PART I: INTRODUCTION AND GENERAL PROVISIONS

1. Agreement Structure and Scope

1.1 Parties and Agreement

These Money Services Business Terms and Conditions (the “MSB Terms”) govern your relationship with Network Clearing LLC (the “Clearing,” “we,” “us,” or “our”), a Montana Limited Liability Company and federally registered Money Services Business (MSB), regarding the provision of money transmission, digital asset custody and conversion, merchant acquiring, payment card services, foreign currency exchange, and funds transfer services.

These MSB 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 Network Clearing LLC.

1.2 Corporate Relationship

Network Clearing LLC is affiliated with:

• The Network Labs Ltd. Co. (“Labs”) - providing brokerage and custody services

• The Network Bank Ltd. Co. (“Bank”) - providing banking services

While we may coordinate services with Labs and Bank (collectively, “Affiliates”), we are a separate legal entity with separate regulatory requirements. These MSB Terms govern only your relationship with Network Clearing LLC.

For services provided by our Affiliates, please refer to:

• Brokerage/Custodian Terms and Conditions (for Labs services)

• Bank Account Terms and Conditions (for Bank services)

1.3 Precedence

In the event of any conflict between these MSB Terms and the Master Terms, these MSB Terms shall prevail with respect to money services business operations.

1.4 Service Agreement and Acceptance by Use

By opening an account or utilizing any of our services, you agree to be bound by these MSB Terms, the Master Terms, and all applicable policies and amendments thereto. Your continued use of our services constitutes ongoing acceptance of these terms as they may be amended from time to time.

Acceptance by Use: By accessing, browsing, or using Network Clearing LLC’s Platform or services in any manner, you acknowledge that you have read, understood, and agree to be bound by these MSB Terms. If you do not agree with any provision of these terms, you must immediately cease all use of our services and Platform.

1.5 Regulatory Status

Network Clearing LLC is:

• Registered with FinCEN as a Money Services Business (MSB Registration Number: [To Be Assigned])

• Organized under the laws of the State of Montana

• Subject to the Bank Secrecy Act (BSA), USA PATRIOT Act, and related federal regulations

• Committed to compliance with all applicable federal and state money transmission laws

Important Notice: Montana does not require state-level money transmitter licensing for businesses operating solely within Montana. However, our services may be provided through partnerships with regulated affiliates and Partner Financial Institutions licensed in various jurisdictions to serve non-US residents globally.

1.6 Target Market

Our services are primarily designed for and marketed to non-US residents. We do not actively solicit US persons as clients. If you are a US person, additional restrictions and requirements may apply, and certain services may not be available to you.

1.7 Amendment Rights

We reserve the right to amend these MSB Terms at any time. We will provide notice of material changes through:

• Email notification to your registered email address

• Posting on our Platform

• In-app notifications

Your continued use of our services after the effective date of any amendment constitutes your acceptance of the amended terms. If you do not agree to the amendments, you must cease using our services and close your account.

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2. Definitions

For purposes of these MSB Terms:

• “Account” means your money services account with Network Clearing LLC.

• “ACH” means Automated Clearing House, the electronic funds transfer system in the United States.

• “AML” means Anti-Money Laundering, referring to laws, regulations, and procedures designed to prevent money laundering and terrorist financing.

• “BSA” means the Bank Secrecy Act, a federal law requiring financial institutions to assist government agencies in detecting and preventing money laundering.

• “Beneficial Owner” means any individual who directly or indirectly owns 25% or more of the equity interests of a legal entity customer, or an individual with significant responsibility to control, manage, or direct a legal entity customer.

• “Convertible Virtual Currency” or “CVC” means digital currency that has an equivalent value in fiat currency or acts as a substitute for fiat currency (e.g., Bitcoin, Ethereum).

• “Crypto-Asset” or “Digital Asset” means any digital currency, cryptocurrency, stablecoin, digital token, utility token, security token, non-fungible token (NFT), or other digital representation of value that is transferable and storable using distributed ledger technology or blockchain technology.

• “CDD” means Customer Due Diligence, the process of identifying and verifying customer identity and assessing risk.

• “CIP” means Customer Identification Program, procedures for verifying the identity of customers opening accounts.

• “EDD” means Enhanced Due Diligence, additional scrutiny applied to higher-risk customers or transactions.

• “Fiat Currency” or “Fiat” means government-issued currency such as USD, EUR, GBP, or other national currencies that is not backed by a physical commodity but by the government that issued it.

• “FinCEN” means the Financial Crimes Enforcement Network, a bureau of the United States Department of the Treasury responsible for collecting and analyzing financial transaction information.

• “Funds Transfer” means the movement of funds from one account to another, whether domestically or internationally, through wire transfer, ACH, SWIFT, SEPA, or other payment rails.

• “IVTS” means Informal Value Transfer System, any system or network of people facilitating the transfer of value outside traditional banking channels.

• “KYC” means Know Your Customer, processes for verifying customer identity and assessing the purpose and intended nature of the business relationship.

• “Merchant” means a business that accepts payments through our merchant acquiring services.

• “Money Transmission” means the acceptance of currency, funds, or other value that substitutes for currency from one person and the transmission of currency, funds, or other value to another location or person by any means.

• “Partner Financial Institution” or “Partner FI” means a regulated bank, payment institution, electronic money institution, or other financial services provider with which we maintain a relationship to provide certain services (such as virtual USD accounts, card issuance, or payment processing).

• “Payment Card” means a prepaid card, debit card, or other payment card issued through our services in partnership with licensed card issuers.

• “Platform” means our website, mobile applications, APIs, and other technology platforms through which you access our services.

• “SAR” means Suspicious Activity Report, a report filed with FinCEN to report known or suspected violations of law or suspicious activity.

• “SEPA” means Single Euro Payments Area, a payment integration initiative of the European Union for simplification of euro bank transfers.

• “Stablecoin” means a type of Digital Asset designed to maintain a stable value relative to a specified asset, typically a fiat currency such as USD.

• “SWIFT” means Society for Worldwide Interbank Financial Telecommunication, a messaging network that financial institutions use to securely transmit information and instructions for financial transactions.

• “Transaction” means any deposit, withdrawal, transfer, exchange, purchase, sale, or other movement or conversion of funds or Digital Assets.

• “Virtual Currency” means a medium of exchange that operates like a currency in some environments but does not have all the attributes of real currency, including legal tender status.

• “Virtual USD Account” means a USD-denominated account provided through our partnership with a Partner Financial Institution, allowing you to hold, receive, and send USD funds.

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3. Services Overview

Network Clearing LLC provides the following money services business services:

3.1 Virtual USD Accounts

We facilitate access to USD-denominated accounts through partnerships with Partner Financial Institutions. These accounts allow you to:

• Hold USD funds

• Receive USD payments from third parties

• Send USD payments to third parties

• Convert between USD and Digital Assets

• Access USD funds for merchant settlement

Important: Virtual USD Accounts are provided by our Partner Financial Institutions, not directly by Network Clearing LLC. Funds held in Virtual USD Accounts are held by the Partner FI under their terms and regulatory oversight. We act as an introducer and service coordinator.

3.2 Digital Asset Custody and Conversion

We provide custody services for Digital Assets and facilitate conversion between Digital Assets and Fiat Currency:

• Secure storage of Digital Assets (cold storage, hot wallet, warm wallet solutions)

• Digital Asset receiving and sending

• Conversion between supported Digital Assets

• Conversion between Digital Assets and Fiat Currency

• Integration with our Virtual USD Accounts for seamless on-ramp/off-ramp

• Stablecoin services (custody, conversion, redemption)

Our Digital Asset custody services may be provided directly by Network Clearing LLC or through our Affiliate (Labs) depending on the nature of the assets and regulatory requirements.

3.3 Merchant Acquiring and Settlement

We provide merchant acquiring services allowing businesses to accept payments:

• Payment acceptance (card payments, digital payments, cryptocurrency payments)

• Transaction processing and authorization

• Settlement of funds to merchant accounts

• Chargeback management

• Fraud prevention and monitoring

• Multi-currency support

• Integration with Virtual USD Accounts or bank accounts

Important: Merchants must enter into a separate Merchant Services Agreement detailing specific terms, fees, settlement schedules, and compliance requirements.

3.4 Payment Cards (Prepaid Payment Cards)

We facilitate the issuance of prepaid payment cards through partnerships with licensed card issuers and card networks:

• Prepaid debit cards (Visa, Mastercard, or other networks)

• Virtual cards for online payments

• Physical cards for point-of-sale transactions

• Card funding through Virtual USD Accounts or Digital Asset conversion

• Card management (activation, limits, freezing, replacement)

• ATM withdrawal capabilities (where supported)

Important: Payment Cards are issued by our Partner Financial Institutions, not directly by Network Clearing LLC. Card issuance and use are subject to the card issuer’s terms and the applicable card network rules.

3.5 Foreign Currency Exchange

We provide foreign exchange services allowing you to:

• Convert between supported Fiat Currencies

• Access competitive exchange rates

• Settle cross-border transactions

• Hedge currency exposure

• Access spot and forward foreign exchange transactions

Currency exchange services are provided directly by Network Clearing LLC or through partnerships with licensed foreign exchange providers.

3.6 Domestic and International Funds Transfer

We facilitate funds transfers domestically and internationally:

• Domestic transfers: ACH, wire transfer, real-time payment systems

• International transfers: SWIFT, SEPA, correspondent banking, alternative remittance channels

• Digital Asset transfers: Blockchain-based transfers for supported assets

• Hybrid transfers: Fiat-to-Digital Asset or Digital Asset-to-Fiat conversions combined with transfers

Funds transfer services may be provided directly or through Partner Financial Institutions depending on the destination, currency, and payment method.

3.7 Service Delivery Models

Services may be provided through one or more of the following models:

• Direct Provision: Services provided directly by Network Clearing LLC under our MSB registration

• Affiliate Partnership: Services provided through our regulated Affiliates (Labs, Bank) under their respective licenses

• Partner FI Arrangement: Services provided through non-affiliated Partner Financial Institutions under their licenses, with Network Clearing LLC acting as introducer, coordinator, or agent

The specific service delivery model for each transaction will be transparent to you through disclosures, statements, and transaction confirmations.

3.8 Service Availability

Service availability may vary based on:

• Your jurisdiction and residency

• Applicable regulatory restrictions

• Your account type and verification level

• Transaction size and nature

• Available partnerships and service provider capacity

• Operational and technical constraints

We reserve the right to modify, suspend, or discontinue any service at any time with or without notice, subject to applicable legal requirements.

