Last updated: July 23, 2026
Version: 2.1 (consolidated; Partner FI absorb)
Entity: Network Capital LLC (SEC-registered investment adviser; CRD 342019; SEC File 801-136233)

These Terms, Conditions, and Disclosures govern U.S. customer relationships with Network Capital LLC. They include client/advisory terms, investment account terms, cash management terms, investment advisory disclosures (including SEC/IAPD links), electronic communications / e-sign consent, partner / licensed financial institution disclosures, and Partner Financial Institution funds-transfer / ACH authorization terms.

Separate documents you also accept at onboarding:

1. Network Capital Privacy Policy (this entity’s privacy notice)
2. Agent of Payee Services Agreement (appointing Network Pay LLC and Network Clearing LLC)

SEC / IAPD public materials (also linked in Part D):

• IAPD Firm Summary (CRD 342019): https://adviserinfo.sec.gov/firm/summary/342019
• Form ADV Part 1 (CRD 342019): https://reports.adviserinfo.sec.gov/reports/ADV/342019/PDF/342019.pdf
• Form ADV Part 2A Brochure (version ID 1041286; fees in Item 5): https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=1041286
• Form CRS (CRD 342019; fee summary): https://reports.adviserinfo.sec.gov/crs/crs_342019.pdf

The versions currently posted on adviserinfo.sec.gov control over any offline copy.

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Part A — Client Terms and Advisory Agreement

1. Parties

These Client Terms and Advisory Agreement are between you (“Client,” “you,” or “your”) and Network Capital LLC (“Network Capital,” “we,” “us,” or “our”), an investment adviser registered with the U.S. Securities and Exchange Commission (CRD 342019). These terms govern your use of Network Capital investment advisory, investment account, cash management, and associated platform services.

Registration with the SEC does not imply any particular level of skill, training, approval, or endorsement by the SEC.

2. Agreement Structure

For U.S. customers, Network Capital is your primary advisory and platform relationship. Network Capital may make investment account, cash management, payment, transfer, card, sweep, custody, settlement, conversion, and related services available through affiliates and partners, including Network Pay LLC, Network Clearing LLC, program banks, custodians, broker-dealers, payment processors, card issuers, sponsor banks, cash sweep providers, and other licensed financial institution service providers.

As part of onboarding, you also accept the Agent of Payee Services Agreement appointing Network Pay LLC and Network Clearing LLC as your agents of payee for merchant / payment-acceptance services. Those affiliates act under the Agent of Payee Services Agreement for merchant / payment-acceptance services. Other affiliates and partners may act as service providers under Part F of this document.

The Network Bank Ltd. Co. and The Network Labs Ltd. Co. are not your banking or brokerage relationship for this U.S. Network Capital route. Your contractual relationship for advisory and platform services under this Agreement is with Network Capital LLC.

If a product-specific agreement, partner agreement, cardholder agreement, brokerage/custody agreement, payment disclosure, or cash management disclosure applies to a feature, that more specific document controls for that feature.

3. Acceptance

By opening an account, submitting an application, clicking “I agree,” signing electronically, or using the services, you agree to these terms and any related disclosures (including Form ADV and Form CRS), privacy notices, electronic communications consent, partner-provider disclosures, Agent of Payee appointment, and product-specific agreements presented to you.

If you do not agree, you must not open or use an account.

4. Services

Network Capital may provide investment advisory services, portfolio tools, cash management access, account opening support, account monitoring, customer support, technology interfaces, and related services. Services may include discretionary or non-discretionary advisory programs if separately described in your program materials, including:

• Algorithmic or model ETF basket programs (discretionary or rules-based strategies described in program materials); and
• Self-managed investment sleeves in which you direct or approve trades within the account structure offered to you.

Network Capital may also coordinate with affiliates and third-party service providers, including:

• Custodians, broker-dealers, execution venues, transfer agents, and portfolio infrastructure providers.
• Program banks, cash sweep providers, sponsor banks, FBO or custodial account providers, and bank technology providers.
• Network Clearing LLC for money transmission, digital asset conversion, virtual USD account access, card program support, foreign exchange, funds transfer, and settlement functionality where offered.
• Network Pay LLC for fiat payment collection, checkout, billing, payment authorization, and payment servicing under your Agent of Payee appointment.
• Card issuers, card networks, payment processors, ACH processors, wire providers, fraud tools, KYC/KYB vendors, sanctions screening providers, cloud providers, and other licensed financial institution service providers.

