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 management or advisory services (if applicable)
• 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

‍