3.9 Service Availability and Uptime

We strive to provide 99.9% Platform uptime on an annual basis. However, we do not guarantee uninterrupted, error-free, or secure access to our services. Service may be temporarily unavailable due to: - Scheduled maintenance (advance notice provided when practicable) - Emergency maintenance or system upgrades - Third-party service provider outages - Force majeure events - Cyber-attacks, DDoS attacks, or security incidents - Blockchain network congestion or failures

We will use commercially reasonable efforts to minimize service disruptions and provide advance notice of scheduled maintenance via email and Platform notifications where practicable.

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4. Eligibility and Account Opening

4.1 Eligibility Requirements

To use our services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher)

• Have full legal capacity to enter into binding agreements

• Not be a resident of any jurisdiction where our services are prohibited

• Not be listed on any sanctions list (OFAC, UN, EU, or other applicable sanctions)

• Not be engaged in any prohibited business activities (as defined in Section 4.7)

• Provide accurate, current, and complete information during the application process

• Comply with all applicable laws in your jurisdiction

4.2 Account Types

We offer the following account types:

4.2.1 Personal Accounts

• Individual accounts (sole ownership)

• Available to natural persons meeting eligibility criteria

• Suitable for personal financial management, payments, investments

4.2.2 Business Accounts

• Corporate accounts (corporations, LLCs, and similar entities)

• Partnership accounts (general partnerships, limited partnerships)

• Trust accounts (family trusts, discretionary trusts, testamentary trusts)

• Foundation accounts (private foundations, charitable foundations)

• Other entity accounts (unincorporated associations, estates, etc.)

Business accounts require:

• Proof of legal formation and good standing

• Identification of beneficial owners (25% or greater ownership)

• Identification of authorized signatories and controllers

• Business purpose and expected activity documentation

4.3 Account Opening Process

4.3.1 Application Submission

To open an account:

1. Complete our online account application form

2. Select your desired services

3. Provide all requested information and documentation

4. Agree to these MSB Terms and all applicable policies

5. Submit your application for review

4.3.2 Customer Identification Program (CIP)

We will verify your identity using our Customer Identification Program, which requires:

For Individual Accounts:

• Full legal name

• Date of birth

• Residential address

• Government-issued identification document (passport, national ID, driver’s license)

• Proof of address (utility bill, bank statement, government document less than 3 months old)

• Selfie or biometric verification (if required)

• Video verification (if required for higher-risk customers)

• Tax identification number or equivalent (if applicable)

For Business Accounts:

• Legal entity name and type

• Business registration number and jurisdiction of incorporation

• Certificate of incorporation or equivalent formation documents

• Operating agreement, bylaws, trust deed, or equivalent governance documents

• Business address (registered office and principal place of business)

• Register of directors and officers

• Register of shareholders and beneficial owners (25% or greater ownership)

• Identification documents for all beneficial owners

• Identification documents for all authorized signatories

• Business licenses (if applicable)

• Tax identification number (EIN, VAT number, or equivalent)

4.3.3 Customer Due Diligence (CDD)

As part of our onboarding process, we conduct risk-based Customer Due Diligence:

• Source of funds inquiry: Documentation showing the origin of funds to be deposited

• Source of wealth assessment: Information about how your wealth was accumulated

• Purpose of account: Intended use of the account and expected transaction types

• Expected account activity: Estimated transaction volume, frequency, and amounts

• Business activities: Nature of your business and industry (for business accounts)

• Geographic risk assessment: Evaluation of jurisdictions involved in your transactions

4.3.4 Enhanced Due Diligence (EDD)

For higher-risk customers, we may require Enhanced Due Diligence:

• Additional documentation regarding source of funds and wealth

• Independent verification of information provided

• Adverse media screening and ongoing monitoring

• Senior management approval for account opening

• More frequent periodic reviews

• Lower transaction limits pending satisfactory verification

Higher-risk customers may include:

• Non-resident aliens (NRAs) without strong nexus to jurisdiction of incorporation

• Politically Exposed Persons (PEPs), their family members, and close associates

• Customers from high-risk jurisdictions (as designated by FATF, FinCEN, or our internal risk assessment)

• Customers engaged in high-risk industries (money services, casinos, precious metals dealers, virtual currency businesses, etc.)

• Customers with complex ownership structures

• Customers expecting high-volume or high-value transactions

4.3.5 Beneficial Ownership Identification

For business accounts, we must identify and verify the identity of:

• Beneficial Owners: Each individual who, directly or indirectly, owns 25% or more of the equity interests of the entity

• Control Person: A single individual with significant responsibility to control, manage, or direct the entity

We may require certification of beneficial ownership using FinCEN Form 314(a) procedures or equivalent documentation.

4.3.6 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

• Account approval does not guarantee availability of all services

• We may impose transaction limits or restrictions based on our risk assessment

• Account opening may take 1-10 business days depending on complexity and risk profile

4.4 Account Information Maintenance

You agree to:

• Provide accurate, current, and complete information at all times

• Update information promptly when it changes (within 30 days of any change)

• Notify us immediately of:

– Changes in ownership, control, or beneficial ownership

– Changes in authorized signatories

– Changes in residency, citizenship, or tax status

– Changes in business activities or expected transaction patterns

– Any legal proceedings, insolvency, bankruptcy, or regulatory actions affecting you

– Any material adverse events affecting your financial condition

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

4.5 Authorized Signatories and Users

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

• Give instructions on the account

• Execute transactions

• Access account information

• Bind the entity in relation to the account

You may designate multiple users with varying permission levels:

• Administrator: Full access and control

• Transaction authority: Ability to initiate and approve transactions

• View-only: Read-only access to account information

You agree to:

• Notify us immediately of any changes to authorized signatories or users

• Ensure all authorized persons comply with these MSB Terms

• Be responsible for all actions taken by authorized persons

• Implement appropriate internal controls for authorization and oversight

4.6 Politically Exposed Persons (PEPs)

If you are a Politically Exposed Person (PEP), or a family member or close associate of a PEP, you must disclose this during account opening.

A PEP is an individual who is or has been entrusted with a prominent public function, including:

• Heads of state or government

• Senior politicians and government officials

• Senior judicial or military officials

• Senior executives of state-owned corporations

• Senior political party officials

Family members include spouses, parents, siblings, children, and spouses of children.

Close associates include individuals known to have joint beneficial ownership of legal entities or business relationships with a PEP, or individuals with sole beneficial ownership of legal entities known to be set up for the benefit of a PEP.

PEP accounts are subject to Enhanced Due Diligence and senior management approval.

4.7 Prohibited Customers and Activities

We do not provide services to:

• Individuals or entities located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions (e.g., Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, Donetsk and Luhansk regions of Ukraine)

• Individuals or entities listed on OFAC’s Specially Designated Nationals (SDN) List, or other applicable sanctions lists

• Individuals or entities engaged in the following Prohibited Businesses:

– Unlicensed money services businesses or money transmitters

– Unlicensed securities or commodities trading

– Gambling or online casinos (unless licensed and approved)

– Adult content or escort services

– Sale of controlled substances or drug paraphernalia

– Sale of weapons, ammunition, or explosives (unless licensed)

– Counterfeit goods or intellectual property violations

– Pyramid schemes, multi-level marketing, or Ponzi schemes

– Ransomware, hacking services, or cybercriminal services

– Terrorist organizations or activities

– Human trafficking or exploitation

– Unlicensed cryptocurrency exchanges or ICOs offering unregistered securities

– Anonymity-enhanced cryptocurrencies or mixing/tumbling services (unless approved)

– Shell banks

– Unlicensed credit repair or debt collection services

We reserve the right to refuse service to any customer or terminate any account involved in prohibited activities.

4.8 Multi-Currency and Multi-Service Accounts

Your account may support:

• Multiple fiat currencies (USD, EUR, GBP, and others as supported)

• Multiple Digital Assets (Bitcoin, Ethereum, stablecoins, and others as supported)

• Multiple services (custody, payments, cards, exchange, transfer)

Each currency and asset is tracked separately in your account, and you can view balances and transaction history for each.

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5. Virtual USD Accounts and Partner Financial Institutions

5.1 Nature of Virtual USD Accounts

Virtual USD Accounts are USD-denominated accounts provided through our partnerships with Partner Financial Institutions. When you open a Virtual USD Account through our Platform:

• Network Clearing LLC acts as an introducer and service coordinator

• The actual account is opened and held with our Partner Financial Institution

• The Partner FI holds legal custody of your USD funds

• The Partner FI is responsible for safeguarding your funds under applicable banking regulations

• Network Clearing LLC provides technology, customer support, and integrated services

5.2 Partner Financial Institution Arrangements

We maintain relationships with one or more Partner Financial Institutions, which may include:

• FDIC-insured banks (for US-based USD accounts)

• Non-US banks and payment institutions (for non-US resident accounts)

• Electronic money institutions (EMIs) licensed in the EU/EEA or UK

• Licensed payment service providers in various jurisdictions

The specific Partner FI for your Virtual USD Account depends on:

• Your country of residence

• Regulatory requirements in your jurisdiction

• Service availability and capacity

• Transaction types and volumes

5.3 Account Opening with Partner FIs

When you apply for a Virtual USD Account:

• You authorize Network Clearing LLC to share your KYC information with the Partner FI

• You consent to the Partner FI’s own terms and conditions governing the USD account

• You understand that the Partner FI has final approval authority for account opening

• The Partner FI may conduct its own KYC, AML, and compliance procedures

We will provide you with clear disclosure of:

• The identity of the Partner FI holding your funds

• The applicable deposit protection scheme (if any)

• The Partner FI’s regulatory status and license

• Links to the Partner FI’s terms and conditions

5.4 Segregation and Protection of Funds

• USD funds held in Virtual USD Accounts are segregated from Network Clearing LLC’s proprietary funds

• USD funds are held in custodial or client money accounts at the Partner FI

• Network Clearing LLC does not commingle client funds with operational funds

• In the event of Network Clearing LLC’s insolvency, your USD funds held at the Partner FI should not be subject to claims by our creditors

Deposit Insurance (if applicable):

• If the Partner FI is an FDIC-insured bank, your USD deposits may be insured up to $250,000 per depositor, per ownership category, subject to FDIC rules

• If the Partner FI is an EU/EEA EMI, your funds may be protected under EU E-Money Directive safeguarding requirements

• If the Partner FI is in another jurisdiction, different protection schemes may apply

Important: Network Clearing LLC itself is not a bank and does not provide deposit insurance. Any deposit insurance is provided by the Partner FI, subject to applicable limits and conditions.