5. No Foreign Account for FBAR / FATCA Purposes

Important tax and reporting disclosure for U.S. persons:

Your Network Capital advisory relationship, investment account, cash management features, algorithmic ETF basket programs, and self-managed investment sleeves are U.S. customer relationships with Network Capital LLC and, as applicable, U.S. custodians, broker-dealers, program banks, and U.S.-regulated affiliates (including Network Pay LLC and Network Clearing LLC).

By opening and using these services, you acknowledge and agree that Network Capital is not establishing a foreign financial account for you at The Network Bank Ltd. Co., The Network Labs Ltd. Co., or any other non-U.S. Network group entity for purposes of the Report of Foreign Bank and Financial Accounts (FBAR, FinCEN Form 114) or FATCA (including Form 8938) solely by reason of your Network Capital account relationship. On this U.S. route, account assets and cash balances are held, custodied, swept, or processed through U.S. custodians, broker-dealers, program banks, and U.S. affiliates as described in Parts B and C of these Terms and applicable partner agreements—not through a deposit or brokerage account at The Network Bank Ltd. Co. or The Network Labs Ltd. Co.

This acknowledgment does not constitute tax advice. You remain solely responsible for your own tax reporting. If you independently maintain accounts with foreign institutions (including The Network Bank Ltd. Co. or The Network Labs Ltd. Co. outside this U.S. relationship), those separate relationships may have different reporting consequences.

6. Service Delivery Models

Services may be delivered through one or more models:

• Direct advisory services: Services provided by Network Capital in its capacity as an SEC-registered investment adviser.
• Affiliate-supported services: Services provided or supported by Network group affiliates, including Network Pay and Network Clearing, under their own regulatory status, agency authority, MSB registration, or service provider role.
• Partner financial institution arrangements: Services provided through banks, broker-dealers, custodians, card issuers, payment processors, sweep providers, sponsor banks, or other licensed providers.
• Technology and coordination services: Services where Network Capital provides onboarding, support, dashboard access, instructions, routing, recordkeeping, or customer experience while another provider performs the regulated function.

The applicable service provider, account structure, and controlling terms may vary by product, transaction, and eligibility.

7. No Guarantee

Investment advisory services involve risk. Network Capital does not guarantee any investment result, return of principal, particular tax or cash management outcome, or continuous availability of any investment, cash management, sweep, custody, or partner service. You may lose money, including principal.

8. Account Eligibility

You must satisfy all eligibility, identity verification, sanctions screening, suitability or program eligibility, risk review, tax certification, and account documentation requirements. We may decline, suspend, restrict, or close an account where required or permitted by law, by partner requirements, by risk policy, or by these terms.

9. Advisory Relationship

Network Capital provides advisory services only as described in the applicable program documents, disclosures, and account materials. Unless expressly agreed in writing, Network Capital does not provide legal, tax, accounting, estate planning, or insurance advice, or advice about assets held outside the program.

You are responsible for determining whether the services are appropriate for your financial situation, objectives, liquidity needs, tax position, and risk tolerance.

10. Client Information

You agree to provide accurate, current, and complete information, including identity, contact, tax, financial, investment objective, risk tolerance, income, net worth, liquidity, account purpose, and other information requested during onboarding or account review. You must promptly update information that becomes inaccurate. Network Capital may rely on the information you provide until updated.

11. Investment Authority

If you enroll in a discretionary advisory program (including an algorithmic or model ETF basket program), you authorize Network Capital or its designated personnel, systems, or service providers to manage assets in your account according to the applicable program strategy, constraints, and disclosures. If you enroll in a self-managed or non-discretionary sleeve, you remain responsible for directing or approving transactions unless otherwise stated.

Any discretionary authority, trading authority, rebalancing authority, or cash management authority must be described in the applicable program documents.

12. Custody, Brokerage, and Partner Providers

Assets may be custodied, carried, swept, executed, cleared, settled, or otherwise supported by third-party providers, including Partner Financial Institutions. For standard Partner Financial Institution funds-transfer, ACH, wire, settlement, FBO, and related rails offered through the platform, the material customer terms are absorbed in Part F and Part G of this document — you are not required to accept a separate Partner Bank funds-transfer pack at onboarding for those rails. Specialty products (for example, certain cardholder agreements or issuer-required card terms) may still present product-specific terms when legally required. Network Capital is not responsible for a provider’s failure except to the extent required by law or expressly stated in a written agreement.

