Settlement may be delayed during network congestion
• We may require multiple confirmations for high-value transactions

6.4 Failed Trades

If a trade fails due to:

• Insufficient funds or Assets
• Counterparty failure
• Settlement system failure
• Blockchain issues

We may: - Cancel the trade - Liquidate other positions to satisfy the obligation - Charge penalties or fees - Close your Account

You are liable for all losses, costs, and expenses resulting from failed trades due to your actions or omissions.

7. Best Execution Policy

7.1 Best Execution Commitment

We are committed to executing your Orders in a manner that obtains the best possible result for you, taking into account:

• Price
• Costs (fees, commissions, spreads)
• Speed of execution
• Likelihood of execution and settlement
• Size and nature of the Order
• Market conditions

7.2 Execution Factors

The relative importance of execution factors depends on:

• The characteristics of your Order (size, urgency, Asset type)
• Market conditions (volatility, liquidity)
• The venues or counterparties available

For most Orders, price and costs are typically the most important factors, but other factors may be prioritized in certain circumstances (e.g., speed for urgent Orders, likelihood of execution for large Orders).

7.3 Execution Venues

We may execute Orders on or through:

• Regulated exchanges
• Multilateral trading facilities (MTFs) or alternative trading systems (ATSs)
• OTC markets or liquidity providers
• Our own internal matching engine
• Other brokers or intermediaries

We regularly review and monitor execution venues to ensure they provide consistently high-quality execution.

7.4 Specific Consent

For certain Order types or Assets, we may require your specific consent to execute Orders outside of regulated exchanges (e.g., OTC execution for large Digital Asset Orders). By agreeing to these Brokerage Terms, you provide general consent to OTC execution.

7.5 Best Execution for Digital Assets

For Digital Assets, best execution considerations include:

• Aggregated pricing from multiple exchanges and liquidity providers
• Blockchain network fees and congestion
• Depth of liquidity at various price levels
• Execution speed vs. network confirmation time
• Exchange reliability and security

We may route Digital Asset Orders to multiple venues to achieve optimal execution.

7.6 No Guarantee

While we are committed to best execution, we do not guarantee that the price obtained will be the best price available in the market at that time. Market conditions, liquidity, and other factors may affect execution quality.

7.7 Monitoring and Review

We monitor execution quality on an ongoing basis and review our execution arrangements at least annually.

We may make changes to our execution venues, routing practices, or policies to improve execution quality.

PART III: DIGITAL ASSET SERVICES

8. Digital Asset Custody

8.1 Custody Services Overview

We provide custody services for Digital Assets, including:

• Secure storage of private keys
• Safeguarding of Digital Assets
• Processing of deposits and withdrawals
• Blockchain transaction execution

8.2 Custody Models

8.2.1 Omnibus Custody (Standard)

By default, your Digital Assets are held in omnibus custody, meaning:

• Your Assets are pooled with Assets of other customers
• Assets are held in one or more blockchain addresses controlled by us
• You have a beneficial interest in the pooled Assets
• Individual Assets are not separately identifiable on the blockchain

Record-keeping: We maintain detailed records of your individual ownership interests in the pooled Assets.

8.2.2 Segregated Custody (Optional)

If available and upon request (subject to additional fees), we may provide segregated custody:

• Your Assets are held in dedicated blockchain addresses
• Assets are not commingled with other customers’ Assets
• You have enhanced protection in insolvency scenarios
• Subject to higher fees and minimum balance requirements

8.3 Storage Methods

We employ a combination of storage methods:

8.3.1 Cold Storage (Offline Storage)

• The majority of Digital Assets are held in cold storage
• Private keys stored offline in secure, geographically distributed locations
• Multi-signature technology requiring multiple authorizations
• Protected by physical security, access controls, and encryption
• Funds in cold storage are not immediately accessible for trading (may require hours to days to move to hot wallets)

8.3.2 Hot Wallets (Online Storage)

• A smaller portion of Assets are held in hot wallets for liquidity and trading
• Private keys stored on internet-connected systems
• Protected by encryption, multi-factor authentication, and monitoring
• Higher risk of theft or hacking compared to cold storage
• Enables immediate trading and withdrawals

8.3.3 Warm Storage (Optional)

• Intermediate storage solution balancing security and accessibility
• Used for Assets that need periodic but not immediate access

We determine the allocation between storage methods based on operational needs, liquidity requirements, and risk management.

8.4 Security Measures

We implement industry-leading security measures, including:

• Multi-signature wallet technology (requiring multiple keys to authorize transactions)
• Hardware security modules (HSMs) for key management
• Encryption of keys and data
• Physical security at storage locations (vaults, safes, access controls)
• Regular security audits and penetration testing
• Insurance coverage for certain risks (if available)
• 24/7 monitoring and anomaly detection
• Segregation of duties and access controls
• Disaster recovery and business continuity planning

8.5 Sub-Custodians

We may use third-party sub-custodians for certain Digital Assets, including:

• Qualified custodians
• Exchanges with custody services
• Prime brokers
• Other licensed custody providers

We use reasonable care in selecting and monitoring sub-custodians, but we are not liable for their acts or omissions except in cases of our own negligence in selection or oversight.

8.6 Asset Ownership and Rights

• You retain beneficial ownership of your Digital Assets at all times
• We hold Assets as custodian for your benefit
• Assets in your Account are segregated from our own proprietary assets
• We do not lend, rehypothecate, or otherwise use your Assets without your express consent (except as necessary to provide services, such as staking)

8.7 Insolvency Protection

In the event of our insolvency or bankruptcy:

• Your Digital Assets should be protected and segregated from our general estate
• You have a priority claim to your Assets
• Assets held by sub-custodians are subject to the insolvency laws applicable to those sub-custodians

However, you acknowledge that insolvency proceedings in the Digital Asset space are novel and uncertain, and outcomes cannot be guaranteed.

8.8 Custody Risks

You acknowledge and accept the following risks associated with Digital Asset custody:

• Theft or Hacking: Despite security measures, theft or hacking is possible
• Loss of Keys: If private keys are lost or destroyed, Assets may be permanently lost
• Technology Failures: Bugs, vulnerabilities, or failures in custody systems
• Insolvency: Risk of loss in the event of our or a sub-custodian’s insolvency
• Regulatory Action: Government seizure or freezing of Assets
• Operational Errors: Human error in processing transactions or maintaining records

8.9 Insurance

We may maintain insurance coverage for certain custody risks, such as:

• Cybercrime and theft
• Employee dishonesty
• Physical loss or damage

Insurance coverage is subject to policy limits, exclusions, and deductibles. Insurance does not cover all risks, and you may still suffer losses. Details of insurance coverage (if any) are available upon request.

8.10 No Guarantee

We do not guarantee the safety or security of your Digital Assets. While we use reasonable care, custody of Digital Assets involves inherent risks that cannot be eliminated.

9. Digital Asset Trading and Exchange

9.1 Trading Services

We provide trading and exchange services for Digital Assets, including:

• Spot trading (immediate exchange of Assets)
• Crypto-to-crypto trading
• Crypto-to-fiat and fiat-to-crypto trading
• Market and limit orders (as described in Section 5)

9.2 Supported Digital Assets

We support a range of Digital Assets, including:

• Bitcoin (BTC)
• Ethereum (ETH) and ERC-20 tokens
• Stablecoins (e.g., USDT, USDC, etc)
• Other blockchain-native tokens and coins

The list of supported Assets is available on our Platform and subject to change. We may add or remove Assets at any time without prior notice.

9.3 Trading Pairs

We offer various trading pairs (e.g., BTC/USD, ETH/BTC, USDT/EUR). Available trading pairs are listed on our Platform and subject to change.

9.4 Pricing and Execution

9.4.1 Price Discovery

Prices for Digital Assets are derived from:

• Aggregation of prices from multiple exchanges and liquidity providers
• Our own internal order book (if applicable)
• Market maker quotes
• Real-time market data feeds Prices displayed on our Platform are indicative only and may differ from the actual execution price.

9.4.2 Spread

The difference between the buy price (ask) and sell price (bid) is the spread. The spread compensates us for market making, liquidity provision, and risk management. Spreads vary based on:

• Market liquidity
• Volatility
• Order size
• Asset type

9.4.3 Slippage

In volatile or illiquid markets, the actual execution price may differ from the expected or displayed price. This is called slippage.

You accept the risk of slippage, especially for market orders in volatile conditions.

9.5 Order Matching

We may match Orders:

• Against our own internal order book (customer vs. customer)
• Against liquidity providers or market makers
• On external exchanges (by routing your Order)

We may act as a principal (counterparty) to your trades, or as an agent routing your Order to third parties.

9.6 Liquidity and Market Depth

• We do not guarantee liquidity for any Asset or trading pair
• Liquidity varies by Asset, market conditions, and time of day
• Large Orders may experience reduced liquidity and increased slippage
• We may provide liquidity as a market maker but are not obligated to do so

9.7 Trading Limits

We may impose trading limits, including:

• Maximum Order size per transaction
• Maximum daily or weekly trading volume
• Position limits for certain Assets
• Restrictions during volatile markets

Limits are set for risk management and operational reasons and may be adjusted at any time.

9.8 Market Manipulation Prohibition

You shall not:

• Engage in wash trading, spoofing, or layering
• Coordinate with others to manipulate prices
• Use multiple accounts to circumvent position limits
• Engage in abusive trading practices

Violation of this prohibition may result in immediate account closure and forfeiture of Assets.

9.9 Suspended or Halted Trading

We may suspend or halt trading in any Asset if:

• Blockchain network is experiencing issues
• Extreme volatility or lack of liquidity
• Security concerns or suspected hacking
• Regulatory action or legal requirement
• Technical issues with our Platform or external exchanges
• Fork, airdrop, or other network event

We will make reasonable efforts to notify you of suspensions, but immediate action may be necessary in emergencies.

10. Blockchain-Specific Provisions

10.1 Blockchain Networks

Digital Assets are based on blockchain or distributed ledger technology. You acknowledge and accept the characteristics and risks of blockchain networks, including:

• Decentralization and lack of central authority
• Irreversibility of transactions
• Transparency (transactions are publicly visible on the blockchain)
• Network congestion and variable transaction speeds
• Network fees (gas fees, miner fees)

10.2 Network Fees

Blockchain transactions require network fees (also called gas fees or miner fees) to compensate network validators.

• Network fees are separate from our service fees
• Network fees are passed through to you at cost
• Network fees vary based on network congestion and transaction complexity
• We may estimate network fees, but actual fees may differ

You are responsible for paying all network fees associated with your transactions.

10.3 Transaction Confirmation

Blockchain transactions require confirmation by network validators. Confirmation times vary:

• Bitcoin: typically 10-60 minutes (1-6 confirmations)
• Ethereum: typically 1-5 minutes (12+ confirmations)
• Other networks: variable depending on the protocol

We may require a certain number of confirmations before crediting deposits or processing withdrawals to ensure transaction finality and prevent double-spending attacks.

10.4 Forks and Chain Splits

Blockchain networks may undergo forks (upgrades or splits), including:

• Soft Forks: Backward-compatible upgrades (typically no action required)
• Hard Forks: Non-backward-compatible upgrades that may create new Assets
• Contentious Forks: Disagreements leading to permanent chain splits

10.4.1 Our Policy on Forks

If a blockchain forks and creates a new Asset:

• We have no obligation to support the new Asset or credit it to your Account
• We will evaluate the new Asset based on technical viability, market demand, security, and regulatory considerations
• If we decide to support the new Asset, we will credit it to your Account at our discretion
• If we do not support the new Asset, you will not receive it, and it may be permanently lost

By holding Digital Assets in your Account, you accept the risk of forks and the possibility of not receiving new Assets created by forks.10.5 Airdrops

Blockchain projects may airdrop new tokens to holders of existing Assets.

• We have no obligation to claim, support, or credit airdropped tokens to your Account
• We will evaluate airdropped tokens on a case-by-case basis
• If we decide to support an airdropped token, we will credit it to eligible accounts
• If we do not support it, you will not receive it

10.6 Network Upgrades and Protocol Changes

Blockchain networks undergo periodic upgrades and protocol changes.

We will make reasonable efforts to:

• Monitor upcoming upgrades
• Update our systems to remain compatible
• Communicate significant upgrades to customers

We may suspend deposits, withdrawals, or trading during network upgrades.

10.7 Network Failures and Attacks

Blockchain networks may experience:

• 51% attacks (consensus attacks)
• Double-spend attacks
• Network congestion or halts
• Smart contract bugs or exploits
• Validator failures

We are not liable for losses arising from blockchain network failures, attacks, or other issues beyond our control.

10.8 Irreversibility of Transactions

Blockchain transactions are generally irreversible once confirmed. If you send Digital Assets to the wrong address or make an error:

• We cannot reverse or cancel the transaction
• We have no obligation to recover lost Assets
• You bear the full risk of loss

Always verify recipient addresses carefully before submitting transactions.