5.5 Use of Virtual USD Accounts

You may use your Virtual USD Account to:

• Receive USD payments from third parties (wire transfer, ACH, SEPA-to-USD conversion, SWIFT)

• Send USD payments to third parties

• Convert Digital Assets to USD (off-ramp)

• Convert USD to Digital Assets (on-ramp)

• Fund prepaid payment cards

• Receive merchant settlement proceeds

• Hold USD balances for future use

5.6 Funding Your Virtual USD Account

You may fund your Virtual USD Account by:

• Wire transfer from another bank account in your name

• ACH transfer from a linked US bank account (if available)

• SEPA transfer from a European bank account (with currency conversion)

• Transfer from another Network Clearing LLC account

• Conversion of Digital Assets to USD

• Receipt of merchant settlement proceeds

• Receipt of third-party payments

5.7 Withdrawing from Your Virtual USD Account

You may withdraw funds from your Virtual USD Account by:

• Wire transfer to a bank account in your name

• ACH transfer to a linked US bank account (if available)

• SEPA transfer to a European bank account (with currency conversion)

• Conversion to Digital Assets (on-ramp to crypto)

• Payment card funding

• Bill payments or third-party payments

5.8 Account Statements and Reporting

• You will receive monthly account statements for your Virtual USD Account

• Statements show all deposits, withdrawals, transfers, and fees

• Statements are accessible through the Platform

• You may download statements in PDF or CSV format

• Statements comply with applicable financial recordkeeping requirements

5.9 Limitations and Restrictions

Virtual USD Accounts may be subject to:

• Minimum and maximum balance requirements

• Transaction limits (daily, weekly, monthly)

• Restrictions on counterparties or jurisdictions

• Holds or reserves for pending transactions

• Restrictions based on your verification level or risk profile

We will disclose applicable limits and restrictions in your account dashboard or through notifications.

5.10 Partner FI Changes

We reserve the right to:

• Change Partner Financial Institutions at any time

• Migrate your Virtual USD Account to a different Partner FI

• Add or remove Partner FIs from our network

In the event of a Partner FI change:

• We will provide advance notice (at least 30 days, where practicable)

• You will be provided with information about the new Partner FI

• You may be required to consent to the new Partner FI’s terms

• You may choose to withdraw your funds and close your account if you do not accept the change

5.11 Partner FI Insolvency

In the unlikely event of Partner FI insolvency:

• Your USD funds should be protected under applicable client money protection or deposit insurance schemes

• Network Clearing LLC will assist with claims and recovery processes

• Recovery timelines and amounts depend on the Partner FI’s jurisdiction and applicable protection schemes

• Network Clearing LLC is not liable for losses resulting from Partner FI insolvency beyond amounts recovered through available protection schemes

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[Document continues with remaining sections…]

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[To be continued with sections 6-24 covering:]

• 6. Digital Asset Custody and Conversion Services

• 7. Merchant Acquiring and Settlement Services

• 8. Prepaid Payment Card Services

• 9. Foreign Currency Exchange Services

• 10. Domestic and International Funds Transfer Services

• 11. Transaction Processing and Confirmation

• 12. Fees, Charges, and Exchange Rates

• 13. Security and Fraud Prevention

• 14. Anti-Money Laundering and Compliance

• 15. Transaction Monitoring and Reporting

• 16. OFAC and Sanctions Compliance

• 17. Customer Obligations and Prohibited Activities

• 18. Risk Disclosures

• 19. Statements, Records, and Recordkeeping

• 20. Account Restrictions, Suspension, and Closure

• 21. Liability, Disclaimers, and Indemnification

• 22. Dispute Resolution and Governing Law

• 23. Data and Privacy

• 24. General Provisions

• 25. Acknowledgment

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NETWORK CLEARING LLC - MSB TERMS (Continuation)

6. Digital Asset Custody and Conversion Services

6.1 Scope of Digital Asset Services

Network Clearing LLC provides Digital Asset custody and conversion services either directly or through our Affiliate (Labs), including: - Custody and safekeeping of supported Digital Assets - Digital Asset transfers (deposits and withdrawals) - Conversion between Digital Assets
- Conversion between Digital Assets and Fiat Currency - Stablecoin services - Integration with blockchain networks

6.2 Supported Digital Assets

We support custody and transactions for selected Digital Assets, which may include: - Bitcoin (BTC) and Bitcoin-based assets - Ethereum (ETH) and ERC-20 tokens - Stablecoins (USDT, USDC, DAI, BUSD, and others) - Major cryptocurrencies (LTC, BCH, XRP, and others as approved) - Selected altcoins and tokens subject to our listing criteria

The list of supported Digital Assets is subject to change. We may add or remove support for Digital Assets based on: - Regulatory considerations - Technical feasibility and security - Market demand and liquidity - Compliance with applicable laws - Business and risk management considerations

6.3 Digital Asset Custody Models

6.3.1 Omnibus Custody

By default, Digital Assets are held in omnibus custody arrangements: - Client Digital Assets are pooled in collective wallets/addresses - Beneficial ownership is tracked in our internal ledgers - You do not receive dedicated blockchain addresses - This model provides cost efficiency and operational flexibility

6.3.2 Segregated Custody (If Offered)

For certain high-value accounts or premium service tiers, we may offer segregated custody: - Dedicated blockchain addresses assigned to your account - Enhanced control and transparency on-chain - Higher fees may apply - Subject to minimum balance requirements

6.4 Storage and Security

6.4.1 Cold Storage

The majority of client Digital Assets (typically 95% or more) are held in cold storage: - Private keys stored offline in secure, geographically distributed locations - Multi-signature technology requiring multiple approvals for transactions - Hardware security modules (HSMs) for key management - Bank-grade physical security (vaults, safes, access controls) - Disaster recovery and business continuity procedures

6.4.2 Hot Wallets

A small portion of Digital Assets (typically 5% or less) are held in hot wallets for operational liquidity: - Connected to the internet for faster transaction processing - Enhanced cybersecurity controls (firewalls, intrusion detection, encryption) - Daily reconciliation and monitoring - Insurance coverage for hot wallet holdings (where available)

6.4.3 Warm Wallets

For certain assets, we may use warm wallet configurations: - Hybrid approach with heightened security but faster access than cold storage - Suitable for medium-frequency transactions - Multi-signature requirements with HSM integration

6.5 Blockchain Network Selection

For Digital Assets that exist on multiple blockchain networks (e.g., USDT on Ethereum, Tron, Binance Smart Chain), you must specify the network when: - Depositing Digital Assets (provide us the correct deposit address for the network) - Withdrawing Digital Assets (ensure recipient supports the selected network) - Converting Digital Assets (we may automatically select the most liquid network)

Warning: Sending Digital Assets to an address on an incompatible network may result in permanent loss of funds. Network Clearing LLC is not liable for losses resulting from incorrect network selection by you.

6.6 Digital Asset Deposits

To deposit Digital Assets: 1. Navigate to your account dashboard and select “Deposit” 2. Choose the Digital Asset and blockchain network 3. Generate or view your deposit address 4. Send Digital Assets from your external wallet to the provided address 5. Wait for network confirmations

Confirmation Requirements: - Bitcoin: 3 confirmations (approximately 30 minutes) - Ethereum: 12 confirmations (approximately 3 minutes) - Other networks: As specified in the Platform

We will not credit your account until required confirmations are received. We reserve the right to adjust confirmation requirements based on network conditions and security considerations.

6.7 Digital Asset Withdrawals

To withdraw Digital Assets: 1. Navigate to your account dashboard and select “Withdraw” 2. Choose the Digital Asset and blockchain network 3. Enter the recipient address and amount 4. Confirm the transaction (may require 2FA, email confirmation, or security code) 5. We will process the withdrawal subject to security checks and available liquidity

Withdrawal Processing: - Withdrawals are typically processed within 1-24 hours - Large withdrawals may require additional security review (up to 48-72 hours) - Withdrawals may be subject to daily, weekly, or monthly limits - We reserve the right to reject withdrawal requests that fail security screening

Withdrawal Fees: - Network fees (gas fees, miner fees) are passed through to you - We may charge an additional service fee for withdrawals - Fee schedules are published in the Fee Schedule and on the Platform

6.8 Digital Asset to Fiat Conversion (Off-Ramp)

You may convert supported Digital Assets to Fiat Currency (primarily USD): 1. Select the Digital Asset and amount to convert 2. Review the exchange rate and fees 3. Confirm the conversion 4. Digital Assets are debited from your Digital Asset balance 5. Fiat Currency is credited to your Virtual USD Account or other designated account

Conversions are executed at prevailing market rates, which may include: - A market spread or mark-up over interbank/exchange rates - Transaction fees as disclosed in the Fee Schedule - Slippage for large orders

6.9 Fiat to Digital Asset Conversion (On-Ramp)

You may convert Fiat Currency (primarily USD) to supported Digital Assets: 1. Ensure you have sufficient USD balance in your Virtual USD Account 2. Select the Digital Asset and amount to acquire 3. Review the exchange rate and fees 4. Confirm the conversion 5. USD is debited from your Virtual USD Account 6. Digital Assets are credited to your Digital Asset balance

The same rate structure and fee disclosures apply as for off-ramp conversions.

6.10 Stablecoin Services

For stablecoins (USDT, USDC, DAI, etc.), we offer: - Custody: Secure storage of stablecoins - Redemption: Conversion of stablecoins to USD at or near 1:1 ratio (subject to fees and market conditions) - Issuance: Purchase of stablecoins using USD - Transfer: Send and receive stablecoins on supported blockchain networks

Stablecoin Risk Disclosure: Stablecoins are not legal tender and are not bank deposits. The value of stablecoins depends on the issuer’s ability and willingness to maintain the peg. Stablecoins may lose their peg to the underlying asset, and you may suffer losses. Network Clearing LLC is not the issuer of stablecoins and is not responsible for maintaining the peg or redeeming stablecoins.

Cross-Chain Stablecoin Transfers: We support stablecoin transfers across multiple blockchain networks. When initiating cross-chain transfers: - Clearly specify the source and destination blockchain networks - Understand that cross-chain transfers may involve bridge protocols or intermediary conversions - Be aware of network-specific confirmation times and fees - Verify that the recipient address supports the destination network and token standard - Understand that cross-chain bridge risks apply (smart contract risk, bridge security risk, potential loss of funds)

For transfers between different networks (e.g., USDC on Ethereum to USDC on Polygon), we may use: - Native bridge protocols - Third-party cross-chain bridges (additional terms and risks may apply) - Conversion through our exchange (asset sold on source chain, repurchased on destination chain)

You acknowledge and accept the risks associated with cross-chain transfers, including potential delays, higher fees, bridge vulnerabilities, and the possibility of permanent loss of funds if bridges are compromised or if you send assets to incompatible addresses.

6.11 Hard Forks, Airdrops, and Blockchain Events

In the event of a hard fork, airdrop, or other blockchain event affecting Digital Assets held in custody: - We will make commercially reasonable efforts to support both/all chains if technically and economically feasible - We reserve the right to select which chain(s) to support based on security, liquidity, regulatory, and operational considerations - We are not obligated to support forked assets or airdropped tokens - If we choose to support a forked asset or airdrop, we will credit your account based on your holdings at the time of the event - We may delay support pending security, legal, and operational review

We will provide notice of significant blockchain events and our intended course of action through the Platform or email.