Partner providers may impose eligibility rules, transaction limits, fees, holds, restrictions, account closures, settlement timing, documentation requirements, and dispute procedures.

13. Cash Management and Payment Services

Cash management services may be offered through program banks, payment providers, sweep arrangements, custody providers, Network Pay, Network Clearing, or other partners. Cash management services are not a bank account at Network Capital unless expressly stated. Deposit insurance, securities protection, ownership treatment, and insolvency treatment depend on the account structure and provider.

Cash management terms appear in Part C of this document. Merchant / payment-acceptance services are governed by the Agent of Payee Services Agreement (Network Pay LLC and Network Clearing LLC).

14. Fees and Compensation

You agree to pay the advisory and related fees described in Form ADV Part 2A (Item 5) and summarized in Form CRS, as currently published on the SEC’s Investment Adviser Public Disclosure website:

• Form ADV Part 2A: https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=1041286
• Form CRS: https://reports.adviserinfo.sec.gov/crs/crs_342019.pdf
• Firm IAPD page: https://adviserinfo.sec.gov/firm/summary/342019

You may also incur custody, brokerage, transfer, card, merchant/payment, spread, and other third-party charges disclosed in partner or affiliate terms or at the time of a transaction. Network Capital and its affiliates may receive compensation from advisory fees, platform fees, affiliate services, service providers, cash sweep arrangements, payment activity, technology services, or other permitted sources. Conflicts and compensation arrangements are disclosed in Form ADV Part 2A and Form CRS.

15. Conflicts of Interest

Network Capital, its affiliates, and service providers may have conflicts of interest, including incentives to recommend or use affiliated services, Network Pay, Network Clearing, partner providers, cash sweep arrangements, model portfolios, payment rails, card programs, virtual account structures, or technology services. Network Capital will manage conflicts in accordance with its fiduciary duties and Form ADV disclosures. Material conflicts are described in Form ADV Part 2A and Form CRS (see links in Section 14).

16. Customer Instructions

You are responsible for reviewing instructions before submitting them. We may rely on instructions submitted through your authenticated account, by authorized users, or through approved channels. We may reject, delay, reverse, or require confirmation of instructions for risk, compliance, partner, legal, or operational reasons.

17. Withdrawals, Transfers, and Account Restrictions

Withdrawals, transfers, sales, liquidations, card transactions, ACH, wires, and other movements may be subject to market conditions, settlement cycles, holds, partner limits, fraud controls, sanctions screening, tax withholding, or legal restrictions.

18. Statements and Confirmations

You agree to review statements, confirmations, notices, and account information promptly. You must report suspected errors, unauthorized activity, or discrepancies within the timeframe stated in the applicable account or partner materials.

19. Taxes

You are responsible for taxes arising from your account, investments, transactions, interest, dividends, gains, losses, payments, transfers, and cash management activity. Network Capital does not provide tax advice. See Section 5 regarding FBAR/FATCA structuring of this U.S. relationship.

20. Prohibited Activity

You may not use the services for unlawful activity, fraud, sanctions evasion, market manipulation, abusive trading, money laundering, terrorist financing, prohibited businesses, unauthorized access, or activity that violates these terms, partner rules, or applicable law.

21. Privacy and Data Sharing

Your information is processed as described in the Network Capital Privacy Policy and may be shared among Network group affiliates and with service providers as needed to provide, monitor, support, and improve the services and as required by law.

22. Termination

You may close your account subject to settlement, liquidation, outstanding obligations, fees, holds, tax reporting, regulatory retention, and partner requirements. Network Capital may suspend, restrict, or terminate services where permitted or required by law, partner requirements, risk policy, or these terms.

23. Limitation of Liability

To the fullest extent permitted by applicable law, Network Capital is not liable for indirect, incidental, special, consequential, punitive, lost profit, lost opportunity, market loss, third-party provider failure, or technology interruption damages, except where prohibited by law or caused by conduct for which liability cannot be limited.

24. Changes

We may update these terms by providing notice as required by law or by the applicable agreement. Continued use of the services after an effective change constitutes acceptance where permitted by law.