10.9 Address Validation

We may provide address validation to reduce the risk of errors, but:

• Validation is not foolproof
• You are solely responsible for ensuring address accuracy
• We are not liable for losses due to incorrect addresses

10.10 Unsupported Assets and Networks

If you send an unsupported Digital Asset or use an unsupported network to our deposit addresses:

• The Asset may be permanently lost
• We have no obligation to recover or credit unsupported Assets
• We may charge a recovery fee if recovery is possible

Only send supported Assets on supported networks to your deposit addresses.

11. Staking and Yield Services

11.1 Staking Services Overview

If we offer staking services, you may elect to stake certain Digital Assets to earn rewards. Staking involves:

• Locking Assets for a period of time
• Participating in blockchain network consensus or validation
• Earning rewards based on network protocols

11.2 Supported Assets

Staking is available only for certain Digital Assets that use Proof-of-Stake (PoS) or similar consensus mechanisms. Supported Assets are listed on our Platform.

11.3 Staking Process

11.3.1 Opt-In

Staking is optional.

You must affirmatively opt in to stake your Assets.

11.3.2 Lock-Up Period

Staked Assets may be subject to lock-up or unbonding periods (e.g., 21 days for Cosmos, 7 days for Polkadot). During the lock-up period:

• Assets cannot be traded or withdrawn
• Assets are committed to the staking contract
• You continue to bear market risk (price may fluctuate)

11.3.3 Validator Selection

We will select validators to stake with on your behalf. We use reasonable care in selecting reputable, reliable validators but cannot guarantee their performance.

11.4 Staking Rewards

Staking rewards are earned according to the blockchain protocol’s rules and typically depend on:

• Total amount staked
• Validator performance and uptime
• Network inflation rate
• Protocol rules and parameters Rewards are typically paid in the same Asset being staked and are credited to your Account periodically (e.g., daily, weekly).

11.5 Staking Fees

We may charge a fee for staking services, typically calculated as a percentage of staking rewards earned. Our fee structure is disclosed on our Platform.

We deduct our fee before crediting rewards to your Account.

11.6 Slashing Risk

Certain PoS networks impose penalties (slashing) on validators for:

• Downtime or poor performance
• Malicious behavior or protocol violations
• Double-signing or equivocation

If Assets you have staked are slashed, you will bear the loss. We use reasonable care in selecting validators to minimize slashing risk, but slashing may still occur.

You acknowledge and accept the risk of slashing when you elect to stake Assets.

11.7 No Guarantee of Rewards

Staking rewards are not guaranteed and may vary based on:

• Network conditions
• Validator performance
• Protocol changes
• Slashing events

Historical rewards are not indicative of future rewards.

11.8 Unstaking

You may request to unstake your Assets at any time, subject to:

• Unbonding or lock-up periods required by the network protocol
• Our processing time
• Network conditions

During the unbonding period, Assets do not earn rewards and cannot be traded or withdrawn.

11.9 Staking Risks

Staking involves risks, including:

• Lock-up risk: Assets are locked and cannot be sold during market downturns
• Slashing risk: Penalties for validator misbehavior
• Opportunity cost: Foregone trading or lending opportunities
• Price volatility: Market price may decline while Assets are locked
• Protocol risk: Changes to staking rules or rewards
• Liquidity risk: Limited liquidity during unbonding

11.10 Tax Treatment

Staking rewards may be taxable income in your jurisdiction. You are solely responsible for determining the tax treatment of staking rewards and paying any applicable taxes.

PART IV: TRADITIONAL SECURITIES SERVICES

12. Securities Custody

12.1 Custody Services for Securities

We provide custody services for traditional Securities, including:

• Safekeeping of Securities
• Settlement and clearing
• Corporate action processing
• Income collection (dividends, interest)

12.2 Sub-Custodians and Depositories

Securities are typically held through:

• Sub-custodians (banks or broker-dealers)
• Central securities depositories (e.g., DTC, Euroclear, Clearstream)
• Local custodians in foreign markets

We use reasonable care in selecting sub-custodians but are not liable for their acts or omissions except in cases of our own negligence in selection or oversight.

12.3 Nominee Registration

Securities may be registered in the name of:

• Our nominee
• A sub-custodian’s nominee
• Your name (if you request direct registration, subject to additional fees and requirements)

Nominee registration is standard practice in the industry. When Securities are held in nominee name:

• We maintain records of your beneficial ownership
• You retain all beneficial rights (voting, dividends, etc.)
• Securities may be pooled with those of other customers

12.4 Omnibus Accounts

Securities may be held in omnibus accounts with sub-custodians, meaning:

• Securities of multiple customers are pooled in a single account
• Individual ownership is tracked in our records
• You have a beneficial interest in the pooled Securities

12.5 Segregation from Our Proprietary Assets

Your Securities are segregated from our own proprietary assets and are protected in the event of our insolvency (subject to applicable law and sub-custodian arrangements).

12.6 Insolvency of Sub-Custodians

In the event of a sub-custodian’s insolvency:

• You may experience delays in recovering Securities
• Securities may be subject to the insolvency laws of the sub-custodian’s jurisdiction
• You may participate in any applicable investor protection schemes (if available)

We are not liable for losses arising from sub-custodian insolvency unless we were negligent in selecting or monitoring the sub-custodian.

12.7 Lending or Rehypothecation

We do not lend or rehypothecate your Securities without your express written consent. If you agree to a securities lending program (if offered), separate terms will apply.

13. Corporate Actions and Dividends

13.1 Dividend and Interest Payments

We will collect and credit to your Account:

• Cash dividends on equities
• Interest payments on bonds
• Distributions from funds or ETFs Payments are credited after receipt from the issuer or paying agent, typically on or shortly after the payment date.

13.2 Currency Conversion

If dividends or interest are paid in a currency different from your Account currency, we will convert the proceeds at our prevailing exchange rate (which includes a spread).

13.3 Withholding Taxes

Dividends and interest may be subject to withholding taxes in the country of the issuer. Withheld amounts are deducted before crediting to your Account.

You are responsible for:

• Determining your tax obligations
• Claiming any applicable tax credits or refunds
• Paying any additional taxes owed

We may provide tax documentation (e.g., Form 1099, tax vouchers) if required and available.

13.4 Stock Splits and Reverse Splits

In the event of a stock split or reverse split:

• Your position will be adjusted to reflect the new share structure
• No action is typically required from you
• Fractional shares may result and will be handled according to our policy

13.5 Mergers, Acquisitions, and Reorganizations

In the event of a merger, acquisition, spin-off, or other reorganization:

• We will process the corporate action according to the terms announced by the issuer
• Your position will be adjusted to reflect the new securities structure
• You may receive new securities, cash, or a combination
• We will make reasonable efforts to notify you of significant corporate actions

13.6 Tender Offers and Rights Offerings

For tender offers, rights offerings, or other voluntary corporate actions:

• We will make reasonable efforts to notify you and provide instructions for participation
• You must respond within the spcified deadlines (typically set by the issuer, not by us)
• Failure to respond may result in lapsed rights or missed opportunities
• We are not liable for missed corporate actions if you fail to respond timely

13.7 Proxy Voting

For securities that carry voting rights:

• You are entitled to vote on corporate matters
• We will forward proxy materials to you or make them available electronically
• You may submit voting instructions through our Platform or directly to the issuer’s proxy agent
• If you do not submit voting instructions, your votes will not be cast (unless we have discretionary authority and elect to vote)

13.8 Class Action Settlements

If securities you hold are subject to a class action settlement:

• We may notify you of the settlement and claims process
• You are responsible for filing claims and meeting deadlines
• We may assist with claims filing for a fee (if we offer such service)
• We are not liable for missed claims or deadlines

14. Margin and Leverage

Note: Margin and leverage services are high-risk and are offered only to eligible customers who meet certain criteria.

14.1 Margin Accounts

If you are approved for a margin account, you may borrow funds from us to purchase securities or Digital Assets, using your existing Assets as collateral.

14.2 Margin Agreement

Margin trading is governed by a separate Margin Agreement, which you must execute before trading on margin. Key terms include:

• Margin Requirements: Minimum equity levels (e.g., 50% initial margin, 25% maintenance margin)
• Collateral: Your Assets serve as collateral for margin loans
• Interest: You pay interest on borrowed funds at our prevailing margin interest rate
• Margin Calls: If your equity falls below maintenance levels, you must deposit additional funds or securities
• Liquidation Rights: We may liquidate your positions without notice if you fail to meet a margin call

14.3 Risks of Margin Trading

Margin trading involves significant risks, including:

• Leverage amplifies losses: You can lose more than your initial investment
• Margin calls: You may be required to deposit additional funds on short notice
• Forced liquidation: We may liquidate your positions at unfavorable prices
• Interest costs: Margin interest reduces your returns
• Volatility: Rapid price movements can quickly erode your equity

You should only use margin if you fully understand the risks and can afford to lose your entire investment.

14.4 Leverage Products

If we offer leveraged products (e.g., CFDs, leveraged tokens), these products involve similar or greater risks as margin trading and are suitable only for experienced investors.

15. Options and Derivatives

Note: Options and derivatives are complex instruments suitable only for experienced investors.

15.1 Options Trading

If you are approved for options trading, you may trade listed options on securities or Digital Assets (if available).

15.2 Options Agreement

Options trading is governed by a separate Options Agreement, which you must execute before trading options.

You must also review the standardized options disclosure document (e.g., “Characteristics and Risks of Standardized Options”).

15.3 Options Risks

Options involve significant risks, including:

• Total loss of premium: Options can expire worthless
• Leverage: Small changes in the underlying asset can lead to large gains or losses
• Complexity: Options strategies can be difficult to understand
• Time decay: Options lose value as expiration approaches
• Assignment risk: Short options may be assigned at any time

15.4 Derivatives (CFDs, Futures, Swaps)

If we offer other derivatives (e.g., contracts for difference, futures, swaps):

• These products are subject to separate terms and risk disclosures
• They involve leverage and significant risk of loss
• They are suitable only for professional or experienced investors

PART V: FEES, RISKS, AND DISCLOSURES

16. Fees and Charges

16.1 Fee Schedule

Our fees for brokerage and custody services are published on our website and incorporated herein by reference. Fees may include:

Trading Fees:

• Commission per trade (fixed or percentage-based)
• Trading fees (maker/taker fees for Digital Assets)
• Spread (difference between buy and sell prices)

Custody Fees:

• Annual custody fee (percentage of assets under custody)
• Minimum custody fee
• Sub-custodian fees (passed through)

Withdrawal and Transfer Fees:

• Withdrawal fees (fixed or percentage-based)
• Network fees for Digital Asset transfers (passed through)
• Wire transfer fees for fiat withdrawals
• Transfer fees for moving securities to another broker

Other Fees:

• Inactivity fees (for dormant accounts)
• Account maintenance fees
• Paper statement fees
• Research or data fees
• Margin interest (if applicable)
• Options contract fees (if applicable)
• Corporate action processing fees
• Expedited service fees

16.2 Fee Changes

We may change our fees at any time upon thirty (30) days’ notice to you. Notice will be provided via email, Platform notification, or website posting.

Continued use of services after fee changes become effective constitutes your acceptance of the new fees.

16.3 Fee Payment

Fees are automatically deducted from your Account balance. If your Account has insufficient funds:

• We may liquidate Assets to satisfy fees
• We may suspend services until fees are paid
• We may close your Account
• You remain liable for unpaid fees and collection costs

16.4 Currency of Fees

Fees are typically charged in the currency of the transaction or Account.

We may convert from another currency at our prevailing exchange rate if necessary.

16.5 Third-Party Fees

You are responsible for fees charged by:

• Exchanges or trading venues
• Blockchain networks
• Sub-custodians
• Payment processors
• Correspondent banks

Such fees may be deducted from transaction proceeds or charged separately.