6.12 Digital Asset Risks

Digital Asset custody and transactions involve significant risks, including: - Volatility Risk: Digital Asset prices can fluctuate dramatically - Liquidity Risk: You may not be able to convert Digital Assets to fiat at desired times or prices - Technology Risk: Blockchain networks may experience outages, congestion, or technical failures - Security Risk: Risk of hacking, theft, or loss of private keys - Regulatory Risk: Governments may ban, restrict, or regulate Digital Assets - Counterparty Risk: Third-party service providers may fail or act negligently - Irreversibility: Blockchain transactions are generally irreversible - Loss of Access: If you lose your credentials, you may lose access to your Digital Assets

Please review the comprehensive Risk Disclosures in Section 18.

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7. Merchant Acquiring and Settlement Services

7.1 Merchant Services Overview

Network Clearing LLC provides merchant acquiring services enabling businesses (“Merchants”) to accept payments from customers through various payment methods. Merchants must enter into a separate Merchant Services Agreement in addition to these MSB Terms.

7.2 Merchant Eligibility

To use our merchant acquiring services, you must: - Operate a legitimate business with a valid business license (if required in your jurisdiction) - Have a business bank account or Virtual USD Account with Network Clearing LLC - Provide complete business information and documentation - Not be engaged in any Prohibited Business (as defined in Section 4.7) - Comply with applicable laws, regulations, and card network rules - Pass our merchant underwriting and risk assessment

Prohibited Merchant Categories: In addition to Prohibited Businesses in Section 4.7, we do not provide merchant acquiring for: - Businesses with excessive chargeback rates (typically >1-2%) - Businesses offering free trials that convert to paid subscriptions without clear disclosure - High-risk merchant categories as determined by card networks - Businesses with history of fraud, regulatory violations, or insolvency

7.3 Payment Methods Supported

We support merchant acceptance of: - Credit and debit cards (Visa, Mastercard, American Express, Discover, and others) - Digital wallets (Apple Pay, Google Pay, and others) - ACH/direct debit (for recurring payments, where supported) - Cryptocurrency payments (Bitcoin, Ethereum, stablecoins, and others as supported) - SEPA Direct Debit (for European merchants) - Local payment methods (based on merchant location and customer base)

7.4 Merchant Onboarding Process

1. Application: Complete merchant application form with business details

2. Documentation: Provide business formation documents, licenses, bank statements, processing history

3. Underwriting: We assess your business model, risk profile, and financial stability

4. Approval: If approved, we provide merchant account credentials and integration documentation

5. Integration: Integrate our payment APIs, SDKs, or plugins into your website/application

6. Testing: Conduct test transactions to ensure proper integration

7. Go Live: Begin accepting live customer payments

Merchant onboarding typically takes 3-10 business days.

7.5 Transaction Processing

7.5.1 Authorization

When a customer initiates a payment: - Transaction details are transmitted to us via secure API or payment gateway - We route the transaction to the appropriate payment network (Visa, Mastercard, blockchain, etc.) - The payment network authorizes or declines the transaction - Authorization response is returned to your system in real-time - Authorized funds are placed on hold in the customer’s account/wallet

7.5.2 Capture

• For card payments, you must “capture” authorized transactions to receive settlement

• Capture typically occurs automatically at time of shipment or service delivery

• Authorizations expire if not captured (typically 7 days for cards, varies for other methods)

• You may capture partial amounts (e.g., if order is partially shipped)

7.5.3 Settlement

• Captured transactions are batched for settlement

• Settlement to your merchant account occurs on a rolling or scheduled basis (e.g., daily, weekly)

• Settlement timelines vary by payment method:

– Card payments: Typically T+2 to T+5 business days

– ACH: T+3 to T+5 business days

– Cryptocurrency: T+0 to T+1 (after sufficient blockchain confirmations)

7.6 Merchant Settlement Accounts

Settlement proceeds are deposited to: - Your Virtual USD Account with Network Clearing LLC, OR - Your bank account with a third-party financial institution

You may configure settlement preferences in your merchant dashboard.

7.7 Reserves and Holds

We may hold reserves against your settlement proceeds to cover potential chargebacks, refunds, or other liabilities: - Rolling Reserve: A percentage (e.g., 5-10%) of each transaction held for a period (e.g., 90-180 days) - Fixed Reserve: A fixed dollar amount held in reserve at all times - Upfront Reserve: A deposit required before processing begins

Reserve requirements are determined based on: - Your business risk profile - Industry and merchant category - Processing history and chargeback rates - Transaction types and average ticket size

Reserves are released according to the agreed schedule, less any chargebacks, refunds, or fees owed.

7.8 Chargebacks and Disputes

A chargeback occurs when a customer disputes a transaction with their card issuer. If a chargeback is filed: 1. We notify you via email and merchant dashboard 2. You have the opportunity to respond with evidence (typically 7-14 days) 3. We submit your evidence to the card network for review 4. The card issuer makes a final decision (may take 30-90 days) 5. If you lose the chargeback, funds are debited from your merchant account plus chargeback fees

Chargeback Fees: Typically $15-$25 per chargeback, regardless of outcome.

High Chargeback Rates: If your chargeback rate exceeds acceptable thresholds (typically 1-2%), we may: - Place you in a monitoring program - Increase reserve requirements - Suspend processing capabilities - Terminate your merchant account

7.9 Refunds and Cancellations

You may issue refunds to customers through the merchant dashboard or API: - Full refund: Refund the entire transaction amount - Partial refund: Refund a portion of the transaction amount - Refunds are typically processed within 5-10 business days - Refund processing fees (if any) are not refunded

You agree to: - Honor your stated refund policy - Process refunds promptly for returned goods or unsatisfactory services - Not refuse legitimate refund requests - Comply with card network rules regarding refunds

7.10 Merchant Fees

Merchant acquiring fees are detailed in your Merchant Services Agreement and Fee Schedule, and typically include: - Transaction fees: Percentage of transaction amount plus fixed fee per transaction (e.g., 2.9% + $0.30) - Monthly fees: Fixed monthly account maintenance fee (if applicable) - Chargeback fees: Per-chargeback fee - Refund fees: Fee for processing refunds (if applicable) - Currency conversion fees: Fee for cross-currency transactions - Withdrawal fees: Fee for transferring settlement proceeds to external bank accounts

Fees vary based on payment method, merchant category, transaction volume, and risk profile.

7.11 Merchant Compliance Obligations

As a merchant, you agree to: - Comply with all card network rules (Visa, Mastercard, etc.) - Maintain PCI-DSS compliance for handling cardholder data - Display accepted payment methods clearly on your website - Provide clear pricing, terms, and refund policies to customers - Obtain appropriate customer authorizations for recurring payments - Not store prohibited cardholder data (CVV, full magnetic stripe data) - Respond promptly to chargeback notifications and inquiries - Cooperate with fraud investigations

7.12 Merchant Account Termination

We may suspend or terminate your merchant account if: - You violate these MSB Terms or the Merchant Services Agreement - Your chargeback rate is excessive - You engage in fraud or prohibited activities - You fail to pay fees or settle negative balances - Your business becomes high-risk or changes materially - Required by law, regulation, or card network rules - We determine continued provision of services poses unacceptable risk

Upon termination, we may: - Hold settlement proceeds for up to 180 days to cover potential chargebacks - Deduct outstanding fees, chargebacks, and refunds from your account balance - Require you to return any funds owed

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8. Prepaid Payment Card Services

8.1 Payment Card Overview

Network Clearing LLC facilitates issuance of prepaid payment cards in partnership with licensed card issuers and card networks (Visa, Mastercard). Payment cards allow you to: - Make purchases at merchants worldwide (online and point-of-sale) - Withdraw cash from ATMs (where supported) - Access funds from your Virtual USD Account or Digital Asset balances

Important: Payment cards are issued by our Partner Financial Institutions, not directly by Network Clearing LLC. Card issuance and use are subject to the issuer’s Cardholder Agreement and applicable card network rules.

8.2 Card Types

We may offer the following card types: - Physical prepaid debit cards: Mailed to your address, usable at point-of-sale and ATMs - Virtual debit cards: Digital card details for online purchases only, instant issuance - Single-use virtual cards: One-time use cards for enhanced security in online transactions

8.3 Card Eligibility and Application

To apply for a payment card: - You must have a verified account with Network Clearing LLC - You must have completed KYC/CIP requirements - You must have a Virtual USD Account or eligible Digital Asset balance - You must accept the card issuer’s Cardholder Agreement - You must pay applicable card fees

Card issuance is subject to approval by the card issuer. We reserve the right to decline card applications.

8.4 Card Activation and Use

For Physical Cards: 1. Card is mailed to your registered address (typically 7-14 business days) 2. Activate the card through the Platform or by calling the activation number 3. Set your PIN (Personal Identification Number) 4. Begin using the card for purchases and ATM withdrawals

For Virtual Cards: 1. Card details (number, expiry, CVV) are displayed instantly in the Platform 2. Use the card for online purchases immediately 3. Virtual cards do not support ATM withdrawals

8.5 Card Funding

Payment cards are funded from your Virtual USD Account. You may: - Set up automatic reload when balance falls below a threshold - Manually load funds from your Virtual USD Account - Enable “dynamic conversion” to automatically convert Digital Assets to USD for card funding

Card balances are distinct from your main account balance and are tracked separately.

8.6 Card Limits

Payment cards are subject to the following limits (which may vary based on your account level): - Daily purchase limit: e.g., $2,500 - Daily ATM withdrawal limit: e.g., $500 - Monthly purchase limit: e.g., $10,000 - Maximum card balance: e.g., $10,000 - Per-transaction limit: e.g., $2,500

You may request limit increases subject to approval.