25. Governing Law and Dispute Resolution

These terms are governed by the laws of the State of Delaware, USA, without regard to conflicts principles, except where federal investment adviser law applies. Except where prohibited by law or by a non-waivable right under the Investment Advisers Act of 1940, disputes arising out of these terms shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in English, with the seat in Wilmington, Delaware, unless the Parties agree otherwise. Class actions and class arbitration are waived to the fullest extent permitted by law. Nothing in this section limits remedies available under the Investment Advisers Act or other non-waivable federal rights.

26. Contact

Questions may be directed to support@networkcap.us, (415) 734-1666, the contact channel in your account or onboarding flow, or the contact information in Form ADV / Form CRS at https://adviserinfo.sec.gov/firm/summary/342019.

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Part B — Investment Account Terms

1. Scope

These Investment Account Terms apply to investment accounts opened or accessed through Network Capital LLC. They supplement the Network Capital Client Terms and Advisory Agreement, applicable advisory disclosures (including Form ADV and Form CRS), custody or brokerage agreements, Network Capital Privacy Policy, cash management terms, Agent of Payee Services Agreement, and partner provider terms.

Investment account services may use Network Pay LLC for fiat payment collection as an authorized agent of payee and Network Clearing LLC for money movement, virtual USD account access, card access, digital asset conversion, funds transfer, foreign exchange, and settlement under its MSB and partner financial institution framework.

2. Account Opening

Account opening is subject to identity verification, sanctions screening, tax certification, suitability or program eligibility review, custodial or brokerage approval, risk review, and receipt of all required documentation. We or our partners may decline an account at any time where permitted or required by law.

3. Account Types

Available account types may change and may include individual, joint, entity, retirement, advisory, brokerage, custody, cash, sweep, or other accounts only if expressly supported. Some account types may require separate agreements.

4. Investment Programs and Sleeves

Investment programs available through your account may include, where offered and approved for you:

• Algorithmic or model ETF basket programs — discretionary or rules-based strategies that allocate among ETFs or other permitted instruments according to program materials, risk parameters, and rebalancing rules.
• Self-managed investment sleeves — sleeves in which you direct or approve purchases, sales, and allocations within the permitted instrument universe and account controls.
• Other advisory, model, or hybrid programs described in your program materials.

Program details, eligibility, fees, and risks are described in the applicable program materials and disclosures. Network Capital does not guarantee performance of any program or sleeve.

5. No Foreign Account via This Route

Investment accounts on the Network Capital route are custodied and carried through U.S. custodians, broker-dealers, and related U.S. partners as described in your account materials. These accounts do not establish a foreign financial account at The Network Bank Ltd. Co. or The Network Labs Ltd. Co. for FBAR or FATCA purposes. See Part A of this document. This is not tax advice.

6. Orders, Trading, and Rebalancing

Transactions may be placed, routed, executed, allocated, rebalanced, or rejected according to the applicable program design, account agreement, market conditions, trading windows, liquidity, risk controls, partner requirements, and applicable law.

For algorithmic or model ETF basket programs, rebalancing may occur automatically according to program rules. For self-managed sleeves, you are responsible for your trading decisions within the sleeve.

Network Capital does not guarantee execution at any particular price, timing, yield, or market outcome.

7. Custody, Brokerage, and Service Providers

Securities, cash, digital assets, or other assets may be held or carried by custodians, broker-dealers, banks, Network Clearing, Network Pay, program banks, card issuers, payment processors, sweep providers, or other partners. Material Partner Financial Institution funds-transfer and related bank-rail terms for standard platform features are absorbed in Parts F and G. Separate specialty product terms (such as certain cardholder agreements) may still apply when presented for that product. Those providers may impose their own fees, limitations, dispute procedures, operational rules, holds, settlement timing, and eligibility requirements.

Where cash or transaction features use virtual USD, FBO, custodial, sweep, segregated, or omnibus structures, the rights and protections for those funds depend on the specific provider, records, account structure, and applicable law.

8. Deposits, Withdrawals, Payments, and Transfers

Deposits, withdrawals, ACATS transfers, wires, ACH, card activity, bill payments, payment collections, liquidations, internal transfers, digital asset conversions, stablecoin movements, and other movements may be subject to settlement timing, holds, account restrictions, market liquidity, partner requirements, transfer limits, tax withholding, risk review, chargebacks, reversals, returns, sanctions screening, AML review, and legal process.