16.6 No Refunds

Fees are generally non-refundable, even if:

• You close your Account
• A transaction fails or is cancelled
• You do not use the services

17. Risk Disclosures

**IMPORTANT: Investment involves risk.

You may lose some or all of your invested capital. You should invest only what you can afford to lose.**

17.1 General Investment Risks

All investments carry risk, including:

• Market Risk: Prices fluctuate due to economic conditions, market sentiment, and other factors
• Liquidity Risk: Assets may be difficult to sell quickly or at a fair price
• Volatility Risk: Prices may change rapidly and unpredictably
• Counterparty Risk: Failure of a counterparty or intermediary may result in loss
• Systemic Risk: Widespread financial or economic crises may affect all assets
• Inflation Risk: Returns may not keep pace with inflation
• Currency Risk: Exchange rate fluctuations may affect returns
• Interest Rate Risk: Changes in interest rates may affect asset values
• Credit Risk: Issuers of securities may default on obligations

17.2 Digital Asset Risks

Digital Assets are particularly risky and volatile. Risks include:

17.2.1 Extreme Volatility

• Digital Asset prices can fluctuate by 10%, 20%, 50% or more in a single day
• Prices may decline rapidly with no warning
• There is no guarantee of recovery from price declines
• Entire investment may be lost

17.2.2 Lack of Regulation

• Digital Asset markets are largely unregulated
• Fewer investor protections compared to traditional securities
• Regulatory changes may negatively impact Digital Assets
• Governments may ban or restrict Digital Assets

17.2.3 Technology Risks

• Blockchain networks may experience bugs, failures, or attacks
• Smart contracts may contain vulnerabilities
• Digital Assets may become obsolete due to technological changes
• Quantum computing may pose future cryptographic risks

17.2.4 Cybersecurity Risks

• Exchanges and wallets have been hacked, resulting in theft of Digital Assets
• Private keys may be stolen through phishing, malware, or social engineering
• Once stolen, Digital Assets are generally unrecoverable

17.2.5 Irreversibility

• Blockchain transactions are irreversible
• Mistakes cannot be corrected
• Funds sent to wrong addresses are permanently lost

17.2.6 Lack of Recourse

• No deposit insurance or investor protection schemes
• No central authority to reverse transactions or resolve disputes
• If we become insolvent, you may lose access to your Digital Assets

17.2.7 Market Manipulation

• Digital Asset markets may be subject to manipulation
• “Pump and dump” schemes are common
• Wash trading and spoofing may distort prices

17.2.8 Liquidity Risk

• Some Digital Assets have very low liquidity
• Large Orders may significantly impact price
• You may be unable to sell at a reasonable price

17.2.9 Fork and Airdrop Risk

• You may not receive new Assets created by forks or airdrops
• Forks may create uncertainty and price volatility
• Contentious forks may lead to permanent loss of value

17.2.10 Loss of Access

• If you lose your private keys, Digital Assets are permanently lost
• If we become insolvent or cease operations, you may lose access to Assets
• Blockchain networks may become inaccessible

17.3 Leverage and Margin Risks

If you use leverage or margin:

• Losses are amplified: You can lose more than your initial investment
• Forced liquidation: Your positions may be liquidated at the worst possible time
• Rapid deterioration: Leveraged positions can deteriorate rapidly in volatile markets
• Interest costs: Margin interest reduces returns and compounds losses

17.4 Options and Derivatives Risks

Options and derivatives involve:

• Total loss of premium: Options can expire worthless
• Unlimited loss potential: Short positions may result in unlimited losses
• Complexity: Difficult to understand and manage
• Counterparty risk: Failure of the counterparty may result in loss

17.5 Foreign Exchange Risk

If you invest in foreign-denominated securities or hold multi-currency accounts:

• Exchange rate fluctuations may significantly affect returns
• Currency risk may exceed investment risk
• Hedging may be expensive or unavailable

17.6 Political and Regulatory Risk

• Changes in government policy may negatively impact investments
• Regulatory actions may restrict or ban certain investments
• Political instability may disrupt markets
• Sanctions may freeze or confiscate assets

17.7 Operational and Technical Risks

• Our Platform may experience downtime, outages, or errors
• Technology failures may prevent you from trading or accessing your Account
• Data may be lost or corrupted
• We are not liable for losses due to operational or technical issues

17.8 No Guarantee of Profit

• Past performance is not indicative of future results
• No investment is guaranteed to generate returns
• You may lose your entire investment
• Diversification does not eliminate risk

17.9 Suitability

You are solely responsible for determining whether any investment is suitable for you. You should consider:

• Your financial situation and objectives
• Your risk tolerance
• Your investment experience and knowledge
• Your time horizon
• Your liquidity needs

If you are unsure, you should seek independent financial advice.

17.10 No Advice

We do not provide investment advice. We are not your financial advisor, and we do not make recommendations regarding the suitability of any investment.

18. Customer Obligations and Representations

18.1 Accuracy of Information

You represent and warrant that:

• All information you provide is accurate, complete, and truthful
• You will update information promptly when it changes
• You are not providing false or misleading information
• Documents you provide are genuine and unaltered

18.2 Eligibility

You represent and warrant that:

• You meet all eligibility requirements in these Brokerage Terms and the Master Terms
• You are not a US person or resident of a restricted jurisdiction
• You are not on any sanctions lis
• You have legal capacity to enter into this agreement
• You are not subject to any legal prohibition on investing

18.3 Source of Funds

You represent and warrant that:

• All funds and Assets in your Account are legally obtained
• Funds do not originate from criminal activity, money laundering, terrorist financing, or other illegal sources
• You have complied with all applicable tax and reporting obligations
• You have authority to use ad invest the funds

18.4 Compliance with Laws

You agree to:

• Comply with all applicable laws, regulations, and rules
• Not use our services for illegal purposes
• Not engage in money laundering, terrorist financing, fraud, or sanctions evasion
• Report suspicious activity to appropriate authorities

18.5 Investment Decisions

You acknowledge and agree that:

• You are solely responsible for your investment decisions
• You have evaluated the risks and suitability of investments
• You are not relying on us for investment advice
• You have the financial capacity to bear losses

18.6 Security Obligations

You agree to:

• Keep your login credentials confidential
• Use strong passwords and enable multi-factor authentication
• Monitor your Account regularly for unauthorized activity
• Report suspected security breaches immediately
• Not share your Account with others

18.7 Cooperation

You agree to:

• Respond promptly to our requests for information or documentation
• Cooperate with compliance reviews and investigations
• Provide updated information when requested
• Notify us of material changes to your circumstances

18.8 No Market Abuse

You agree not to engage in:

• Market manipulation or abusive trading practices
• Insider trading
• Front-running or other prohibited activities
• Coordination with others to manipulate markets

18.9 Professional or Institutional Clients

If you are classified as a Professional or Institutional Client, you represent that:

• You have sufficient experience and knowledge to understand the risks
• You have the financial resources to bear losses
• You are capable of making your own investment decisions
• You do not require the same level of regulatory protection as retail clients

PART VI: COMPLIANCE AND OPERATIONS

19. Compliance Framework

19.1 Anti-Money Laundering (AML)

We are committed to preventing money laundering and terrorist financing. We implement AML procedures including:

• Customer identification and verification
• Ongoing monitoring of transactions
• Suspicious activity detection and reporting
• Enhanced due diligence for high-risk customers
• Record-keeping and documentation

19.2 Know Your Customer (KYC)

We conduct KYC procedures to verify your identity and assess risk, including:

• Collection of identification documents
• Verification of identity and address
• Beneficial ownership identification (for entities)
• Source of funds and source of wealth inquiry
• Politically Exposed Person (PEP) screening

19.3 Ongoing Monitoring

We monitor your Account and transactions on an ongoing basis to detect:

• Unusual or suspicious activity
• Patterns indicative of money laundering or fraud
• Transactions involving high-risk jurisdictions or parties
• Violations of sanctions or laws

19.4 Enhanced Due Diligence

For higher-risk customers or transactions, we may conduct enhanced due diligence, including:

• In-depth source of funds and source of wealth verification
• Additional documentation requirements
• More frequent monitoring and reviews
• Senior management approval for onboarding or transactions

19.5 Suspicious Activity Reporting

If we detect suspicious activity, we will:

• File a suspicious activity report (SAR) with relevant authorities
• Freeze or block suspicious transactions
• Restrict or close your Account if necessary

We are prohibited from informing you if we file a SAR or are conducting an investigation.

19.6 Sanctions Compliance

We comply with international sanctions, including:

• United Nations sanctions
• United States (OFAC) sanctions
• European Union sanctions
• United Kingdom sanctions
• Other applicable sanctions regimes

We screen: - All customers against sanctions lists - All transactions for sanctions-related activity - Blockchain addresses against known sanctioned entities

We will freeze or block transactions involving sanctioned parties and report to authorities as required.

19.7 Tax Compliance

We may be required to report information to tax authorities under:

• Próspera ZEDE
• Common Reporting Standard (CRS)
• FATCA (if applicable)
• Local tax reporting requirements

You agree to: - Provide accurate tax information (tax residency, tax identification numbers) - Notify us of changes to tax status - Cooperate with tax information requests

You are solely responsible for determining and paying your tax obligations.

19.8 Legal Process

We will comply with valid legal process, including:

• Court orders and subpoenas
• Search warrants
• Freezing orders
• Garnishments and levies

We may:

• Freeze your Account
• Provide information to authorities
• Restrict access to Assets

We are not liable for complying with legal process, even if it results in loss to you.

20. Account Management

20.1 Account Access

You may access your Account through:

• Our web-based Platform
• Mobile application
• API (if you have API access)

You must use secure login credentials and any required multi-factor authentication.

20.2 API Access

If you are granted API access:

• You must keep your API keys secure
• You are responsible for all activity conducted through your API
• We may revoke API access at any time
• Additional terms and conditions may apply

20.3 Account Statements

We will provide periodic account statements (monthly or as otherwise agreed) showing:

• Account balances
• Transaction history
• Fees charged
• Positions held Statements are available electronically through your Account dashboard.

20.4 Confirmations

We will provide confirmations for:

• Executed trades
• Deposits and withdrawals
• Corporate actions
• Other significant transactions

You must review confirmations and statements promptly and report any errors or discrepancies within the required timeframes.

20.5 Record-Keeping

We retain records of your Account and transactions for at least seven (7) years as required by law.

You may request copies of records, subject to a research fee.

20.6 Information Updates

You must:

• Keep your contact information current
• Notify us of changes to personal information, financial circumstances, or risk profile
• Respond promptly to requests for updated information

Failure to maintain current information may result in Account restrictions.

20.7 Inactive and Dormant Accounts

If your Account is inactive for an extended period (e.g., 12 months with no customer-initiated activity):

• We may classify it as dormant
• We may charge inactivity fees
• We may restrict Account access
• We may close the Account after additional notice

20.8 Death or Incapacity

In the event of your death or legal incapacity:

• Your executor, administrator, or legal representative must provide appropriate documentation
• We may freeze the Account pending verification of authority
• Assets will be distributed according to applicable law and your instructions

21. Limitation of Liability

IMPORTANT: Please read this section carefully. It significantly limits our liability to you.

21.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE VALUE OF ASSETS IN YOUR ACCOUNT AT THE TIME OF THE EVENT (up to a maximum of USD $100,000)

21.2 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, or anticipated savings
• Loss of business opportunities
• Loss of goodwill or reputation
• Loss of data
• Cost of procurement of substitute services
• Investment losses or diminution in value of Assets

WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.3 Exclusions from Liability

We are not liable for:

21.3.1 Third Parties

• Acts or omissions of sub-custodians, brokers, exchanges, market makers, or other third parties
• Insolvency or failure of any third party
• Delays, errors, or failures of payment systems, correspondent banks, or financial institutions
• Hacking, theft, or fraud perpetrated by third parties

21.3.2 Blockchain and Technology

• Blockchain network failures, congestion, forks, or attacks
• Smart contract bugs or vulnerabilities
• Loss of private keys or access credentials (except where caused by our gross negligence)
• Technology failures, outages, or errors (except where caused by our gross negligence)
• Cybersecurity breaches affecting third parties

21.3.3 Market Conditions

• Market volatility, crashes, or illiquidity
• Price fluctuations or slippage
• Inability to execute Orders at desired prices
• Suspension or halting of trading
• Currency exchange rate fluctuations

21.3.4 Force Majeure

• Acts of God, natural disasters, epidemics, or pandemics
• War, terrorism, civil unrest, or government action
• Changes in law or regulatory action
• Labor disputes, strikes, or lockouts
• Failure of utilities, telecommunications, or internet infrastructure
• Any other circumstances beyond our reasonable control

21.3.5 Your Actions

• Your breach of these Brokerage Terms or the Master Terms
• Your negligence, fraud, or willful misconduct
• Your failure to secure your Account credentials
• Your investment decisions or trading activities
• Your failure to comply with applicable laws
• Your provision of false or misleading information

21.4 No Guarantee

We do not guarantee:

• Continuous, uninterrupted access to our services or Platform
• Execution of Orders at any specific price or at all
• Availability of liquidity or market access
• Accuracy or completeness of information or market data
• Security or safety of Assets (although we use reasonable care)
• Profitability or returns on investments

21.5 Reasonable Care Standard

Where we do have liability, our obligation is limited to exercising reasonable care in:

• Selecting and monitoring sub-custodians and service providers
• Safeguarding Assets in our custody
• Processing transactions and instructions
• Maintaining records

We are not liable for losses unless they result from our gross negligence, willful misconduct, or fraud.

21.6 Assumption of Risk

YOU ACKNOWLEDGE AND ACCEPT THAT:

• Investment involves significant risk of loss
• Digital Assets are particularly risky and volatile
• You assume all investment risks
• You may lose your entire investment
• We are not responsible for investment losses except to the extent caused by our gross negligence, willful misconduct, or fraud

21.7 Essential Terms

You acknowledge that the limitations and exclusions of liability in this Section 21 are fundamental elements of the agreement between you and us, and that we would not provide the services without these limitations.

21.8 Jurisdictional Variations

If the laws of your jurisdiction do not permit certain limitations of liability, those limitations shall apply to the maximum extent permitted by law.

22. Termination and Account Closure

22.1 Termination by You

You may close your Account at any time by:

1. Providing written notice to us
2. Withdrawing all Assets from your Account
3. Satisfying all outstanding obligations (fees, margin debt, etc.)

We may require reasonable notice (e.g., 30 days) and may charge an account closure fee.