8.7 Card Fees

Card fees are detailed in your Fee Schedule and may include: - Card issuance fee: One-time fee for physical card issuance (e.g., $10) - Monthly maintenance fee: Recurring fee for card account (e.g., $2-5/month, may be waived with minimum spend) - ATM withdrawal fee: Fee per ATM withdrawal (e.g., $3-5 domestic, $5-7 international) - Foreign transaction fee: Fee for transactions in non-USD currencies (e.g., 2-3%) - Card replacement fee: Fee for replacing lost/stolen cards (e.g., $10) - Inactivity fee: Fee for cards inactive for extended period (e.g., $5/month after 6 months inactivity) - Balance inquiry fee: Fee for ATM balance inquiries (e.g., $1)

8.8 Card Security

To protect your card: - Keep your card and PIN secure; do not share with others - Enable transaction notifications in the Platform - Set up card controls (e.g., disable ATM withdrawals, set merchant category restrictions, geographic restrictions) - Freeze your card immediately if lost or stolen - Monitor your card transactions regularly

8.9 Lost, Stolen, or Compromised Cards

If your card is lost, stolen, or compromised: 1. Immediately freeze or cancel the card through the Platform or by contacting customer support 2. Report the incident to us in writing 3. Review recent transactions and report any unauthorized charges 4. Request a replacement card (subject to replacement fee)

Your Liability for Unauthorized Transactions: - If you report loss/theft BEFORE unauthorized use: $0 liability - If you report within 2 business days after learning of loss/theft: Maximum $50 liability - If you report more than 2 business days but within 60 days: Maximum $500 liability - If you report more than 60 days after statement showing unauthorized transaction: Unlimited liability

These limits apply under federal law (Regulation E) for cards issued in the US. Different limits may apply for cards issued in other jurisdictions.

8.10 Disputed Card Transactions

If you dispute a card transaction (e.g., merchant charged wrong amount, service not received, duplicate charge): 1. Attempt to resolve directly with the merchant 2. If unresolved, file a dispute through the Platform within 60 days of the transaction 3. We will investigate the dispute in accordance with card network rules 4. Provisional credit may be issued during investigation (typically if dispute exceeds $25) 5. Final resolution typically within 45-90 days

You must cooperate with our investigation and provide requested documentation.

8.11 Card Restrictions

We or the card issuer may restrict, suspend, or cancel your card if: - Suspected fraudulent activity - You violate the Cardholder Agreement or these MSB Terms - Excessive disputes or chargebacks - Insufficient funds for card transactions - Required by law, regulation, or card network rules - Account is closed or suspended - Card is expired and not renewed

8.12 Card Expiration and Renewal

Physical cards typically expire after 3-5 years. Virtual cards may have shorter expiration periods.

• We will send a replacement card approximately 30 days before expiration (if your account is in good standing)

• Unused card balances are transferred to the new card

• You must activate the new card to continue using it

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9. Foreign Currency Exchange Services

9.1 Foreign Exchange Overview

Network Clearing LLC provides foreign currency exchange (FX) services allowing you to convert between supported Fiat Currencies.

Supported Currencies (subject to change): - US Dollar (USD) - Euro (EUR) - British Pound Sterling (GBP) - Swiss Franc (CHF) - Canadian Dollar (CAD) - Australian Dollar (AUD) - Japanese Yen (JPY) - Singapore Dollar (SGD) - And other major and minor currencies as available

9.2 Types of FX Transactions

9.2.1 Spot FX Transactions

• Immediate exchange of one currency for another at the prevailing spot rate

• Settlement typically within 2 business days (T+2)

• No obligation to transact at a future date

9.2.2 Forward FX Transactions (If Offered)

• Agreement to exchange currencies at a specified future date and rate

• Allows you to lock in exchange rates to hedge currency risk

• Typically for settlement 3 days to 12 months in the future

• May require margin or collateral

• Subject to separate Forward FX Agreement

9.3 FX Rate Structure

Our FX rates include: - Interbank rate: The wholesale rate at which banks trade currencies - Spread/Mark-up: Our margin added to the interbank rate (e.g., 0.5-2% depending on currency pair, transaction size, and market conditions)

Rate Determination: - FX rates are determined in real-time based on market conditions - Rates are subject to change without notice and may vary throughout the day - Rates displayed on the Platform are indicative; final rate is applied at time of execution - Larger transactions may receive better rates - Exotic or illiquid currency pairs may have wider spreads

9.4 FX Transaction Process

To execute an FX transaction: 1. Select source currency and destination currency 2. Enter amount to convert 3. Review the exchange rate, fees, and amount to be received 4. Confirm the transaction 5. Source currency is debited from your account 6. Destination currency is credited to your account (or to specified beneficiary account)

9.5 FX Fees

FX fees may include: - Spread/Mark-up: Included in the exchange rate (typically 0.5-2%) - Transaction fee: Fixed or percentage-based fee per transaction (if applicable) - Small transaction fee: Additional fee for transactions below minimum threshold (e.g., $10 fee for transactions under $100)

All fees are disclosed before you confirm the transaction.

9.6 FX Limits

FX transactions may be subject to: - Minimum transaction amount (e.g., $10-$100 depending on currency) - Maximum daily transaction amount (based on your account verification level) - Maximum single transaction amount - Restrictions on certain currency pairs based on regulatory or liquidity considerations

9.7 Cross-Currency Payments

When sending funds to a beneficiary in a different currency: - You may instruct us to convert at our rates, or - You may send in the original currency and allow the beneficiary’s bank to convert (their rates may differ)

We recommend comparing rates and fees for each option.

9.8 FX Risk Disclosures

Foreign exchange transactions involve risks: - Exchange Rate Risk: Currency values fluctuate and may move against you - Liquidity Risk: Some currency pairs may have limited liquidity, resulting in wider spreads - Country Risk: Political, economic, or regulatory changes may affect currency values - Counterparty Risk: Risk that FX providers or correspondent banks may fail

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10. Domestic and International Funds Transfer Services

10.1 Funds Transfer Overview

Network Clearing LLC facilitates domestic and international funds transfers through various payment rails: - Domestic (US): Wire transfer, ACH - Europe: SEPA, SEPA Instant, SWIFT - International: SWIFT, correspondent banking - Digital: Blockchain-based transfers using Digital Assets or stablecoins

10.2 Domestic Wire Transfers (US)

Outgoing Wires: - Same-day processing if submitted before cut-off time (typically 3:00 PM ET) - Funds typically arrive same business day or next business day - Fee: e.g., $25-$50 per wire

Incoming Wires: - Credit to your account same business day if received before cut-off - Fee: e.g., $15-$25 per incoming wire, or waived

Required Information: - Beneficiary name and address - Beneficiary bank name, address, ABA routing number, SWIFT code - Beneficiary account number - Purpose of payment (may be required)

10.3 ACH Transfers (US)

ACH (Automated Clearing House) transfers are electronic bank-to-bank transfers within the US:

ACH Credit (Push): - You initiate transfer from your Network Clearing account to an external bank account - Processing time: 1-3 business days - Fee: e.g., $0-$5 per transfer

ACH Debit (Pull): - You link an external bank account and pull funds into your Network Clearing account - Requires micro-deposit verification (2 small deposits sent to external account, you verify amounts) - Processing time: 1-3 business days for initial setup; 1-3 business days for subsequent transfers - Fee: e.g., $0-$2 per transfer

Required Information: - Bank account number and routing number - Account ownership verification

10.4 SEPA Transfers (Europe)

SEPA (Single Euro Payments Area) transfers are euro-denominated transfers within the EU/EEA:

SEPA Credit Transfer: - Processing time: Typically 1 business day - Fee: e.g., €0-€5 per transfer

SEPA Instant: - Real-time transfers available 24/7/365 - Funds arrive within seconds - Fee: e.g., €1-€10 per transfer

Required Information: - Beneficiary name and address - Beneficiary IBAN - Beneficiary BIC/SWIFT code (optional for SEPA) - Purpose of payment

10.5 SWIFT Transfers (International)

SWIFT (Society for Worldwide Interbank Financial Telecommunication) is the primary network for international wire transfers:

Outgoing SWIFT: - Processing time: Typically 1-5 business days depending on destination country and intermediary banks - Fee: e.g., $40-$75 per transfer plus potential intermediary bank fees

Incoming SWIFT: - Credit to account when received from correspondent bank - Fee: e.g., $15-$30 per incoming transfer

Required Information: - Beneficiary name, address, and account number (or IBAN) - Beneficiary bank name, address, and SWIFT/BIC code - Purpose of payment and any required reference numbers

Intermediary Banks: - International wires may pass through one or more intermediary banks - Each intermediary may deduct a fee ($10-$40) - We do not control intermediary bank fees

10.6 Digital Asset Transfers

You may also transfer value using Digital Assets: - Faster than traditional banking (minutes to hours vs. days) - Lower fees for certain corridors - 24/7 availability - Recipient must have Digital Asset wallet capability

See Section 6 (Digital Asset Custody and Conversion Services) for details.

10.7 Transfer Limits and Restrictions

Transfers are subject to limits based on: - Your account verification level - Payment method and destination - Regulatory requirements - Fraud prevention and AML considerations

Typical Limits: - Tier 1 (Basic Verification): $1,000/day, $5,000/month - Tier 2 (Full Verification): $10,000/day, $100,000/month - Tier 3 (Enhanced Verification): $50,000/day, $500,000/month

Higher limits may be available upon request and approval.

10.8 Transfer Cut-Off Times

Transfers must be submitted before daily cut-off times for same-day processing: - Wire transfers: 3:00 PM ET - ACH: 5:00 PM ET - SEPA: 4:00 PM CET - SWIFT: 3:00 PM ET

Transfers submitted after cut-off times are processed the next business day.

10.9 Transfer Fees

Transfer fees vary by method and are disclosed in the Fee Schedule: - Domestic wire: $25-$50 - International wire (SWIFT): $40-$75 - ACH: $0-$5 - SEPA: €0-€5 - SEPA Instant: €1-€10 - Digital Asset transfer: Network fee + service fee (varies by asset)

10.10 Rejected or Returned Transfers

Transfers may be rejected or returned if: - Insufficient funds in your account - Incorrect beneficiary information - Beneficiary bank does not accept the transfer - Compliance or sanctions screening flags the transaction - Transfer violates applicable laws or regulations

Return Fees: If a transfer is returned, you may be charged a return fee (e.g., $25) plus any fees charged by intermediary or beneficiary banks.

10.11 Cancellations and Amendments

• Before processing: You may cancel or amend transfers that have not yet been processed (no fee or minimal fee)

• After processing: Once processed, transfers generally cannot be cancelled. We can submit a recall request to the beneficiary bank, but there is no guarantee of success. Recall fee: e.g., $50.