If a payment is processed through Network Pay as agent of payee under your Agent of Payee appointment, the Payor’s payment obligation may be satisfied upon Network Pay’s receipt. If a movement is processed through Network Clearing, the transaction may be subject to Network Clearing’s MSB terms, partner FI arrangements, transaction limits, and compliance review.

9. Voting, Corporate Actions, and Income

Proxy voting, corporate actions, dividends, interest, distributions, tax forms, and similar account events will be handled according to the applicable advisory program, custody agreement, brokerage agreement, or partner procedures.

10. Account Monitoring

Account monitoring depends on the program. Network Capital may monitor advisory and algorithmic/model programs for rebalancing, drift, restrictions, or other program criteria, but does not guarantee continuous monitoring unless expressly stated. Self-managed sleeves are monitored only as described in program materials (which may be limited).

11. Restrictions

You may request reasonable investment restrictions where supported. Network Capital may reject restrictions that are inconsistent with the program, operationally impractical, illegal, or unsupported by a partner provider.

12. Statements, Confirmations, and Tax Documents

Statements, confirmations, and tax documents may be provided electronically by Network Capital, a custodian, broker-dealer, bank, or other partner. You must promptly review account records and report errors or unauthorized activity.

13. Margin and Credit

Margin, securities-backed credit, overdraft, or other credit features are not available unless separately approved and governed by separate terms. Investment losses can exceed account equity if credit features are used.

14. Account Closure

Account closure may require liquidation, settlement, transfer, tax reporting, fee payment, partner approval, and satisfaction of holds or legal obligations. Network Capital or a partner may restrict or close an account where permitted or required by law.

15. Risk Acknowledgment

You acknowledge that investments can lose value and that account services may be affected by market, liquidity, counterparty, custody, bank, brokerage, payment processor, card network, Network Pay, Network Clearing, partner financial institution, technology, cybersecurity, regulatory, tax, and operational risks. Algorithmic and model strategies involve model, tracking, rebalancing, and implementation risk. Self-managed sleeves involve investor decision risk.

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Part C — Cash Management Terms

1. Scope

These Cash Management Terms apply when you use cash management features made available through Network Capital LLC. Cash management features may include cash balances, sweep arrangements, transfers, payments, card access, bill payment, cash movement, account linking, wallet functionality, or other related features.

Features may be provided by Network Capital, Network Pay LLC, Network Clearing LLC, program banks, custodians, payment processors, card issuers, broker-dealers, sponsor banks, sweep providers, and other licensed financial institution service providers.

Network Pay and Network Clearing may support payment collection, money movement, virtual USD account access, card access, funds transfer, digital asset conversion, foreign exchange, settlement, or related services under their own terms and, for merchant / payment-acceptance activity, under the Agent of Payee Services Agreement you accept at onboarding.

2. Relationship to Other Terms

These terms supplement the Network Capital Client Terms and Advisory Agreement, Network Capital Privacy Policy, electronic communications consent, partner provider disclosures, Partner Financial Institution Funds Transfer and ACH Authorization (Part G), Agent of Payee Services Agreement, and any specialty product terms presented for a specific feature. If there is a conflict, the more specific cash management, Part G, custody, payment, MSB, card, or sweep terms control for the relevant service.

3. No Bank Account at Network Capital; No Foreign Bank Account via This Route

Network Capital is an investment adviser, not a bank. Unless a separate agreement expressly states otherwise, cash management balances are not deposits at Network Capital. Banking, custody, sweep, payment, card, and settlement services may be provided by third parties.

For U.S. persons: Cash management features on the Network Capital route are provided through U.S. program banks, U.S. custodians/broker-dealers, and U.S. affiliates (including Network Pay LLC and Network Clearing LLC) as described in your account materials. These features do not establish a foreign financial account at The Network Bank Ltd. Co. or The Network Labs Ltd. Co. for FBAR or FATCA purposes. See Part A of this document for the full acknowledgment. This is not tax advice.

Deposit insurance, securities investor protection, pass-through insurance, custody treatment, and insolvency treatment depend on the provider, account type, program structure, titling, records, and applicable law. Not every balance, asset, transaction, or service is eligible for insurance or protection.

