1. Introduction and Acceptance

1.1 The Network Bank Group

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

The Network Bank Group comprises:

• The Network Bank (The Network Bank Ltd. Co.) - International banking services (Próspera ZEDE)
• The Network Labs Ltd. Co. - Brokerage and custody services (Próspera ZEDE)
• Network Clearing LLC - US payment and money services (USA)

(Collectively, the "Companies," "we," "us," or "our")

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

1.2 Agreement to Terms

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

1.2 Scope of Agreement

This Agreement establishes the general terms applicable to all users of the Platform. Your contractual relationship is with the specific entity or entities within The Network Bank Group that provide services to you.

Additional service-specific terms and conditions apply:

• Banking Services (provided by The Network Bank) are governed by the Bank Account Terms and Conditions
• Brokerage and Custody Services (provided by The Network Labs Ltd. Co.) are governed by the Brokerage/Custodian Terms and Conditions
• US Payment and Money Services (provided by Network Clearing LLC) are governed by the Money Services Business Terms and Conditions
• All services are also governed by our Privacy Policy and Cookies Policy

These service-specific terms are incorporated herein by reference. In the event of a conflict between this Agreement and service-specific terms, the service-specific terms shall prevail with respect to that particular service.

1.3 Affiliated Companies

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

1.4 Electronic Agreement

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

2. Definitions

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

3. Eligibility and Restrictions

3.1 General Eligibility

To use our Platform and Services, you must:

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

3.2 Restricted Jurisdictions

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

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

3.3 Prohibited Persons

You may not use our Services if you are:

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

3.4 Corporate and Entity Accounts

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

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

3.5 Verification of Eligibility

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

4. Account Registration and Security

4.1 Account Creation

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

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

4.2 Account Credentials

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

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

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

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

4.3 Account Monitoring

We reserve the right to monitor your Account for security, compliance, and risk management purposes. We may suspend, restrict, or terminate your Account if we detect:

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

4.4 One Account Per User

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

5. Acceptable Use and Prohibited Activities

5.1 Permitted Use

You may use the Platform and Services only for lawful purposes and in accordance with this Agreement. You agree to comply with all applicable laws, regulations, and rules.

5.2 Prohibited Activities

You shall not:

Illegal Activities:

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

Market Manipulation and Abuse:

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

Platform Abuse:

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

Account Misuse:

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

Content and Communication:

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

Circumvention:

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

5.3 Consequences of Prohibited Activities

Violation of these prohibitions may result in:

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

6. Intellectual Property Rights

6.1 Ownership

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

6.2 Limited License

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

You may not:

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

6.3 Trademarks

"The Network Bank," "The Network Labs," and all related logos, service marks, and trade names are our proprietary trademarks or those of our affiliates. You may not use these marks without our prior written permission.

6.4 User Content

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

You represent and warrant that:

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

6.5 Feedback

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

7. Privacy and Data Protection

7.1 Privacy Policy

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

7.2 Consent to Data Processing

You consent to:

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

7.3 Communications

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

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

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

8. Disclaimers and Warranties

8.1 "AS IS" and "AS AVAILABLE" Basis

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

8.2 Disclaimer of Warranties

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

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

8.3 Third-Party Services

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

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

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

8.4 No Investment Advice

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

You are solely responsible for:

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

8.5 Market Information Disclaimer

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

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

8.6 No Guarantee of Performance

We make no guarantees regarding:

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

9. Limitation of Liability

9.1 Liability Cap

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

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

9.2 Exclusion of Damages

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

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

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

9.3 Force Majeure

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

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

9.4 Blockchain and Digital Asset Risks

We shall not be liable for any losses arising from:

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

9.5 Third-Party Actions

We shall not be liable for:

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

9.6 Your Actions

We shall not be liable for any losses resulting from:

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

9.7 Essential Purpose

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

10. Indemnification

10.1 Your Indemnification Obligation

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

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

10.2 Defense of Claims

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

11. Dispute Resolution

11.1 Governing Law

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

11.2 Jurisdiction and Venue

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

11.3 Arbitration

All disputes must be resolved through binding arbitration:

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

11.4 Waiver of Class Actions

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

11.5 Informal Resolution

Before initiating formal proceedings, you agree to first contact us to attempt to resolve any dispute informally. We will likewise attempt to resolve disputes informally before initiating formal proceedings.

12. Termination and Suspension

12.1 Termination by You

You may terminate your Account at any time by:

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

We may require a reasonable period to process account closure.

12.2 Termination by Us

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

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

12.3 Effect of Termination

Upon termination:

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

12.4 No Liability for Termination

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

13. Fees and Payments

13.1 Fees

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

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

13.2 Changes to Fees

We reserve the right to change our fees at any time upon reasonable notice to you. Continued use of the Services after fee changes become effective constitutes your acceptance of the new fees.

13.3 Payment Authorization

By using the Services, you authorize us to:

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

13.4 Taxes

You are responsible for determining and paying any taxes applicable to your use of the Services, including income tax, capital gains tax, value-added tax, or other taxes. We may withhold or report taxes as required by applicable law.

14. Amendments and Modifications

14.1 Right to Amend

We reserve the right to modify, amend, or update this Agreement at any time in our sole discretion. We will provide notice of material changes by:

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

14.2 Effective Date of Changes

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

14.3 Acceptance of Amendments

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

14.4 Current Version

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

15. General Provisions

15.1 Entire Agreement

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

15.2 Severability

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

15.3 Waiver

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

15.4 Assignment

You may not assign, transfer, or delegate this Agreement or your rights or obligations hereunder without our prior written consent. We may freely assign this Agreement or any rights hereunder, in whole or in part, without notice or your consent, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

15.5 No Third-Party Beneficiaries

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

15.6 Relationship of the Parties

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

15.7 Language

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

15.8 Notices

All notices to us must be sent to:

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

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

15.9 Headings

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

15.10 Force Majeure

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

Acknowledgment

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