10.12 Transfer Errors

If you believe a transfer was executed incorrectly: - Notify us immediately (within 60 days of the transfer date) - Provide details of the error - We will investigate and attempt to recover funds if an error occurred on our part - If the error was due to incorrect information you provided, we may assist with recovery efforts but cannot guarantee success

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NETWORK CLEARING LLC - MSB TERMS (Part 3 - Compliance & General Provisions)

11. Transaction Processing and Confirmation

11.1 Transaction Authorization

You authorize transactions through: - Platform (web or mobile app) - API (if you have API access) - Authorized instructions (email, if specifically pre-arranged)

Authentication Requirements: - Username and password - Two-factor authentication (2FA) where enabled - Transaction confirmation codes sent via email or SMS - Biometric authentication (fingerprint, face ID) where supported

11.2 Transaction Confirmation

Upon submitting a transaction: - You receive an immediate on-screen confirmation - A confirmation email is sent to your registered email address - Transaction details are recorded in your transaction history

11.3 Transaction Status

Transactions may have the following statuses: - Pending: Submitted but not yet processed - Processing: Being executed - Completed: Successfully executed - Failed: Transaction failed (insufficient funds, rejected by network, etc.) - Cancelled: Transaction cancelled by you or us before execution

11.4 Transaction Errors

If you identify an error in a transaction: - Contact us immediately via customer support - Provide transaction details (date, amount, type, transaction ID) - We will investigate and take corrective action if the error was on our part - Time limits apply for reporting errors (typically 60 days)

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12. Fees, Charges, and Exchange Rates

12.1 Fee Schedule

Our comprehensive Fee Schedule is published on the Platform and available upon request. Fees may include: - Account maintenance fees - Transaction fees (deposits, withdrawals, transfers, conversions) - Card fees (issuance, maintenance, ATM, foreign transaction) - Wire transfer fees - Merchant processing fees - Currency conversion spreads - Inactivity fees - Expedited service fees

12.2 Fee Changes

We reserve the right to change fees at any time. We will provide notice of fee increases: - At least 30 days’ advance written notice (via email to your registered email address) for material fee increases affecting active users - Fee increases will not apply to prepaid services or transactions already in process at the time of the notice - Notice via email, Platform announcement, and updated Fee Schedule - Your continued use of services after the effective date constitutes acceptance of the new fees

12.3 Fee Deduction

Fees are automatically deducted from your account balance: - Transaction fees are deducted at time of transaction - Monthly fees are deducted on the first business day of each month - We may deduct fees from any currency or asset balance in your account - If insufficient funds, we may convert assets to cover fees or restrict account access until fees are paid

12.4 Exchange Rates and Spreads

For currency conversions (fiat-to-fiat, fiat-to-crypto, crypto-to-crypto): - Exchange rates are determined by market conditions and include our spread/mark-up - Rates are displayed before you confirm transactions - Rates may change between quote and execution for large or delayed transactions - We do not guarantee any particular exchange rate

12.5 Negative Balances

If your account develops a negative balance (e.g., due to chargebacks, fee deductions, currency fluctuations): - You are obligated to repay the negative balance immediately - We may convert assets in your account to cover the deficit - We may suspend account access until the negative balance is resolved - We may charge interest on negative balances (at a rate specified in the Fee Schedule) - We may pursue collection actions or legal remedies

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13. Security and Fraud Prevention

13.1 Account Security

You are responsible for maintaining the security of your account: - Create a strong, unique password - Enable two-factor authentication (2FA) - Do not share your password, 2FA codes, or account credentials with anyone - Use secure internet connections (avoid public Wi-Fi for sensitive transactions) - Keep your email account secure (we send sensitive notifications via email) - Log out after using shared or public computers - Review account activity regularly

13.2 Unauthorized Access

If you suspect unauthorized access to your account: - Change your password immediately - Contact customer support immediately - Review recent transactions and report any unauthorized activity - File a police report if you believe you are a victim of identity theft

13.3 Liability for Unauthorized Transactions

Your Liability: - If you notify us BEFORE unauthorized transactions occur: $0 liability - If you notify us within 2 business days after learning of unauthorized access: Limited liability (up to $50 for EFTs under Regulation E) - If you fail to notify us within 60 days: Unlimited liability for transactions occurring after the 60-day period

Our Liability: - We are liable for unauthorized transactions caused by our negligence or system failures - We are not liable for unauthorized transactions resulting from your negligence, sharing of credentials, or failure to maintain account security

13.4 Fraud Monitoring

We employ fraud detection and prevention measures: - Transaction monitoring for suspicious activity - Device fingerprinting and IP address analysis - Behavioral analytics and anomaly detection - Sanctions screening and AML transaction monitoring - Manual review of high-risk transactions

We may: - Block, delay, or cancel suspicious transactions - Request additional verification before processing transactions - Restrict account access pending investigation - Report suspected fraud to law enforcement

13.5 Phishing and Social Engineering

Beware of phishing attempts and social engineering: - We will NEVER ask for your password, 2FA codes, or private keys via email, phone, or chat - We will NEVER ask you to send funds to “verify” your account or “unlock” your funds - Always verify the authenticity of emails claiming to be from Network Clearing LLC (check sender address, look for suspicious links) - Access the Platform directly (type the URL) rather than clicking links in emails

If you receive a suspicious communication claiming to be from us, forward it to security@networkclearing.us (example) and delete it.

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14. Anti-Money Laundering (AML) and Bank Secrecy Act (BSA) Compliance

14.1 AML Compliance Program

Network Clearing LLC maintains a comprehensive AML compliance program in accordance with the Bank Secrecy Act and FinCEN regulations, including: - Customer Identification Program (CIP) - Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD) - Ongoing transaction monitoring - Suspicious Activity Report (SAR) filing - Currency Transaction Report (CTR) filing - Sanctions screening (OFAC and other lists) - Record retention - Independent audits and testing - AML training for employees

14.2 Customer Due Diligence (CDD)

We collect and verify information about you to understand: - Your identity - The nature and purpose of your relationship with us - The source of your funds and wealth - Your expected account activity - Your beneficial ownership structure (for business accounts)

You agree to cooperate with our CDD requests and provide truthful, accurate information.

14.3 Ongoing Monitoring

We continuously monitor account activity for: - Unusual transaction patterns - Transactions inconsistent with your stated business or expected activity - Structuring (breaking up transactions to avoid reporting thresholds) - Rapid movement of funds - Transactions involving high-risk jurisdictions - Potential sanctions violations

14.4 Suspicious Activity Reporting (SAR)

If we detect suspicious activity, we are required by law to file a Suspicious Activity Report (SAR) with FinCEN. Suspicious activity may include: - Transactions with no apparent business or legal purpose - Attempts to avoid BSA reporting requirements - Transactions involving known or suspected criminals, terrorists, or terrorist organizations - Use of multiple accounts or entities to obscure ownership - Rapid exchange of Digital Assets for fiat or vice versa with no economic rationale

Important: Federal law prohibits us from disclosing to you that we have filed or intend to file a SAR. Asking us whether we have filed a SAR may itself be considered suspicious activity.

14.5 Currency Transaction Reporting (CTR)

We are required to file a Currency Transaction Report (CTR) with FinCEN for: - Cash transactions (currency in and currency out) exceeding $10,000 in a single day - Multiple related cash transactions that aggregate to more than $10,000 in a single day

Note: Attempting to structure transactions to avoid CTR reporting is illegal and will result in SAR filing and possible account termination.

14.6 Travel Rule Compliance

For Digital Asset transfers exceeding $3,000 (or equivalent), we are required to collect and transmit information about the originator and beneficiary in accordance with the “Travel Rule” (31 CFR 1010.410(f)). This may include: - Name - Physical address - Account number or Digital Asset wallet address - Transaction amount and date

If the receiving Virtual Asset Service Provider (VASP) is unable to accept Travel Rule information, we may be unable to process the transaction.

14.7 Record Retention

We retain records of your account, identity verification, and transactions for at least 5 years as required by the BSA. Records may be retained longer for regulatory, legal, or business purposes.

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15. Transaction Monitoring and Reporting

15.1 Real-Time Transaction Monitoring

All transactions are subject to real-time monitoring for: - Fraud detection - AML/sanctions compliance - Regulatory compliance - Risk management

Transactions may be delayed, blocked, or cancelled based on monitoring results.

15.2 Enhanced Monitoring for High-Risk Transactions

Certain transactions trigger enhanced monitoring and manual review: - Large transactions (e.g., >$10,000) - Transactions involving high-risk jurisdictions - Transactions involving Politically Exposed Persons (PEPs) - Rapid or high-volume Digital Asset conversions - First-time transactions to new beneficiaries - Transactions with unusual patterns

15.3 Regulatory Reporting

We may be required to report your transactions to regulatory authorities, including: - FinCEN (SARs, CTRs) - IRS (Form 1099-K for payment card and third-party network transactions; Form 1099-B for Digital Asset sales) - OFAC (blocked property reports) - State regulators - Law enforcement (pursuant to subpoenas, warrants, or legal process)

We will comply with all legal reporting obligations, even if such reporting may be adverse to your interests.

15.4 Information Requests

We may request additional information about your transactions at any time: - Purpose of transaction - Source of funds - Relationship to beneficiary - Supporting documentation (invoices, contracts, agreements)

You must respond within the specified timeframe (typically 5-10 business days). Failure to respond may result in transaction delays, cancellations, or account restrictions.

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16. OFAC and Sanctions Compliance

16.1 Sanctions Screening

We screen all customers and transactions against sanctions lists maintained by: - Office of Foreign Assets Control (OFAC) - US Department of the Treasury - United Nations Security Council - European Union - United Kingdom HM Treasury - Other applicable sanctions authorities

16.2 Prohibited Persons and Jurisdictions

You represent and warrant that you are not: - Located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction (currently: Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, Donetsk People’s Republic, Luhansk People’s Republic) - Listed on any sanctions list (OFAC SDN List, OFAC Consolidated Non-SDN List, UN Consolidated List, EU Sanctions List, etc.) - Owned or controlled by, or acting on behalf of, any sanctioned person or entity - Engaged in transactions involving any sanctioned person, entity, or jurisdiction

16.3 Blocked Transactions and Accounts

If a sanctions match is identified: - Your account may be immediately blocked - All pending transactions will be cancelled - Funds may be frozen and held pending investigation - We will report the match to OFAC (if US sanctions apply) - You will not be provided access to blocked funds

False Positive Matches: If you believe a sanctions match is a false positive (e.g., your name is similar to a sanctioned person): - Contact us immediately with clarifying information - Provide documentation to distinguish you from the sanctioned person (e.g., passport, proof of different date of birth, proof of different address) - We will review and, if satisfied, submit an OFAC license application or unblock the account (if no true match)

16.4 Sanctions Compliance by Customers

You agree: - Not to use our services to transact with sanctioned persons or jurisdictions - To notify us immediately if you become subject to sanctions - Not to use our services to evade sanctions - To comply with all applicable sanctions laws in your jurisdiction

Violation of sanctions compliance obligations will result in immediate account termination and reporting to authorities.