22.2 Termination by Us

We may suspend, restrict, or terminate your Account at any time, with or without cause, by providing reasonable notice (typically 30-60 days).

We may terminate immediately without notice if:

• You breach these Brokerage Terms or the Master Terms
• We suspect fraud, money laundering, or illegal activity
• Required by law, regulation, or legal process
• You provide false or misleading information
• You engage in abusive behavior or prohibited activities
• Your Account poses unacceptable risk to us
• For business, operational, or risk management reasons

22.3 Effect of Termination

Upon termination:

• Your right to access and use our services immediately ceases
• All open Orders are cancelled (unless already executed)
• You must withdraw all Assets from your Account within a reasonable timeframe
• You remain liable for all outstanding fees, obligations, and liabilities
• We will provide a final account statement

22.4 Return of Assets

Upon account closure, we will:

1. Deduct any outstanding fees, charges, or liabilities
2. Liquidate positions if necessary to satisfy obligations
3. Return remaining Assets to you via withdrawal to your designated bank account or external wallet
4. Provide a final accounting

You must provide instructions for return of Assets. If you fail to provide instructions within a reasonable timeframe, we may:

• Hold Assets in suspense
• Charge holding fees
• Liquidate Assets and hold proceeds
• Escheat Assets to government authorities (if permitted by law)

22.5 Survival

The following provisions survive termination:

• Fee obligations and payment terms
• Indemnification obligations
• Limitation of liability
• Dispute resolution
• Intellectual property rights
• Any other provisions that by their nature should survive

PART VII: GENERAL PROVISIONS

23. Dispute Resolution

23.1 Governing Law

These Brokerage Terms are governed by the laws of Próspera ZEDE, without regard to conflict of law principles.

23.2 Jurisdiction

Subject to the arbitration provision below, any disputes shall be subject to the exclusive jurisdiction of the courts of Próspera ZEDE.

23.3 Arbitration

Either party may elect to submit disputes to binding arbitration.

Arbitration Terms:

• Arbitration Body: Prospera Arbitration Center
• Rules: The dispute shall be resolved in accordance with the commercial arbitration rules of the selected arbitration body
• Number of Arbitrators: One (1) or three (3) arbitrators, depending on the amount in dispute
• Location: Próspera ZEDE, or another mutually agreed location
• Language: English
• Award: The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction
• Costs: Each party shall bear its own costs, unless the arbitrator determines otherwise. The arbitrator may award costs and attorneys’ fees to the prevailing party.

23.4 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT:

• Any dispute shall be brought in your individual capacity and not as a plaintiff or class member in any class, collective, representative, or similar proceeding
• You waive any right to participate in a class action, collective action, or representative proceeding
• The arbitrator may not consolidate claims of multiple parties

23.5 Informal Resolution

Before initiating formal proceedings (litigation or arbitration), you agree to contact us to attempt to resolve the dispute informally.

We will likewise attempt informal resolution.

Contact for Disputes:

The Network Labs Ltd. Co.
Attn: Legal / Compliance Department
Beta Building, St. John’s Bay, Oficina 6, Roatán, Islas de Bahia, 34101, Republic of Honduras
Email: legal@thenetworkbank.com

23.6 Limitation Period

Any claim or action arising out of these Brokerage Terms must be commenced within one (1) year of the date the cause of action arose, or it shall be forever barred.

24. Data and Privacy

24.1 Data Collection and Use

We collect, process, and store your personal information and Account data as described in our Privacy Policy (incorporated by reference). By using our services, you consent to:

• Collection of personal, financial, and transaction data
• Use of data for service delivery, compliance, risk management, and product improvement
• Sharing of data within our corporate group (with The Network Bank and affiliates)
• Sharing of data with sub-custodians, service providers, and regulatory authorities
• International transfer of data

24.2 Confidentiality

We will maintain the confidentiality of your information in accordance with applicable law and our Privacy Policy. However, we may disclose information:

• As required by law, regulation, or legal process
• To regulatory authorities or law enforcement
• In connection with litigation or arbitration
• To sub-custodians, service providers, or counterparties as necessary to provide services
• With your consent

24.3 Data Security

We implement reasonable security measures to protect your data, but we cannot guarantee absolute security. You acknowledge the risk of data breaches and accept that risk.

24.4 Blockchain Transparency

You acknowledge that blockchain transactions are publicly visible on the blockchain, including:

• Transaction amounts
• Sender and recipient addresses
• Transaction timestamps While blockchain addresses are pseudonymous, it may be possible to link addresses to your identity through various means.

We are not responsible for privacy implications of blockchain transparency.

25. Amendments and Miscellaneous

25.1 Amendments

We may amend these Brokerage Terms at any time by providing thirty (30) days’ notice to you. Notice will be provided via:

• Email to your registered email address
• Notification in your Account dashboard
• Posting on our website

Continued use of our services after the effective date of amendments constitutes your acceptance of the amended terms. If you do not agree to the amendments, you must stop using our services and close your Account before the effective date.

25.2 Entire Agreement

These Brokerage Terms, together with the Master Terms, Privacy Policy, and other applicable policies and agreements, constitute the entire agreement between you and us regarding brokerage and custody services, superseding any prior agreements or understandings.

25.3 Severability

If any provision of these Brokerage Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

25.4 Waiver

No waiver of any provision of these Brokerage Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

25.5 Assignment

We may assign these Brokerage Terms or any rights hereunder to any affiliate, successor, or third party without your consent, including in connection with a merger, acquisition, or sale of assets.

You may not assign your rights or obligations under these Brokerage Terms without our prior written consent. Any attempted assignment without consent shall be void.

25.6 No Third-Party Beneficiaries

These Brokerage Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and us (and our respective successors and assigns).

25.7 Relationship of the Parties

Nothing in these Brokerage Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and us. You have no authority to bind us or make representations on our behalf.

We are not your financial advisor or fiduciary. Our relationship is that of service provider and customer.

25.8 Language

These Brokerage Terms are executed in English. Any translation is for convenience only. In the event of any inconsistency, the English version shall prevail.

25.9 Headings

Headings and subheadings are for convenience only and shall not affect the interpretation of these Brokerage Terms.

25.10 Contact Information

For questions or assistance regarding brokerage and custody services, please contact us:

The Network Labs Ltd. Co.

• Customer Support: support@thenetworkbank.com
• Legal/Compliance: legal@thenetworkbank.com
• Website: www.thenetworkbank.com

Acknowledgment

BY OPENING A BROKERAGE OR CUSTODY ACCOUNT WITH The Network Labs Ltd. Co., YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE BROKERAGE/CUSTODIAN TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT:

• Investment involves significant risk of loss
• Digital Assets are particularly risky and volatile
• You may lose your entire investment
• We do not provide investment advice
• You are solely responsible for your investment decisions
• You have read and understood all risk disclosures
• You accept all limitations of liability

Part D — Legal Notices

1. The Network Bank Group Structure

1.1 About The Network Bank Group

The Network Bank Group provides financial services through specialized operating entities, each with its own regulatory framework and customer terms.

1.2 Group Entities

The Network Bank Group comprises:

The Network Bank (Full Service International Banking)

• Full Legal Name: The Network Bank Ltd. Co.
• Common Name: The Network Bank
• Jurisdiction: Próspera ZEDE
• Services: International banking, multi-currency accounts, payment services, foreign exchange
• Regulatory Framework: Próspera financial regulations
• Target Market: International customers (excluding US persons)

The Network Labs Ltd. Co. (Investment Services)

• Full Legal Name: The Network Labs Ltd. Co.
• Common Name: The Network Labs
• Jurisdiction: Próspera ZEDE
• Services: Brokerage, custody, digital asset trading, securities trading, derivatives, staking services
• Regulatory Framework: Próspera securities and digital asset regulations
• Target Market: International investors (excluding US persons)

Network Capital LLC (US Investment Adviser) — not a Bank Group platform party for non-U.S. Bank customers

• Full Legal Name: Network Capital LLC
• Jurisdiction: United States
• Services: Investment advisory, investment accounts, cash management for U.S. customers
• Regulatory Framework: SEC-registered investment adviser (CRD 342019)
• Target Market: U.S. customers (see Network Capital terms and Form ADV / Form CRS)

Network Pay LLC (US Agent of Payee)

• Full Legal Name: Network Pay LLC
• Jurisdiction: Montana, United States
• Services: Fiat payment collection as agent of payee
• Target Market: Principals and Payors under the Agent of Payee Services Agreement (all onboarding customers appoint Pay + Clearing)

Network Clearing LLC (US Payment / MSB Services)

• Full Legal Name: Network Clearing LLC
• Common Name: Network Clearing
• Jurisdiction: Montana, United States
• Services: Money transmission, wire transfers, ACH, real-time payments, check processing, card acquiring, card issuing, foreign exchange
• Regulatory Framework: US federal (FinCEN) and state regulations
• Target Market: Agent-of-payee / MSB services for U.S. Network Capital customers and non-U.S. Network Bank Group customers (as presented at onboarding)

1.3 Integrated Services

While each entity within The Network Bank Group operates independently with separate legal and regulatory obligations, affiliates may coordinate so that customers can use related banking, investment, and payment services under the terms of the entity that provides each service.

Customer benefits:

• Coordinated account and support experience where offered
• Shared technology platform components where applicable

Important: Your contractual relationship is with the specific entity or entities providing services to you. Each entity has separate terms and conditions, liabilities, and regulatory protections.

1.4 Affiliated Companies Disclosure

The entities within The Network Bank Group are affiliated companies under common ownership and control. This affiliation enables:

• Information sharing among Group entities (as described in our Privacy Policy)
• Coordinated compliance and risk management
• Integrated product development
• Efficient operations

However, each entity remains legally separate with distinct regulatory obligations and liabilities.

2. Regulatory Information

2.1 The Network Bank (Banking Entity)

Full Legal Name: The Network Bank Ltd. Co. Common Name: The Network Bank Entity Type: Bank Jurisdiction: Próspera ZEDE Registration Number: 84847037430065

Registered Address: Beta Building, Oficina 6, St. John’s Bay, Próspera ZEDE, Roatán, Islas de Bahia, 34101, Republic of Honduras

Regulatory Authority: Roatan Financial Services Authority (RFSA)

License/Authorization: RFSA-2024-001

Services: International banking, deposit accounts, payment services, foreign exchange, digital currency integration

2.2 The Network Labs Ltd. Co. (Investment Services Entity)

Legal Name: The Network Labs Ltd. Co. Entity Type: Brokerage and Custody Services Provider Jurisdiction: Próspera ZEDE Registration Number: 87132418726540

Registered Address: Beta Building, Oficina 6, St. John’s Bay, Próspera ZEDE, Roatán, Islas de Bahia, 34101, Republic of Honduras

Regulatory Authority: Roatan Financial Services Authority (RFSA)

License/Authorization: RFSA-2025-001

Services: Brokerage, custody, digital asset trading and custody, securities trading, derivatives, staking services

2.3 Network Clearing LLC (US Payment Services Entity)

Legal Name: Network Clearing LLC Entity Type: Money Services Business (MSB) Jurisdiction: Montana, United States Services: Money transmission, wire transfers, ACH, FedNow, RTP, check processing, SWIFT, card acquiring, card issuing, foreign exchange

2.4 No US Regulatory Approvals (Próspera Entities)

IMPORTANT: The Network Bank and The Network Labs (Próspera entities) are NOT registered with, licensed by, or supervised by any United States regulatory authority, including:

• Securities and Exchange Commission (SEC)
• Financial Industry Regulatory Authority (FINRA)
• Commodity Futures Trading Commission (CFTC)
• Financial Crimes Enforcement Network (FinCEN)
• Federal Deposit Insurance Corporation (FDIC)
• Office of the Comptroller of the Currency (OCC)
• Any US state financial regulator

Services from The Network Bank and The Network Labs are not marketed to US persons or residents.

2.5 International Services (Próspera Entities)

The Network Bank and The Network Labs provide international financial services from Próspera ZEDE, a jurisdiction with a dedicated financial regulatory framework (including RFSA supervision for applicable activities).

We are authorized to provide services to customers in jurisdictions where we meet applicable legal requirements, subject to restrictions on US persons and sanctioned jurisdictions.

2.6 Supervisory Authorities

For The Network Bank and The Network Labs (Próspera entities)

Roatan Financial Services Authority (RFSA): www.rfsa.hn

For Network Clearing LLC (US entity): Federal

Financial Crimes Enforcement Network (FinCEN): www.fincen.gov

3. Risk Warnings

3.1 General Investment Risks

WARNING: INVESTMENT INVOLVES RISK. YOU MAY LOSE SOME OR ALL OF YOUR INVESTED CAPITAL. All investments carry risk, including:

• Market Risk: Prices fluctuate, and you may lose money
• Liquidity Risk: You may not be able to sell assets quickly or at fair prices
• Volatility: Rapid and unpredictable price changes
• Counterparty Risk: Failure of intermediaries or counterparties
• Currency Risk: Exchange rate fluctuations
• Political and Regulatory Risk: Government actions may adversely affect investments

Past performance is not indicative of future results. No investment is guaranteed to generate returns.