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17. Customer Obligations and Prohibited Activities

17.1 Accurate Information

YOUR KEY RESPONSIBILITIES:

As a Network Clearing LLC user, you are responsible for: - ✓ Maintaining confidentiality of account credentials and authentication methods - ✓ Providing accurate, current, and complete information at all times - ✓ Complying with all applicable laws and regulations in your jurisdiction - ✓ Notifying us immediately of unauthorized access or suspicious activity - ✓ Using services only for lawful purposes - ✓ Not engaging in any prohibited activities listed in Section 4.7 - ✓ Responding promptly to our requests for information or documentation - ✓ Reporting errors or discrepancies within required timeframes

You agree to provide accurate, current, and complete information at all times. You must not: - Provide false or misleading information - Use a false identity - Open an account on behalf of another person without proper authorization - Conceal your ownership or control of an account

17.2 Lawful Use

You agree to use our services only for lawful purposes. You must not: - Violate any law, statute, ordinance, or regulation - Infringe intellectual property rights - Engage in fraud, theft, or money laundering - Finance terrorism or terrorist organizations - Engage in tax evasion - Purchase or sell illegal goods or services - Operate a Ponzi scheme, pyramid scheme, or other fraudulent scheme - Use our services to disguise the origin of illegally obtained funds

17.3 Prohibited Activities

You must not: - Use our services if you are located in or a resident of a prohibited jurisdiction - Use our services if you are listed on any sanctions list - Engage in market manipulation, insider trading, or other securities fraud (if trading securities or Digital Assets) - Use automated bots or scripts to manipulate markets or gain unfair advantage (without our prior written authorization) - Create multiple accounts to evade transaction limits or monitoring - Lend, transfer, or sell your account to another person - Use our services to facilitate transactions for third parties (unless you are an approved merchant or have explicit authorization) - Engage in structuring transactions to avoid reporting requirements - Use anonymizing software or services (VPNs, TOR, etc.) to disguise your location or identity (unless pre-approved for legitimate privacy reasons)

17.4 Cooperation with Investigations

You agree to cooperate with: - Our internal investigations of account activity - Law enforcement investigations - Regulatory inquiries - Audits and examinations

You agree to provide requested information promptly and truthfully.

17.5 No Financial or Legal Advice

Network Clearing LLC does not provide: - Financial advice or investment recommendations - Tax advice - Legal advice

You are responsible for: - Making your own financial decisions - Understanding the tax implications of your transactions - Consulting with your own tax, legal, and financial advisors

17.6 Tax Reporting Obligations

You are solely responsible for: - Determining what taxes apply to your transactions - Reporting your transactions to applicable tax authorities - Paying all applicable taxes

We may provide tax reporting information to you and to tax authorities as required by law (e.g., Form 1099-K, Form 1099-B). However, you remain ultimately responsible for your tax obligations.

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18. Risk Disclosures

You acknowledge and understand the following risks:

18.1 General Financial Risks

• Loss of Funds: You may lose some or all of your funds through market movements, fees, fraud, or operational failures

• No Insurance: Funds held with Network Clearing LLC are not insured by the FDIC, SIPC, or any other government insurance program (except to the extent of any deposit insurance provided by Partner FIs)

• Regulatory Risk: Changes in laws or regulations may adversely affect our ability to provide services or your ability to access your funds

• Operational Risk: Technical failures, cyber-attacks, or human errors may result in service interruptions or loss of funds

18.2 Digital Asset-Specific Risks

• Extreme Volatility: Digital Asset prices can fluctuate dramatically (50%+ in a single day)

• Irreversibility: Blockchain transactions are generally irreversible; errors cannot be corrected

• Network Risk: Blockchain networks may experience congestion, forks, or technical failures

• Loss of Private Keys: If we lose control of private keys, your Digital Assets may be permanently lost

• Regulatory Uncertainty: The legal and regulatory status of Digital Assets is evolving and uncertain

• Lack of Legal Tender Status: Digital Assets are not legal tender and may not be widely accepted

• Cybersecurity Risks: Exchanges, wallets, and networks are targets for hacking and theft

• Smart Contract Risk: Smart contracts may contain bugs or vulnerabilities that result in loss of funds

• Forking Risk: Blockchain hard forks may result in multiple competing chains, and we may not support all chains

• 51% Attack Risk: Smaller blockchain networks may be vulnerable to majority attacks

18.3 Foreign Exchange Risks

• Exchange Rate Risk: Currency values fluctuate and may move against you

• Country Risk: Political or economic instability may affect currency values or availability

• Liquidity Risk: Some currency pairs may have limited liquidity or wide bid-ask spreads

18.4 Payment Card Risks

• Merchant Disputes: Merchants may refuse to honor transactions or provide refunds

• Card Loss/Theft: Your card may be lost, stolen, or compromised

• ATM Risks: ATMs may malfunction, withhold your card, or charge unexpected fees

• Foreign Transaction Risks: Transactions in foreign countries may be declined or subject to higher fees

18.5 Merchant Acquiring Risks

• Chargeback Risk: Customers may dispute transactions, and you may lose chargeback disputes

• Reserve Holds: We may hold reserves against your settlement proceeds for extended periods

• Refund Obligations: You are obligated to honor legitimate refund requests

18.6 Partner FI Risks

• Counterparty Risk: Partner Financial Institutions may experience financial difficulties, operational failures, or insolvency

• Change of Partners: We may change Partner FIs, requiring you to accept new terms or close your account

• Service Interruptions: Partner FIs may experience service outages affecting your access to funds

18.7 Limitations on Remedies

• In no event shall Network Clearing LLC’s total liability exceed the amount of fees you have paid to us in the 12 months preceding the claim

• We shall not be liable for consequential, indirect, incidental, special, punitive, or exemplary damages

• Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you

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19. Statements, Records, and Recordkeeping

19.1 Account Statements

We provide monthly account statements showing: - Beginning and ending balances for each currency/asset - All transactions during the statement period - Fees charged - Contact information for customer support

Statements are available through the Platform and may be emailed to your registered email address.

19.2 Transaction History

You can view your complete transaction history through the Platform: - Real-time transaction updates - Searchable and filterable by date, type, currency, status - Export to CSV or PDF

19.3 Duty to Review and Report Errors

You must: - Review statements and transaction history regularly - Report any unauthorized transactions or errors within 60 days of the statement date - Report unauthorized EFTs within 60 days of the statement date (Regulation E)

Failure to report errors within the specified timeframes may limit your ability to recover losses.

19.4 Our Recordkeeping

We retain records of your account for at least 5 years (or longer as required by law): - Account opening documents - Identity verification documents - Transaction records - Communications with you - Compliance records (AML, sanctions screening)

19.5 Your Recordkeeping

You are responsible for: - Keeping copies of your own records - Keeping records sufficient for tax reporting and compliance - Not relying solely on our records (we may delete accounts after extended periods of inactivity)

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20. Account Restrictions, Suspension, and Closure

20.1 Restrictions and Suspension

We may restrict or suspend your account access at any time if: - Suspected fraud or unauthorized activity - Violation of these MSB Terms - Failure to provide requested information or documentation - Excessive chargebacks or disputes - Sanctions match or AML concern - Requested by law enforcement or regulatory authority - Account has negative balance - Required to comply with applicable law

Restrictions may include: - Suspension of withdrawals - Suspension of deposits - Suspension of trading or conversions - Limitation of transaction amounts - Full account suspension

We will attempt to notify you of restrictions, but may not be able to do so if disclosure would compromise an investigation or violate law.

20.2 Voluntary Account Closure by You

You may close your account at any time by: 1. Withdrawing all funds and assets 2. Settling all outstanding obligations (fees, negative balances, pending disputes) 3. Requesting account closure through customer support

Notice Period: Either you or Network Clearing LLC may terminate your account with 30 days’ advance written notice, except where immediate termination is required by law, regulation, or for cause (fraud, prohibited activities, material breach of these terms, legal violations, or risk to the safety and security of our systems or other users).

Upon closure: - You will no longer have access to the Platform - Pending transactions may be cancelled - We may retain your information for recordkeeping and compliance purposes

20.3 Involuntary Account Closure by Us

We may close your account at any time for any reason, including: - Violation of these MSB Terms - Prohibited activities - Extended inactivity (e.g., no transactions for 2+ years) - Business decision to discontinue services to certain jurisdictions or customer segments - Required by law or regulation

Upon closure: - We will provide notice (if practicable and legally permissible) - You must withdraw your funds within the specified timeframe (typically 30-60 days) - If you fail to withdraw funds, we may mail a check to your registered address (less applicable fees and costs) - Unclaimed funds may be escheat to the state after the applicable dormancy period

20.4 Survival of Terms

Certain provisions of these MSB Terms survive account closure: - Indemnification obligations - Liability limitations - Dispute resolution and arbitration - Recordkeeping and confidentiality obligations

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21. Liability, Disclaimers, and Indemnification

21.1 Disclaimer of Warranties

OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that: - Our services will be uninterrupted, secure, or error-free - Defects will be corrected - The Platform is free from viruses or harmful components - Information provided through the Platform is accurate, complete, or reliable

21.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NETWORK CLEARING LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR: - INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES - LOSS OF PROFITS, REVENUES, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL - DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT (EXCEPT TO THE EXTENT CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) - DAMAGES RESULTING FROM ACTIONS OF THIRD PARTIES (PARTNER FIS, PAYMENT NETWORKS, BLOCKCHAIN NETWORKS, MERCHANTS, ETC.)

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: - $100, OR - THE TOTAL FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM

These limitations apply even if we have been advised of the possibility of such damages. Some jurisdictions do not allow these limitations, so they may not apply to you.

21.3 Force Majeure

We shall not be liable for delays or failures in performance resulting from causes beyond our reasonable control, including: - Acts of God (earthquakes, floods, storms) - War, terrorism, civil unrest - Government actions, laws, regulations - Labor disputes or strikes - Pandemics or epidemics - Failures of third-party service providers, internet service providers, telecommunications networks - Cyberattacks, DDOS attacks - Blockchain network failures or forks - Power outages or utility failures

21.4 Indemnification

You agree to indemnify, defend, and hold harmless Network Clearing LLC, its Affiliates, and Partner Financial Institutions, and their respective officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: - Your violation of these MSB Terms - Your violation of any law or regulation - Your violation of any third-party rights - Unauthorized use of your account resulting from your negligence - Your business activities (for merchant accounts) - Any information you provide to us

This indemnification obligation survives termination of your account and these MSB Terms.

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22. Dispute Resolution and Governing Law

22.1 Governing Law

These MSB Terms are governed by and construed in accordance with the laws of the State of Montana and the federal laws of the United States, without regard to conflict of laws principles.

22.2 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Network Clearing LLC agree that any dispute, claim, or controversy arising out of or relating to these MSB Terms or our services (collectively, “Disputes”) will be resolved through binding arbitration, rather than in court, except as provided below.

22.2.1 Arbitration Procedures

• Arbitration shall be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (for individual consumer accounts) or Commercial Arbitration Rules (for business accounts)

• The arbitration shall be conducted in English

• The arbitration venue shall be Montana, or another location mutually agreed upon

• The arbitrator’s decision is final and binding and may be entered as a judgment in any court of competent jurisdiction

• Each party is responsible for its own attorneys’ fees unless the arbitrator awards fees pursuant to applicable law

22.2.2 Exceptions to Arbitration

Notwithstanding the above, either party may: - Bring an action in small claims court if the claim qualifies - Seek injunctive or equitable relief in court to prevent or restrain infringement or misappropriation of intellectual property rights - File a complaint with applicable regulatory authorities (FinCEN, CFPB, state regulators, etc.)

22.2.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NETWORK CLEARING LLC AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR REPRESENTATIVE IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Arbitrations shall be conducted on an individual basis only. Class arbitrations, class actions, and representative actions are prohibited.

22.2.4 Opt-Out Right

You have the right to opt out of this arbitration agreement. To opt out, you must send written notice within 30 days of first accepting these MSB Terms to:

Network Clearing LLC
Attn: Arbitration Opt-Out
[Address]
[Email]

The opt-out notice must include your name, address, account number, and a clear statement that you wish to opt out of the arbitration agreement.

If you opt out, all other terms of these MSB Terms continue to apply, and Disputes will be resolved in court (subject to Section 22.3).

22.2.5 Changes to Arbitration Provision

If we make material changes to this arbitration provision, we will notify you. You may reject the change by opting out within 30 days of the change taking effect (using the same process as above). If you do not opt out, the new arbitration terms apply.

22.3 Exclusive Jurisdiction and Venue (If Arbitration Does Not Apply)

If arbitration does not apply (because you opted out, the dispute falls within an exception, or the arbitration provision is found unenforceable): - You agree to the exclusive jurisdiction of the state and federal courts located in Montana - You agree to venue in Montana - You waive any objection to jurisdiction or venue in Montana courts

22.4 Informal Dispute Resolution

Before initiating arbitration or court proceedings, you agree to first contact us to attempt to resolve the dispute informally: - Contact customer support with details of your complaint - We will attempt to resolve the issue within 60 days - If unresolved, you may then proceed with arbitration or court action

22.5 Time Limit for Claims

You must bring any claim within one (1) year after the cause of action arises, or the claim is permanently barred.

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23. Data and Privacy

23.1 Privacy Policy

Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated by reference into these MSB Terms.

Please review our Privacy Policy at [URL] to understand how we handle your information.

23.2 Consent to Data Processing and Regulatory Compliance

By using our services, you consent to: - Collection of your personal information, including identity documents, financial information, transaction data, and device/usage information - Processing of your personal information for purposes described in the Privacy Policy - Sharing of your information with Partner Financial Institutions, service providers, regulatory authorities, and as required by law - Transfer of your information to the United States and other jurisdictions where we or our service providers operate

Data Protection Compliance: Network Clearing LLC complies with applicable data protection regulations, including: - General Data Protection Regulation (GDPR) for European Economic Area (EEA) residents - UK General Data Protection Regulation (UK GDPR) for United Kingdom residents - California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for California residents - Other applicable U.S. state and international data protection laws

For full details on our data collection, use, sharing, retention, and security practices, please review our Privacy Policy available at [URL].

23.3 Information Sharing

We may share your information with: - Partner Financial Institutions: To facilitate Virtual USD Accounts, card issuance, and other services - Service providers: Payment processors, KYC/AML vendors, cybersecurity providers, cloud hosting providers - Affiliates: The Network Bank, The Network Labs, and other affiliated entities - Regulatory authorities: FinCEN, IRS, OFAC, state regulators, and others as required by law - Law enforcement: Pursuant to subpoenas, court orders, warrants, or other legal process - Credit bureaus: If you fail to pay obligations owed to us - Successor entities: In the event of merger, acquisition, or sale of assets

23.4 Data Retention

We retain your personal information for as long as necessary to: - Provide services to you - Comply with legal obligations (BSA, tax laws, etc.) - Resolve disputes and enforce our agreements

Typically, we retain data for at least 5 years after account closure, and potentially longer for regulatory or legal reasons.

23.5 Data Security

We implement reasonable security measures to protect your information: - Encryption of data in transit (TLS/SSL) and at rest - Multi-factor authentication for account access - Access controls limiting employee access to customer data - Regular security audits and penetration testing - Incident response and breach notification procedures

However, no security system is perfect. We cannot guarantee the security of your information, and you transmit information at your own risk.

23.6 Your Data Rights

Depending on your jurisdiction, you may have rights regarding your personal information: - Right to access: Request a copy of your personal information - Right to correction: Request correction of inaccurate information - Right to deletion: Request deletion of your information (subject to legal retention requirements) - Right to portability: Request transfer of your information to another service provider - Right to restriction: Request restriction of processing in certain circumstances - Right to object: Object to certain types of processing

To exercise these rights, contact our Data Protection Officer at [email].

Note: We may need to retain certain information to comply with legal obligations, even if you request deletion.

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24. General Provisions

24.1 Entire Agreement

These MSB Terms, together with the Master Terms, Privacy Policy, Fee Schedule, and any other policies or agreements referenced herein, constitute the entire agreement between you and Network Clearing LLC regarding the subject matter hereof, and supersede all prior agreements, understandings, and representations.

24.2 Amendments

We may amend these MSB Terms at any time: - Amendments are effective upon posting on the Platform (or after any notice period specified) - Continued use of services after amendments take effect constitutes acceptance - If you do not agree to amendments, you must close your account

We will provide notice of material changes via email or Platform notification.

24.3 Assignment

You may not assign, transfer, or delegate these MSB Terms or your account without our prior written consent.

We may assign or transfer these MSB Terms or your account to: - An Affiliate - A successor entity in a merger, acquisition, or sale of assets - Any third party with your consent

24.4 No Waiver

Our failure to enforce any provision of these MSB Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by us.

24.5 Severability

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

24.6 Interpretation

• Headings are for convenience only and do not affect interpretation

• “Including” means “including but not limited to”

• Singular includes plural and vice versa

• “You” includes your heirs, successors, and assigns (where permitted)

24.7 Third-Party Beneficiaries

These MSB Terms do not create any third-party beneficiary rights, except that our Affiliates and Partner Financial Institutions may enforce provisions intended for their benefit.

24.8 Relationship of Parties

These MSB Terms do not create any partnership, joint venture, employment, or agency relationship between you and Network Clearing LLC. You are an independent user of our services.

24.9 Communications

All notices and communications must be in writing: - To you: Via email to your registered email address, or via Platform notification - To us: Via email to support@networkclearing.us (example), or via postal mail to our registered address

Notices are deemed received: - Email: 24 hours after sending (if no bounce-back) - Postal mail: 3 business days after mailing

24.10 Language

These MSB Terms are drafted in English. If these MSB Terms are translated into any other language, the English version shall prevail in the event of any conflict or inconsistency.

24.11 Export Controls

You agree to comply with all applicable export control and economic sanctions laws. You will not use our services to export, re-export, transfer, or make available (whether directly or indirectly) any software, technology, or services to any person or entity in violation of such laws.

24.12 Anti-Corruption

You agree to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA). You will not, directly or indirectly, offer, pay, promise, or authorize payment of money or anything of value to any government official or any other person to improperly influence any act or decision to obtain or retain business.

24.13 Trade Compliance

You agree to comply with all applicable trade laws and regulations, including those administered by the U.S. Department of Commerce (Export Administration Regulations) and the U.S. Department of State (International Traffic in Arms Regulations).

24.14 Unclaimed Property

If your account becomes inactive and we are unable to contact you, your funds may be subject to unclaimed property or escheat laws. We will make reasonable efforts to contact you, but if you do not respond, we may be required to deliver your funds to the applicable state unclaimed property authority.

24.15 Complaints and Inquiries

If you have a complaint or inquiry: 1. Contact customer support via email, Platform, or phone 2. If unresolved, request escalation to a supervisor or compliance officer 3. If still unresolved, you may file a complaint with: - FinCEN: Contact via FRC@fincen.gov or (800) 949-2732 - Consumer Financial Protection Bureau (CFPB): Submit complaint at www.consumerfinance.gov/complaint - Your state’s financial regulator: Contact information available through your state’s government website

We will make good faith efforts to resolve complaints promptly and fairly.

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25. Acknowledgment and Consent

By clicking “I Agree,” opening an account, or using our services, you acknowledge that:

1. You have read, understood, and agree to be bound by these MSB Terms, the Master Terms, the Privacy Policy, and all other applicable policies and agreements.

2. You understand the risks associated with our services, including the risks described in Section 18 (Risk Disclosures).

3. You consent to electronic communications and to receiving all disclosures, agreements, and notices electronically through the Platform or via email.

4. You consent to arbitration and waive your right to trial by jury and participation in class actions (unless you opt out as provided in Section 22.2.4).

5. You understand that Network Clearing LLC is not a bank, and funds held with us (other than in Partner FI accounts) are not insured by the FDIC, SIPC, or any other government agency.

6. You understand that Virtual USD Accounts are provided by Partner Financial Institutions, and Network Clearing LLC acts as an introducer and coordinator.

7. You understand that Digital Assets are highly volatile and speculative, and you may lose all of your investment in Digital Assets.

8. You consent to our collection, use, and sharing of your personal information as described in the Privacy Policy.

9. You authorize us to conduct credit checks, KYC/AML screening, and ongoing monitoring of your account and transactions.

10. You represent and warrant that you are eligible to use our services, are not located in a prohibited jurisdiction, are not on any sanctions list, and are not engaged in any prohibited activities.

11. You understand your tax reporting obligations and that you are responsible for determining and paying all applicable taxes on your transactions.

12. You understand that we may amend these MSB Terms at any time, and continued use of services after amendments constitutes acceptance.

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IMPORTANT CONTACT INFORMATION:

Network Clearing LLC
[Registered Address]
[City, State, ZIP]

FOR QUESTIONS ABOUT THESE TERMS:
Email: legal@networkclearing.us
Phone: [Phone Number]
Address: [Full Registered Address]
Business Hours: [Hours] ([Timezone])

FOR CUSTOMER SUPPORT:
Email: support@networkclearing.us
Phone: [Phone Number]
Live Chat: Available through Platform
Hours: 24/7 (email/chat); Phone: [Business Hours] ([Timezone])

FOR COMPLIANCE INQUIRIES:
Email: compliance@networkclearing.us
Phone: [Phone Number]
Compliance Officer: [Name]

FOR DATA PRIVACY / GDPR / CCPA REQUESTS:
Email: privacy@networkclearing.us
Data Protection Officer: [Name]

REGULATORY INFORMATION:
FinCEN MSB Registration Number: [To Be Assigned]
Montana LLC Registration: [Registration Number]

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Last Updated: [Date]
Version: 1.0

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© 2025 Network Clearing LLC. All rights reserved.