3.2 Digital Asset Risks

DIGITAL ASSETS ARE HIGHLY RISKY AND SPECULATIVE. YOU COULD LOSE YOUR ENTIRE INVESTMENT.

2.2.1 Extreme Volatility

• Digital Asset prices can fluctuate by 50% or more in a single day
• Prices may decline rapidly with no recovery
• Total loss of investment is possible

2.2.2 Lack of Regulation

• Digital Asset markets are largely unregulated
• Few investor protections compared to traditional securities
• Regulatory changes may negatively impact Digital Assets
• Governments may ban or severely restrict Digital Assets

2.2.3 Technology Risks

• Blockchain networks may fail or be attacked
• Smart contracts may contain bugs or vulnerabilities
• Digital Assets may become obsolete
• Quantum computing may threaten cryptographic security

2.2.4 Cybersecurity Risks

• Theft through hacking, phishing, or malware
• Loss of private keys means permanent loss of assets
• No recovery mechanism for stolen or lost Digital Assets

2.2.5 Irreversibility

• Blockchain transactions cannot be reversed or undone
• Mistakes (sending to wrong address) result in permanent loss
• No chargebacks or refunds

2.2.6 Lack of Recourse

• No deposit insurance (not FDIC insured)
• No investor compensation schemes
• No government backstop or guarantee
• Limited legal recourse in disputes

2.2.7 Other Digital Asset Risks

• Market manipulation and fraud
• Lack of liquidity
• Fork and airdrop uncertainty
• Network congestion and high fees
• Delisting or loss of exchange support

YOU SHOULD ONLY INVEST IN DIGITAL ASSETS IF YOU:

• Fully understand the risks
• Can afford to lose your entire investment
• Have sufficient experience and knowledge
• Are comfortable with high volatility
• Do not need liquidity

3.3 Leverage and Margin Risks

IF YOU USE LEVERAGE OR MARGIN, YOU CAN LOSE MORE THAN YOUR INITIAL INVESTMENT. Leverage amplifies both gains and losses:

• Small price movements can result in large losses
• You may be subject to margin calls requiring immediate deposits
• Positions may be liquidated at unfavorable prices
• Interest costs reduce returns
• Rapid deterioration in volatile markets

Leverage is suitable only for experienced investors who fully understand the risks.

3.4 Options and Derivatives Risks

OPTIONS AND DERIVATIVES ARE COMPLEX INSTRUMENTS WITH SIGNIFICANT RISK OF TOTAL LOSS.

• Options can expire worthless (total loss of premium)
• Short positions may have unlimited loss potential
• Complex strategies are difficult to understand and manage
• Counterparty risk in over-the-counter derivatives
• Lack of liquidity may prevent closing positions

Options and derivatives are suitable only for sophisticated investors with substantial experience.

3.5 Foreign Exchange Risk

Investments denominated in foreign currencies expose you to:

• Exchange rate fluctuations (which may be large and unpredictable)
• Currency devaluation or depreciation
• Foreign exchange controls or restrictions
• Costs of currency hedging

3.6 Custody Risks

FUNDS HELD IN CUSTODY ARE SUBJECT TO RISK:

• No Deposit Insurance: Your deposits and assets are not insured by any government scheme
• Custodian Insolvency: Risk of loss if we or a sub-custodian becomes insolvent
• Theft or Loss: Risk of theft, hacking, or operational losses
• Regulatory Action: Authorities may freeze or seize assets

3.7 Operational and Technology Risks

Our Platform and services may experience:

• Downtime, outages, or interruptions
• Errors, bugs, or malfunctions
• Cybersecurity incidents
• Data loss or corruption
• Inability to access your account or execute transactions

We are not liable for losses resulting from operational or technology issues except in cases of gross negligence or willful misconduct.

3.8 Suitability

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT IS SUITABLE FOR YOU. Consider:

• Your financial situation and objectives
• Your risk tolerance
• Your investment experience and knowledge
• Your time horizon and liquidity needs

If unsure, seek independent financial advice from a qualified professional.

3. No Investment Advice Disclaimer

3.1 No Advice

WE DO NOT PROVIDE INVESTMENT, FINANCIAL, LEGAL, OR TAX ADVICE. Our services are provided on an execution-only basis, meaning:

• We do not make investment recommendations
• We do not assess whether investments are suitable for you
• We do not provide advice on portfolio construction or asset allocation
• Any information we provide is for general informational purposes only

3.2 No Reliance

DO NOT RELY ON ANY INFORMATION FROM US AS A BASIS FOR INVESTMENT DECISIONS. Information on our Platform includes:

• Market data and prices
• Charts and analysis
• Educational content
• News and commentary Is provided for informational purposes only and should not be construed as advice or recommendations.

3.3 Independent Advice

If you need investment advice, you should consult an independent financial advisor who is qualified to provide advice based on your individual circumstances.

3.4 No Fiduciary Duty

We are not your financial advisor or fiduciary. We do not owe you any fiduciary duties except as expressly stated in our agreements or required by law. Our relationship with you is that of service provider and customer, not advisor and client.

4. Best Execution Summary

4.1 Best Execution Policy

We are committed to obtaining the best possible execution for your orders, taking into account:

• Price
• Costs (commissions, fees, spreads)
• Speed of execution
• Likelihood of execution and settlement
• Size and nature of the order
• Market conditions

4.2 Execution Venues

We may execute orders on or through:

• Regulated securities exchanges
• Digital Asset exchanges and liquidity providers
• Over-the-counter (OTC) markets
• Market makers and liquidity providers
• Our own internal matching engine (for Digital Assets)

4.3 Order Routing

For securities orders, we may route to:

• Primary exchanges (NYSE, NASDAQ, etc.)
• Alternative trading systems (ATSs)
• Electronic communication networks (ECNs)
• Broker-dealers and market makers

For Digital Asset orders, we aggregate liquidity from:

• Multiple cryptocurrency exchanges
• OTC desks
• Liquidity providers
• Our internal order book

4.4 Payment for Order Flow

We may receive payment for order flow or other compensation from:

• Market makers
• Liquidity providers
• Exchanges or trading venues

Such compensation does not affect our best execution obligation. We prioritize execution quality over routing to venues that pay us.

4.5 Best Execution Monitoring

We monitor execution quality regularly and review our execution arrangements at least annually.

5. Conflicts of Interest

5.1 Corporate Structure

The Network Bank Ltd. Co., The Network Labs Ltd. Co., and Network Clearing LLC are affiliated entities within The Network Bank Group under common ownership. This creates potential conflicts of interest:

• We may benefit from directing business between entities
• We share customer information between entities
• We may favor our own services over third parties
• Cross-selling incentives may exist

Mitigation: We manage conflicts through:

• Full disclosure of the relationship
• Fair pricing and terms
• Customer choice to use third-party services
• Compliance oversight and monitoring
• Independent operational management of each entity

6.2 Principal Trading

The Network Labs may act as principal (counterparty) to your trades, creating a conflict:

• We may profit from the spread or difference in price
• We have an incentive to execute against ourselves rather than seeking better prices elsewhere

Mitigation:

• We disclose when we act as principal
• We maintain our best execution obligation
• Prices are based on aggregated market data
• You consent to principal trading by using our services

6.3 Revenue Sources

We generate revenue from multiple sources that may create conflicts:

• Commissions and fees from your transactions
• Spreads on currency conversion and Digital Asset trades
• Payment for order flow from market makers or liquidity providers
• Lending revenue (if we offer securities lending)
• Interest on margin loans or cash balances
• Custodian fees from holding your assets

Mitigation:

• We disclose our revenue sources
• Fees are transparent and published
• We do not let revenue considerations override best execution

6.4 Affiliated Service Providers

We may use affiliated companies or service providers for:

• Technology infrastructure
• Compliance and risk management
• Custody services
• Payment processing

Mitigation:

• We disclose affiliated relationships
• Services are provided at market rates
• We maintain oversight and quality standards

6.5 Proprietary Trading

The Network Labs does not engage in proprietary trading using customer assets. Our trading activities are limited to:

• Facilitating customer orders
• Market making and liquidity provision
• Hedging our own risk exposure

6.6 Employee Trading

Our employees may trade for their own accounts, subject to:

• Pre-clearance requirements
• Blackout periods
• Prohibitions on front-running or misusing customer information
• Compliance monitoring

7. Third-Party Relationships

7.1 Sub-Custodians

We use third-party sub-custodians for custody of certain assets, as well as certain central securities depositories.

We select sub-custodians based on their reputation, financial strength, regulatory standing, and operational capabilities. However, we are not liable for sub-custodian failures except in cases of negligence in selection or oversight.

7.2 Market Data Providers

We obtain market data from third-party providers, including:

• Stock exchange data feeds (NYSE, NASDAQ, LSE, etc.)
• Digital Asset price aggregators
• Financial data vendors (Bloomberg, Refinitiv, etc.)

We do not warrant the accuracy, completeness, or timeliness of third-party market data.

7.3 Payment Processors

We use third-party payment processors for certain payment methods around routes. Payment processors are subject to their own terms and conditions.

7.4 Technology Providers

We rely on third-party technology providers for:

• Cloud infrastructure (AWS, Google Cloud, Azure, etc.)
• Blockchain node infrastructure
• Security and monitoring tools
• Communication platforms

7.5 Liquidity Providers

For Digital Asset trading, we obtain liquidity from:

• Major cryptocurrency exchanges
• OTC desks and prime brokers
• Market makers and liquidity providers

7.6 Disclaimers

We are not responsible for the acts, omissions, or failures of third parties, including:

• Sub-custodian insolvency or failure
• Payment processor delays or errors
• Exchange outages or suspensions
• Technology provider failures
• Data inaccuracies from market data providers

8. Deposit and Investor Protection

8.1 No Deposit Insurance (Banking)

DEPOSITS WITH The Network Bank ARE NOT INSURED BY ANY GOVERNMENT DEPOSIT INSURANCE SCHEME. Unlike banks in some jurisdictions (e.g., FDIC insurance in the US), deposits with The Network Bank are:

• Not FDIC insured
• Not insured by any equivalent scheme
• Not guaranteed by any government
• At risk in the event of bank insolvency: You may lose some or all of your deposits if The Network Bank becomes insolvent.

8.2 No Investor Compensation (Brokerage)

ASSETS HELD WITH The Network Labs ARE NOT COVERED BY ANY INVESTOR COMPENSATION SCHEME. Unlike brokers in some jurisdictions (e.g., SIPC coverage in the US), assets with The Network Labs are:

• Not SIPC protected
• Not covered by any equivalent investor protection scheme
• Not guaranteed by any government
• At risk in the event of brokerage insolvency

8.3 Segregation of Customer Assets

We segregate customer assets from our own proprietary assets in accordance with regulatory requirements:

• Banking: Customer deposits are recorded as liabilities on our balance sheet
• Brokerage/Custody: Customer securities and Digital Assets are held in segregated accounts and not used for our own purposes (except with your consent)

In the event of insolvency, customer assets should be protected and returned to customers. However, outcomes depend on insolvency proceedings and applicable law.

8.4 Insurance Coverage (Limited)

The Network Labs maintains limited insurance coverage for certain risks, and limits apply. Insurance does not cover all risks and is subject to policy limits, deductibles, and exclusions. You should not rely on insurance as complete protection. Details of insurance coverage are available upon request.

8.5 Risk Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT:

• Your funds and assets are not insured or guaranteed
• You may lose funds in the event of our insolvency
• Insurance coverage is limited and may not cover your losses
• You assume all risks associated with holding funds or assets with us

9. Business Continuity

9.1 Business Continuity Plan

We maintain a Business Continuity Plan (BCP) to ensure continuity of critical services in the event of disruptions, including:

• Natural disasters
• Technology failures
• Cybersecurity incidents
• Pandemics or public health emergencies
• Loss of key personnel or facilities

9.2 Key Components

Our BCP includes:

• Data Backup: Regular backups of critical data stored in geographically diverse locations
• Disaster Recovery: Procedures to restore systems and operations
• Alternative Sites: Backup facilities and work-from-home capabilities
• Communication Plan: Protocols for communicating with customers, regulators, and stakeholders

9.3 Testing and Review

We test our BCP at least annually through:

• Tabletop exercises
• Simulated disaster scenarios
• System failover tests

9.4 Customer Communication

In the event of a significant disruption:

• We will communicate updates via email, website, and social media
• We will provide estimated timeframes for restoration
• We will prioritize customer access to funds and account information

10. Cybersecurity

10.1 Security Measures

We implement comprehensive cybersecurity measures to protect our systems and your information, including:

• Encryption: All data encrypted in transit (TLS 1.3) and at rest (AES-256)
• Firewalls: Network segmentation and intrusion prevention systems
• Multi-Factor Authentication (MFA): Required for account access and sensitive operations
• Monitoring: 24/7 security monitoring and threat detection
• Penetration Testing: Regular external security audits and penetration tests
• Access Controls: Role-based access controls and least-privilege principles
• Employee Training: Security awareness training and phishing simulations
• Incident Response: Dedicated team and procedures for security incidents

10.2 Customer Security Responsibilities

You play a critical role in cybersecurity:

• Use strong, unique passwords for your account (minimum 12 characters, mix of letters, numbers, symbols)
• Enable multi-factor authentication (required)
• Do not share your credentials with anyone
• Be vigilant against phishing: We will never ask for your password via email or phone
• Use secure devices and networks: Avoid public Wi-Fi for accessing your account
• Keep software updated: Use the latest operating system and browser versions
• Monitor your account regularly for unauthorized activity
• Report suspicious activity immediately to security@thenetworkbank.com

10.3 Phishing and Social Engineering

BEWARE OF PHISHING ATTEMPTS:

• We will never ask you to provide your password, full MFA codes, or other sensitive information via email, phone, or unsolicited messages
• Always verify that you are on our official website (check the URL)
• Do not click links in unsolicited emails or messages
• Report phishing attempts to phishing@thenetworkbank.com

10.4 Data Breach Response

In the event of a data breach affecting your information:

We will investigate the breach and take immediate remedial action 2.

We will notify affected customers as required by law (typically within 72 hours) 3.

We will notify relevant regulatory authorities 4.

We will provide information about the breach and steps you can take to protect yourself 5.

We will offer assistance such as credit monitoring (if applicable)

10.5 Security Certifications

We maintain the following security certifications:

• ISO 27001 Information Security Management (if applicable)
• SOC 2 Type II Audit Report (if applicable)
• PCI DSS Compliance (if applicable)

Copies of our security certifications are available upon request.

11. Complaints and Disputes

11.1 How to File a Complaint

If you have a complaint about our services, please contact us:

• Customer Support: support@thenetworkbank.com
• Complaints Department: complaints@thenetworkbank.com

11.2 Complaint Handling Process

1. Receipt: We will acknowledge receipt of your complaint within 2 business days
2. Investigation: We will investigate your complaint thoroughly
3. Response: We will provide a substantive response within 30 days (or notify you of any delay)
4. Resolution: We will propose a resolution or explain why we cannot resolve the complaint in your favor

11.3 Escalation

If you are not satisfied with our response, you may escalate to:

• Senior Management: Request escalation in your complaint correspondence
• Compliance Officer: compliance@thenetworkbank.com

11.4 External Dispute Resolution

If you remain unsatisfied after exhausting our internal complaint process, you may open an arbitration case.

• Disputes are subject to the dispute resolution provisions in our Terms and Conditions
• You may pursue arbitration as specified in the Terms

12. Intellectual Property

12.1 Copyright

All content on our Platform, including:

• Text, graphics, images, videos
• Software and source code
• Data compilations
• Design and layout Is protected by copyright and owned by us or our licensors.

You may not reproduce, distribute, or create derivative works without permission.

12.2 Third-Party Trademarks

The Platform may contain trademarks of third parties, including:

• Payment Networks, and their respective trademarks
• Bitcoin, Ethereum, and other blockchain project trademarks
• Exchange and platform trademarks
• Payment processor and service provider trademarks

Third-party trademarks are the property of their respective owners.

12.4 Reporting Copyright Infringement

If you believe content on our Platform infringes your copyright:

• DMCA Notice: dmca@thenetworkbank.com
• Include: Description of copyrighted work, infringing material location, your contact information, statement of good faith belief, and statement under penalty of perjury

We will respond to valid DMCA notices in accordance with applicable law.

13. Important Disclaimers

13.1 Not Investment Advice

WE DO NOT PROVIDE INVESTMENT ADVICE. Any information on our Platform is for general informational purposes only and should not be construed as advice or a recommendation.

13.2 Third-Party Content

WE ARE NOT RESPONSIBLE FOR THIRD-PARTY CONTENT. Our Platform may contain links to third-party websites or display third-party content. We do not endorse or control third-party content.

13.3 External Links

EXTERNAL LINKS ARE PROVIDED FOR CONVENIENCE ONLY. We are not responsible for the content, privacy practices, or terms of third-party websites.

13.4 Accuracy of Information

WE DO NOT WARRANT THE ACCURACY OF INFORMATION. Information on our Platform may be inaccurate, incomplete, or out of date. Market data may be delayed or incorrect.

13.5 Forward-Looking Statements

FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES. Our Platform may contain forward-looking statements about future performance, which are subject to risks and uncertainties. Actual results may differ materially.

13.6 Tax Advice

WE DO NOT PROVIDE TAX ADVICE. You are solely responsible for determining your tax obligations and should consult a qualified tax professional.

13.7 Legal Advice

WE DO NOT PROVIDE LEGAL ADVICE. Our Terms and Conditions are provided for information only and do not constitute legal advice. Consult a qualified attorney for legal advice.

13.8 Testimonials and Reviews

TESTIMONIALS ARE NOT REPRESENTATIVE. Any customer testimonials or reviews on our Platform represent individual experiences and may not be typical. Your results may differ.

15. Contact Information

15.1 General Inquiries

The Network Bank Group
Beta Building, Oficina 6, St. John’s Bay, Próspera ZEDE, Roatán, Islas de Bahia, 34101, Republic of Honduras

• Email: info@thenetworkbank.com
• Website: www.thenetworkbank.com

15.2 Customer Support

Available 24/7:

• Email: support@thenetworkbank.com

15.3 Department-Specific Contacts

Legal and Compliance:

• Legal: legal@thenetworkbank.com
• Compliance: compliance@thenetworkbank.com

Privacy and Data Protection:

• Email: privacy@thenetworkbank.com

Security:

• Email: security@thenetworkbank.com
• Report Phishing: phishing@thenetworkbank.com

Media and Press:

• Email: press@thenetworkbank.com

15.5 Mailing Address

The Network Bank Group
Beta Building, Oficina 6, St. John’s Bay, Próspera, Roatán, Islas de Bahia, 34101, Republic of Honduras

15.6 Regulatory Inquiries

For regulatory or compliance matters: legal@thenetworkbank.com

15. Document Updates

We may update this page from time to time to reflect changes in our practices, services, or legal requirements. Material changes will be communicated to customers via:

• Email notification
• Platform notification
• Posting on our website

Please check this page periodically for updates.

Acknowledgment

By using services provided by entities within The Network Bank Group, you acknowledge that you have read and understood the information on this Legal Notices page, including all risk warnings, disclaimers, and disclosures.

Part E — Cookies and Similar Technologies

1. Introduction

1.1 About This Policy

The Network Bank Group uses cookies and similar tracking technologies on our websites, mobile applications, and platforms (collectively, the “Platform”).

For this Cookies Policy, The Network Bank Group means:

• The Network Bank (The Network Bank Ltd. Co.) — International banking services
• The Network Labs Ltd. Co. — Brokerage and custody services

(Collectively, “we,” “us,” or “our.”)

This Cookies Policy explains:

• What cookies are
• How we use cookies
• Types of cookies we use
• Third-party cookies
• How to manage your cookie preferences

1.2 Consent

By using our Platform, you consent to our use of cookies as described in this Cookies Policy, except where your consent is specifically required or where you have opted out.

You can manage your cookie preferences at any time as described in Section 6 below.

2. What Are Cookies?

2.1 Definition

Cookies are small text files that are stored on your device (computer, smartphone, tablet) when you visit a website. Cookies allow the website to recognize your device and remember information about your visit, such as your preferences or login status.

2.2 Similar Technologies

In addition to cookies, we use similar technologies, including:

• Web beacons (pixel tags): Small graphic images embedded in web pages or emails that track user behavior
• Local storage objects (LSOs): Data stored locally on your device (e.g., HTML5 local storage, Flash cookies)
• Software Development Kits (SDKs): Tools embedded in mobile applications to collect usage data
• Session replay tools: Technologies that record user interactions with our Platform

For simplicity, this policy refers to all these technologies as “cookies.”

2.3 Session vs. Persistent Cookies

• Session cookies: Temporary cookies that are deleted when you close your browser. They remember information during a single browsing session.
• Persistent cookies: Cookies that remain on your device for a specified period or until you delete them. They remember information across multiple sessions.

2.4 First-Party vs. Third-Party Cookies

• First-party cookies: Set by us (The Network Bank Group) on our own Platform
• Third-party cookies: Set by external parties (e.g., analytics providers, advertisers) on our Platform

3. How We Use Cookies

We use cookies to:

• Enable core functionality of our Platform (e.g., authentication, security)
• Improve user experience by remembering your preferences
• Analyze Platform usage and performance
• Personalize content and recommendations
• Measure the effectiveness of marketing campaigns
• Prevent fraud and enhance security

4. Types of Cookies We Use

4.1 Strictly Necessary Cookies

Purpose: Essential for the Platform to function properly.

Description:

• Enable core features such as login, account access, and secure areas
• Authenticate users and prevent fraudulent use
• Remember security settings and preferences
• Enable payment processing and transaction execution
• Maintain session state

Consent: Strictly necessary cookies are essential and do not require your consent. They are automatically enabled.

Examples:

• Session IDs
• Authentication tokens
• Security flags
• CSRF (Cross-Site Request Forgery) protection tokens

Lifespan: Typically session cookies (deleted when you close your browser) or short-term persistent cookies.

4.2 Performance and Analytics Cookies

Purpose: Collect information about how you use our Platform to help us improve performance and user experience.

Description:

• Track which pages or features are most popular
• Monitor Platform performance (load times, errors)
• Identify navigation patterns and user behavior
• Measure the effectiveness of features or changes
• Conduct A/B testing and experiments

Consent: Required in some jurisdictions.

You can opt out of performance cookies.

Examples:

• Google Analytics
• Hotjar or similar session replay tools
• Custom analytics platforms
• Heatmaps and click tracking

Data Collected:

• Pages visited and time spent
• Click paths and navigation
• Device and browser information
• Geolocation (country/city level)
• Aggregated usage statistics

Lifespan: Typically up to 2 years.

4.3 Functionality Cookies

Purpose: Remember your preferences and settings to provide a personalized experience.

Description:

• Remember your language preference
• Remember your location or timezone
• Save your display settings (dark mode, currency, layout)
• Remember your choice to accept or decline cookies
• Store items in your watchlist or favorites
• Prefill forms with your information

Consent: Required in some jurisdictions.

You can opt out, but this may affect functionality.

Examples:

• Language preference cookies
• Currency display cookies
• Theme or display mode cookies
• Saved preferences Lifespan: Typically up to 1 year.

4.4 Targeting and Advertising Cookies

Purpose: Deliver personalized advertising and measure the effectiveness of marketing campaigns.

Description:

• Track your browsing behavior across websites
• Build a profile of your interests
• Deliver relevant advertisements based on your interests
• Limit the number of times you see an advertisement
• Measure the effectiveness of advertising campaigns
• Conduct retargeting (showing ads for products you viewed)

Consent: Required in most jurisdictions.

You can opt out of advertising cookies.

Examples:

• Google Ads / DoubleClick
• Facebook Pixel
• LinkedIn Insight Tag
• Twitter Conversion Tracking
• Retargeting pixels from advertising networks

Data Collected:

• Browsing history and activity
• Products or services viewed
• Advertisements clicked
• Conversions and actions taken
• Inferred interests and demographics

Lifespan: Typically up to 1-2 years.

Note: We do not use advertising cookies unless you provide consent (where required).

4.5 Social Media Cookies

Purpose: Enable integration with social media platforms and track social media interactions.

Description:

• Allow you to share content on social media
• Enable social media login (e.g., “Sign in with Google”)
• Track social media referrals and engagement
• Display social media content (e.g., embedded posts)

Consent: Required in some jurisdictions.

You can opt out, but social features may not work.

Examples:

• Facebook Social Plugins
• Twitter Widgets
• LinkedIn Share Buttons
• Google Sign-In

Data Collected:

• Social media profile information (if you use social login)
• Content you share
• Social interactions (likes, shares, comments)

Lifespan: Varies by platform, typically up to 1 year.

5. Third-Party Cookies

5.1 Third-Party Services

We use third-party services that set cookies on our Platform, including:

• Analytics providers: Google Analytics, Mixpanel
• Marketing platforms: Google Ads, Facebook, LinkedIn, Twitter
• Customer support tools: Zendesk
• Payment processors: Stripe, PayPal (may set cookies during payment)
• Content delivery networks (CDNs): Cloudflare, Amazon CloudFront
• Security services: Recaptcha, fraud detection tools

5.2 Third-Party Privacy Policies

Third-party cookies are governed by the privacy policies of those third parties, not by our Privacy Policy or Cookies Policy.

We encourage you to review the privacy policies of third-party services:

• [Google Privacy Policy: https://policies.google.com/privacy
• [Facebook Data Policy: https://www.facebook.com/privacy/explanation
• [LinkedIn Privacy Policy: https://www.linkedin.com/legal/privacy-policy

5.3 Control Over Third-Party Cookies

You can opt out of third-party cookies through:

• Browser settings (see Section 6.1)
• Third-party opt-out tools (see Section 6.3)
• Cookie consent banner (see Section 6.4)

6. Managing Your Cookie Preferences

6.1 Browser Settings

Most web browsers allow you to control cookies through settings.

You can:

• Block all cookies
• Block third-party cookies only
• Delete cookies after each browsing session
• Receive notifications before cookies are set
• How to manage cookies in popular browsers:
  • Google Chrome: Settings > Privacy and Security > Cookies and other site data
  • Mozilla Firefox: Settings > Privacy & Security > Cookies and Site Data
  • Safari: Preferences > Privacy > Manage Website Data
  • Microsoft Edge: Settings > Cookies and site permissions > Cookies and site data
  • Opera: Settings > Privacy & Security > Cookies

Note: Blocking all cookies may prevent our Platform from functioning properly. Strictly necessary cookies are required for core functionality.

6.2 Mobile Devices

On mobile devices, you can manage cookies through:

• iOS (Safari): Settings > Safari > Block All Cookies
• Android (Chrome): Settings > Site Settings > Cookies
• Mobile apps: May have in-app settings for tracking preferences

You can also: - Reset your advertising ID (iOS: Settings > Privacy > Advertising > Reset Advertising Identifier; Android: Settings > Google > Ads > Reset advertising ID) - Opt out of personalized advertising (iOS: Settings > Privacy > Advertising > Limit Ad Tracking; Android: Settings > Google > Ads > Opt out of Ads Personalization)

6.3 Third-Party Opt-Out Tools

You can opt out of certain third-party cookies using:

• Network Advertising Initiative (NAI): http://optout.networkadvertising.org/
• Digital Advertising Alliance (DAA): http://optout.aboutads.info/
• European Interactive Digital Advertising Alliance (EDAA): http://www.youronlinechoices.eu/
• Google Ads Settings: https://adssettings.google.com/
• Facebook Ad Preferences: https://www.facebook.com/ads/preferences/ #### 6.4 Cookie Consent Banner

When you first visit our Platform, you will see a cookie consent banner asking for your consent to use certain cookies (e.g., analytics, advertising).

You can:

• Accept all cookies
• Reject non-essential cookies
• Customize your preferences by cookie category

You can change your cookie preferences at any time by: - Clicking the “Cookie Settings” link in the footer of our website - Accessing the cookie preferences tool in your account settings - Clearing your browser cookies and revisiting the site

6.5 Do Not Track (DNT)

Some browsers support “Do Not Track” (DNT) signals, which request that websites not track your browsing behavior. Our Platform does not currently respond to DNT signals, as there is no industry consensus on how to interpret them. However, you can control tracking through:

• Browser cookie settings
• Third-party opt-out tools
• Our cookie consent banner

Part F — Customer Routing and Partner Services Addendum

1. Purpose

This addendum clarifies when a customer onboards with The Network Bank Ltd. Co. and how partner-supported services and Agent of Payee acceptance are disclosed. It supplements the Bank Account Terms, Master Platform Terms, Network Bank Group Privacy Policy, Legal Notices, Electronic Communications and E-Sign Consent, Partner and Licensed Financial Institution Service Provider Disclosure, Brokerage and Custody Terms (where applicable), and the Agent of Payee Services Agreement.

2. Bank Customer Route

Non-U.S. customers onboard with The Network Bank Ltd. Co. for banking / platform services (and with The Network Labs Ltd. Co. when brokerage or custody services are part of the account).

U.S. customers using investment account, cash management, or associated services are routed to Network Capital LLC and do not use this Bank customer route for their primary relationship.

Honduras EPSPE (Network Technologies) and any future Panama Entidad Financiera routes are outside the scope of these Terms.

3. Direct Relationships on the Bank Route

For the Bank customer route:

• Your primary direct Network group relationship is with The Network Bank Ltd. Co.
• Where brokerage or custody services are enabled, you also accept The Network Labs Ltd. Co. Brokerage and Custody Terms.
• All customers also accept the Agent of Payee Services Agreement, directly appointing Network Pay LLC and Network Clearing LLC as agents of payee for merchant / payment-acceptance services.

4. Partner-Supported Services

Bank services may be provided, supported, held, processed, issued, settled, or made available through affiliates and third-party service providers, including licensed financial institution service providers (“Partner Financial Institutions”). These may include banks and program banks; custodians and brokerage infrastructure providers; payment processors and settlement providers; card issuers and card networks; digital asset, stablecoin, wallet, liquidity, exchange, or custody providers; and KYC, KYB, sanctions, fraud, cloud, communications, and compliance providers.

For standard Partner Financial Institution funds-transfer and related bank rails, material customer terms are absorbed in Parts H and I. Partner providers may still impose eligibility requirements, limits, fees, holds, dispute procedures, and account restrictions under those absorbed terms.

5. Product-Specific Terms

These consolidated Terms already include Bank Account Terms, Brokerage and Custody Terms, Legal Notices, Cookies, routing, e-sign, Partner disclosure, and Partner Financial Institution funds-transfer authorization. Specialty products that legally require issuer-specific terms (for example, certain cardholder agreements) may still present limited product-specific terms for that product only.

If specialty product terms conflict with this addendum for that specialty product, the specialty terms control for that product to the extent permitted by law. For standard Partner Financial Institution Bank Services, Part I controls over this addendum to the extent of any conflict.

6. Agent of Payee / Merchant Services

Onboarding on the Bank route includes acceptance of Network Pay and Network Clearing Agent of Payee terms for every customer (individual or company). Payor-facing checkout terms remain distinct from your Principal appointment and may appear transactionally when someone pays you.

7. Privacy Footprint

Network Bank Group customers are covered by the Network Bank Group Privacy Policy (and Cookies Policy where applicable). When you accept the Agent of Payee Services Agreement, Network Pay and Network Clearing may process payment-related data as described in that Agreement and this Privacy Policy. Network Capital’s privacy policy applies to U.S. Network Capital customers, not to Network Bank Group customers under these Terms.

8. Customer Responsibilities

You are responsible for providing accurate onboarding information; keeping contact, tax, account, and risk information current; reviewing all terms and disclosures presented to you; using services only for lawful and permitted purposes; reporting suspected unauthorized activity or errors promptly; and complying with partner and product-specific requirements.

9. Changes

The Bank, its affiliates, and service providers may change available services, partners, eligibility, limits, fees, disclosures, and terms where permitted by law. Updated terms or disclosures may be required before you continue using a service.

Part G — Electronic Communications and E-Sign Consent

1. Consent

By opening an account, submitting an application, clicking “I agree,” checking an acceptance box, or otherwise accepting this consent, you agree to receive communications electronically and to use electronic signatures and records in connection with services provided by the applicable Network group entities and, where applicable, their Partner Financial Institutions (as defined in Part H), which may include:

• Network Capital LLC;
• The Network Bank Ltd. Co.;
• The Network Labs Ltd. Co.;
• Network Pay LLC;
• Network Clearing LLC; and
• Partner Financial Institutions that provide, support, or settle banking, payment, ACH, wire, FBO, custody, sweep, card, or related services for your account through the platform.

Your affirmative consent permits Network group entities and Partner Financial Institutions to provide Covered Items electronically, enables you to sign and authorize records electronically through the platform, and allows Network group entities and Partner Financial Institutions to collect such electronic signatures. If you do not consent to electronic delivery, you will not be able to use platform services that require electronic communications.

2. Scope of Electronic Communications

Electronic communications (“Covered Items”) may include account agreements, terms and conditions, disclosures, privacy notices, statements, confirmations, tax documents (where legally permitted), fee schedules, notices of changes, security alerts, settlement notices, funds-transfer notices, collection or servicing communications, and other account or legal notices that Network group entities or Partner Financial Institutions are required or permitted to provide in writing.

Communications may be delivered by email, in-product messages, dashboard download, SMS (if you opt in), PDF or similar files, or other electronic channels associated with your account.

3. E-Sign Act and Similar Laws

You consent to electronic signatures and electronic records under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA) as adopted in applicable jurisdictions, and similar laws. Your electronic acceptance has the same legal effect as a handwritten signature.

4. Hardware and Software Requirements

To access and retain electronic communications, you generally need:

• A computer or mobile device with internet access;
• A current web browser or mobile application supported by the platform (cookies enabled; modern browsers that support current authentication methods recommended);
• A valid email address on file;
• The ability to view and retain Portable Document Format (PDF) files; and
• A printer, hard drive, or other storage device to retain copies.

You represent that you have the hardware, software, email address, and capacity described above. We may update these requirements. If you cannot meet them, you may be unable to open or maintain an account that depends on electronic delivery.

5. Paper Copies

You may request a paper copy of certain documents by contacting support. We may charge a reasonable fee for paper copies where permitted by law. Requesting paper copies does not withdraw your consent to electronic delivery for future communications unless you expressly withdraw consent as described below. We reserve the right to provide Covered Items in paper form at our discretion even if you have consented to electronic delivery (for example, system outage or suspected fraud).

6. Withdrawing Consent

You may withdraw this consent by contacting the support channel for your account. Withdrawal may result in account closure or restriction if we or a Partner Financial Institution cannot legally or operationally provide the services without electronic delivery. Withdrawal does not affect the legal effectiveness of electronic records or signatures provided before withdrawal.

7. Keeping Contact Information Current

You must keep your email address and other contact information current. Notices sent to the email or account channel on file are deemed received when sent, whether or not you read them. If we send an electronic Communication but you do not receive it because your email address is incorrect, out of date, or blocked, we will still be deemed to have provided the Communication to you.

8. Multiple Entities and Partner Financial Institutions

Because services may be provided by more than one Network group entity and by Partner Financial Institutions, this consent applies to electronic communications and signatures for each Network group entity whose terms you accept in the same onboarding or account flow (including Agent of Payee acceptance with Network Pay and Network Clearing) and for Partner Financial Institutions delivering services under Parts H and I.

9. Contact

Questions about electronic delivery may be directed to the support channel shown in your account or onboarding materials.

Part H — Partner and Licensed Financial Institution Service Provider Disclosure

1. Purpose

The Network group provides integrated technology, financial, payment, investment, cash management, and related services through its own affiliates and through third-party service providers. This disclosure explains that some services may be performed, supported, held, cleared, settled, executed, processed, issued, or otherwise provided by partners, including licensed financial institution service providers (“Partner Financial Institutions” or “Partners”), and by unaffiliated third-party financial institutions, service providers, and vendors.

Absorb model. For standard Partner Financial Institution banking, payment, ACH, wire, FBO settlement, funds-transfer, sweep, and related rails offered through the platform, the material customer-facing terms are incorporated into these Terms (including Part I) and the Network Bank Group Privacy Policy. You are not required to accept a separate Partner Bank or Partner Financial Institution funds-transfer agreement, privacy pack, or other partner clickwrap at onboarding for those standard rails.

This disclosure supplements your Network Bank Group primary customer terms and the Agent of Payee Services Agreement with Network Pay LLC and Network Clearing LLC.

2. Network Group Affiliates

Depending on your customer profile, location, and selected services, your relationships may include:

• Network Capital LLC — Primary relationship for U.S. customers (SEC-registered investment adviser)
• The Network Bank Ltd. Co. — Primary relationship for non-U.S. customers (banking / platform)
• The Network Labs Ltd. Co. — Brokerage and custody for eligible non-U.S. customers
• Network Pay LLC — Agent of payee for fiat payment collection (direct appointment via Agent of Payee Services Agreement)
• Network Clearing LLC — Agent of payee / MSB services (direct appointment via Agent of Payee Services Agreement; FinCEN MSB)

Every customer accepts the Agent of Payee Services Agreement appointing Network Pay and Network Clearing as agents of payee for merchant / payment-acceptance services. Other affiliates may support your experience as service providers without changing your primary account entity.

3. Partner Service Providers and Vendors

Services may be provided, supported, or made available through Partner Financial Institutions and vendors, which may include:

• Banks, program banks, and sponsor banks.
• Broker-dealers, custodians, investment infrastructure providers, cash sweep providers, and execution venues.
• Payment processors, money transmission providers, settlement providers, card networks, card issuers, and acquiring banks.
• Stablecoin, digital asset, wallet, custody, exchange, liquidity, or blockchain infrastructure providers.
• KYC, KYB, sanctions screening, fraud prevention, identity verification, compliance, data processing, cloud hosting, analytics, customer support, and communications providers.
• Other licensed or regulated financial institution service providers and unaffiliated vendors.

Partner availability may vary by country, customer type, product, account status, risk review, and legal or regulatory requirements. When a Partner Financial Institution is named in your account materials, dashboard, or a product-specific disclosure, that naming supplements — and does not replace — this Part H and Part I.

4. Direct vs. Service-Provider Relationships

Your use of the platform does not automatically create a direct retail relationship with every Partner Financial Institution involved in delivering a service.

For this product:

• Non-U.S. customers have a direct contractual relationship with The Network Bank Ltd. Co. (and The Network Labs Ltd. Co. where brokerage/custody applies).
• All customers have a direct Agent of Payee appointment with Network Pay LLC and Network Clearing LLC.
• Partner Financial Institutions typically act as disclosed service providers, correspondent banks, program banks, sponsor banks, custodians, or settlement banks supporting Network group entities. Where Part I applies, applicable Partner Financial Institutions are intended third-party beneficiaries of the customer authorizations, representations, indemnities, and limitations stated in Part I for the Bank Services described there.
• Your primary customer interface for Partner Financial Institution-supported funds-transfer and related Bank Services is the Network platform. The Network Bank Group and/or its affiliates (including Network Clearing or Network Pay, as applicable) act as program manager or service provider to the Partner Financial Institution with respect to those Bank Services.

5. Incorporated Partner Terms; Limited Specialty Exceptions

5.1 Standard rails — incorporated. By accepting these Terms, you agree to the Partner Financial Institution terms absorbed in this Part H and Part I for standard funds-transfer, ACH, wire, payment, FBO settlement, sweep support, and related bank rails offered through the platform. No separate Partner Financial Institution funds-transfer pack is presented or required at onboarding for those rails.

5.2 Specialty products — limited exception. Certain specialty products may still require product-specific terms when required by law or by an issuer/network (for example, a cardholder agreement for a branded card program). If such specialty terms are required, they will be clearly presented for that product only and will not re-open a general Partner Bank onboarding pack for standard rails.

5.3 Conflict. If there is a conflict between general platform terms and Part I for Partner Financial Institution Bank Services, Part I controls for those Bank Services to the extent permitted by law. If specialty product terms conflict with these Terms for that specialty product, the specialty terms control for that product to the extent stated and permitted by law.

6. Custody, Settlement, and Movement of Funds

Funds, securities, digital assets, stored value, payment obligations, or other assets may be held, swept, transmitted, settled, converted, cleared, or custodied by one or more Partner Financial Institutions or other partners. The legal protections, timing, reversibility, insurance status, ownership treatment, insolvency treatment, and complaint rights may differ depending on the product, partner, jurisdiction, and account structure. Part I describes the FBO / settlement and authorization framework for Partner Financial Institution funds-transfer services. Deposits held directly with The Network Bank Ltd. Co. remain subject to Part B and Legal Notices (including that such deposits are not FDIC insured).

7. Geographic Footprint and Privacy

Privacy practices differ by entity and geography. Non-U.S. Network Bank Group customers should review the Network Bank Group Privacy Policy, which covers sharing with Partner Financial Institutions. Do not assume one privacy policy covers every affiliate.

8. Availability and Changes

Partner relationships, service providers, supported jurisdictions, account features, limits, fees, settlement rails, and eligibility criteria may change. Material changes to absorbed Partner Financial Institution terms will be made by updating these Terms (or Part I) and providing notice as required by law. A change in named program bank or operational provider may be disclosed in account materials without requiring a separate partner clickwrap for standard rails.

9. Risks and Limitations

Use of partner-supported services may involve risks, including provider outages, delays, holds, reversals, or declined transactions; eligibility restrictions or account closures required by a partner; legal or regulatory changes; cross-border transfer limitations; settlement delays, chargebacks, returns, disputes, or failed payments; and custody, market, liquidity, counterparty, technology, cybersecurity, and operational risks.

Network group entities and Partner Financial Institutions do not guarantee that any partner-supported service will remain available, uninterrupted, or suitable for your particular purpose. Network Bank Group entities expressly disclaim liability for Partner Financial Institution or third-party service failures except to the extent required by law or expressly assumed in a written agreement.

10. Questions

Questions about which entity provides a service or which absorbed Partner terms apply should be directed to the support or contact channel provided in your account, onboarding flow, or service documentation.

Part I — Partner Financial Institution Funds Transfer and ACH Authorization

1. Scope and Parties

This Part I sets forth the terms that govern payment processing and funds-transfer services (“Bank Services”) made available through the Network platform and performed or supported by one or more unaffiliated Partner Financial Institutions (each, a “Bank” for purposes of this Part I). This Part I supplements — and does not replace — Part B (Bank Account Terms) for services provided directly by The Network Bank Ltd. Co. on its own books.

This Part I forms part of your agreement with The Network Bank Ltd. Co. (and The Network Labs Ltd. Co. where brokerage/custody services apply). Applicable Banks are intended third-party beneficiaries of the authorizations, representations, warranties, covenants, indemnities, and limitations in this Part I, and may enforce those provisions directly to the extent permitted by law. You are not required to enter into a separate Bank clickwrap for standard Bank Services covered by this Part I.

The Network Bank Group and/or its affiliates (including Network Clearing LLC or Network Pay LLC, as applicable to the rail) act as the Bank’s service provider and program manager with respect to the Bank Services. The Network platform is the primary means by which you interface with the Bank in connection with the Bank Services.

2. Definitions

For purposes of this Part I:

• “Funding Account” means a commercial-purpose deposit or funding account in your name (or from which you are authorized to originate payments) from which funds are debited to initiate or complete a Transaction, which may include your Network Bank account or a linked external account.
• “Settlement Account” means an FBO, custodial, omnibus, or similarly designated deposit account established and maintained by a Bank to receive funds and effect transfers on behalf of Network platform customers.
• “Recipient Account” means the deposit or wallet account into which a Transaction is credited.
• “Transaction” means a payment, transfer, return, reversal, or chargeback originated, received, processed, or executed by a Bank for you under this Part I.
• “Payment Network Rules” means the rules of applicable payment networks, including NACHA Operating Rules, Fedwire operating circulars, SWIFT rules, SEPA rulebooks, card-network rules, and similar rulebooks, as amended.

3. Commercial Purpose; Consumer Transfer Rules

You acknowledge and agree that:

1. Bank Services under this Part I are offered for business, commercial, or other non-consumer purposes consistent with your Network Bank Group eligibility;
2. You will not submit payment requests primarily for personal, family, or household purposes through these Partner Financial Institution Bank Services unless a consumer product is expressly offered under separate consumer disclosures; and
3. Where U.S. Partner Financial Institution rails are used, fund transfers under this Part I are generally not subject to Regulation E consumer error-resolution procedures, and you will not submit a payment request that would be a “remittance transfer” as defined under Regulation E unless a remittance product is expressly offered with required disclosures.

4. Authorization

By using Bank Services, you authorize:

1. The Network Bank Group and its applicable affiliates to act as your agent and third-party sender (or to coordinate with a Bank that so acts) to initiate, process, and execute payment orders, wire transfers, ACH transactions, and other payment instructions you submit through the platform;
2. The Bank to originate electronic fund transfers from the Funding Account to the Settlement Account, and from the Settlement Account to the Recipient Account, by ACH, wire, or other method determined by the Bank; and
3. The Network Bank Group and its affiliates to transmit payment instructions and related information to Partner Financial Institutions to effectuate Transactions on your behalf.

The Bank and the Network Bank Group are entitled to rely on payment requests and associated information you communicate through the platform. All payment instructions are subject to verification, AML and sanctions review, Payment Network Rules, and applicable transaction limits.

5. Settlement Account; Beneficial Ownership

When funds are deposited into a Settlement Account in connection with a Transaction, the Bank holds such funds as custodian or in an FBO / omnibus structure for the benefit of you and other customers, and you are the beneficial owner of your funds as reflected in the Bank’s or Network’s records. You do not own or control the Settlement Account itself and are not entitled to interest on funds maintained in the Settlement Account unless expressly stated in product materials. Deposit-insurance eligibility, if any, depends on account structure, titling, records, and applicable law, and will be disclosed when a named program bank and insurance status apply. This Section does not alter the Legal Notices regarding deposits held directly with The Network Bank Ltd. Co.

6. Representations and Warranties to Bank

Each time you request a payment or transfer through the platform that uses Partner Financial Institution Bank Services, you represent and warrant to the Network Bank Group and to the applicable Bank that:

1. You have all necessary authorizations to originate the payment to the identified Recipient, in the amount and on the date submitted, and authorization has not been revoked;
2. The payment complies with applicable law and Payment Network Rules;
3. The payment is not to a Recipient identified on applicable sanctions lists and does not otherwise violate economic sanctions laws;
4. Neither you nor the Recipient is engaged in a prohibited business under the Network Bank Group’s or the Bank’s prohibited-use policies;
5. Any payment to a Recipient outside your or the Bank’s supported jurisdictions complies with applicable law in the receiving country; and
6. You will promptly notify the Network Bank Group of any change that would make these representations inaccurate.

You also make to the Bank all representations and warranties you make to the Network Bank Group under these Terms that relate to identity, authority, compliance, and use of the services.

7. Sufficient Funds; Rejection; Errors

You agree to maintain sufficient funds in the applicable Funding Account (or platform balance) to satisfy payments you initiate and amounts owed for returns, reversals, fees, and expenses. The Bank or the Network Bank Group may reject, suspend, delay, or refuse any payment request that appears non-compliant, fraudulent, unauthorized, insufficiently funded, above limits, or likely to be returned, or that could expose the Network Bank Group or the Bank to loss.

Neither the Network Bank Group nor the Bank is obligated to discover errors you make, including incorrect Recipient name or account details, incorrect amounts, incorrect dates, or duplicate requests. If Recipient Account information contains a name that does not match the name of the accountholder for the account number at the Recipient’s institution, that institution may credit based on the account number only. You are not entitled to a refund, and the Network Bank Group and the Bank are not liable, for losses from such mismatches, except to the extent caused by their gross negligence or willful misconduct.

You generally may not cancel, amend, or reverse a payment after initiation. Successful cancellation or reversal in one case does not create an obligation to do so in future cases.

For unauthorized ACH transfers initiated through Partner Financial Institution rails under this Part I, notify us as soon as possible and no later than two (2) business days after the transaction was processed so that a return can be pursued under applicable NACHA rules for business entries. For other errors, contact us as soon as you become aware — ideally the same day. If you become aware of or suspect fraudulent access or activity, notify us within twenty-four (24) hours.

8. Returns and Recovery

If a transfer from the Funding Account to the Settlement Account is returned or reversed, the Bank may attempt to recover funds transferred to the Recipient Account and may pursue remedies available under Payment Network Rules or applicable law. You authorize such recovery efforts and agree to provide reasonable assistance, including assignment or subrogation of claims against the Recipient where reasonably requested and not materially prejudicial to an ongoing business relationship, provided the Bank or the Network Bank Group bears pursuit costs and indemnifies you for liability arising from their pursuit except to the extent caused by your breach, fraud, or willful misconduct.

9. Information Sharing and Reliance

Information you provide to the Network Bank Group or its affiliates (through the platform or otherwise) may be shared with Partner Financial Institutions and may be relied on by them to provide Bank Services, comply with law, or respond to valid legal process. If a provision of this Part I is conditioned on the Bank’s belief or suspicion, that condition is satisfied if the Network Bank Group or its applicable affiliate has such belief or suspicion. The Bank may delegate to the Network Bank Group or its affiliates authority to exercise discretion the Bank is permitted to exercise under this Part I or applicable law.

10. Security Program

You shall maintain administrative, technical, and physical safeguards appropriate to your use of the platform that protect the confidentiality and integrity of credentials and protected information used in connection with Transactions, protect against unauthorized access or use, and meet or exceed requirements under applicable law and Payment Network Rules.

11. Indemnification

You will defend, indemnify, and hold harmless the Network Bank Group, its affiliates, and each applicable Bank (and their directors, officers, employees, agents, and permitted assigns) from third-party claims, losses, judgments, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from: (i) your breach of these Terms or this Part I; (ii) your failure to comply with applicable law or Payment Network Rules; (iii) insufficient funds; (iv) Transactions executed in accordance with your instructions; (v) your relationship with a Recipient; (vi) your fraud, gross negligence, or willful misconduct; (vii) acts or omissions of your service providers; or (viii) acts or omissions that cause the Network Bank Group or a Bank to fail to comply with applicable law. You shall also reimburse costs arising from duplicate payment instructions or from effecting your cancellation or amendment requests.

12. Records; Notice of Errors to Bank

Any obligation of a Bank to provide Transaction information may be satisfied by the Network Bank Group making that information available via the platform. You must notify the Network Bank Group of any improper or erroneous payment or discrepancy within thirty (30) days after the Transaction information is made available to you. Notices after that period may be investigated at discretion, but you may be barred from bringing claims against the Bank or the Network Bank Group with respect to that Transaction to the extent permitted by law.

13. Suspension and Termination

Bank Services may suspend or terminate immediately upon suspension or termination of your Network Bank Group account or platform access, or if required by a Bank, regulator, Payment Network Rules, law, risk policy, or material breach (including failure to maintain sufficient funds). A Bank may also suspend or terminate Bank Services if its relationship with the Network Bank Group or the applicable affiliate ends. Prior obligations survive termination.

14. Disclaimer

PARTNER FINANCIAL INSTITUTION BANK SERVICES UNDER THIS PART I ARE PROVIDED THROUGH UNAFFILIATED BANKS OR LICENSED PROVIDERS AS DESCRIBED IN THESE TERMS. Except as required by law, Network Bank Group entities disclaim liability for Partner Financial Institution failures, Payment Network delays, or blockchain or third-party rail failures.

15. Survival

Sections 3, 6, 8, 9, 10, 11, 12, 14, and this Section 15 survive termination of Bank Services or your account relationship, together with any other provisions that by their nature should survive.