4. Service Delivery Models

Cash management features may be delivered through:

• Program bank or sweep arrangements: Eligible cash may be placed at banks or sweep vehicles under their terms.
• Partner financial institution arrangements: Virtual accounts, card access, and payment rails may be provided by regulated banks, payment institutions, sponsor banks, card issuers, or other licensed providers.
• Network Clearing-supported services: Network Clearing may provide or coordinate MSB services, funds transfer, digital asset conversion, foreign exchange, virtual USD account access, card support, settlement support, and related services under its regulatory framework and partner FI arrangements.
• Network Pay-supported services: Network Pay may collect fiat payments as an authorized agent of payee for you as Principal, process payments through authorized processors, and hold collected funds in segregated FBO or similar accounts pending settlement where applicable.
• Custody and brokerage arrangements: Investment account cash may be held, swept, invested, or transferred through custodians, broker-dealers, or other account providers.

5. Cash Sweep and Program Banks

If a cash sweep is available, eligible cash may be moved to one or more program banks or other sweep vehicles. Sweep availability, rates, limits, insurance eligibility, program banks, and timing may change. You may be required to review and accept additional sweep disclosures.

Interest rates, yields, or other benefits are variable unless expressly stated otherwise. Fees, spreads, partner compensation, and affiliate compensation may reduce returns.

6. Transfers and Payments

Transfers and payments may be made through ACH, wire, card networks, internal transfer, ledger transfer, stablecoin or digital asset rails, or other supported rails. Availability depends on your eligibility, account status, provider support, compliance review, and applicable law.

Transfers may be delayed, rejected, reversed, returned, limited, or held for identity, sanctions, fraud, AML, or risk review; insufficient or unsettled funds; incorrect instructions; partner or network rules; legal process; or operational, technology, market, or liquidity issues.

7. Virtual USD, FBO, and Segregated Account Structures

Cash management features may use virtual USD accounts, FBO accounts, custodial accounts, omnibus accounts, segregated accounts, sweep accounts, or similar structures. The name shown in the user interface may not identify the legal holder, bank, custodian, processor, or sponsor bank for every feature.

Where a Partner Financial Institution holds funds, that partner’s terms and regulatory oversight apply. Where Network Pay collects funds as agent of payee, collected funds may be treated as the Principal’s funds upon receipt under the Agent of Payee Services Agreement. Where Network Clearing coordinates MSB services, transfer, conversion, settlement, and custody features may be subject to Network Clearing’s MSB terms and partner FI arrangements.

8. Card and Access Device Features

If card or access device features are offered, they may be issued or supported by a card issuer, program manager, processor, card network, sponsor bank, or other partner. Card use may be subject to separate cardholder agreements, fees, transaction limits, merchant category restrictions, chargeback rules, authorization holds, and dispute procedures.

9. Settlement and Availability

Cash availability may differ from displayed balances. Certain funds may be pending, unsettled, subject to holds, reserved for transactions, or unavailable for withdrawal. Securities transactions, investment activity, deposits, payments, card authorizations, chargebacks, returns, and partner processing can affect availability.

10. Fees

Advisory and account-level fees applicable to your Network Capital relationship (including how cash balances in the account are treated for fee calculation, where applicable) are disclosed in Form ADV Part 2A (Item 5) and Form CRS:

• Form ADV Part 2A
• Form CRS

Cash management features may also involve transfer fees, card fees, foreign exchange fees, wire fees, returned payment fees, expedited processing fees, spread, partner fees, or other charges disclosed by the applicable partner or at the time of the transaction.

11. Errors, Reversals, and Unauthorized Activity

You must promptly review account activity and report suspected errors, unauthorized transactions, lost credentials, compromised devices, incorrect instructions, or unrecognized charges. Rights, deadlines, provisional credits, reversals, chargebacks, investigations, and dispute procedures depend on the transaction type, provider, account type, network rules, Part G, and applicable law.

For unauthorized ACH transfers initiated through Partner Financial Institution rails under Part G, notify us as soon as possible and no later than two (2) business days after the transaction was processed so that a return can be pursued under applicable NACHA rules for business entries. For other errors, contact us as soon as you become aware — ideally the same day — so that cancellation or reversal can be attempted before applicable bank processing cut-offs. If you become aware of or suspect fraudulent access or activity, notify us within twenty-four (24) hours. Failure to notify us within these windows may significantly limit recovery options even if the transaction is later determined to have been unauthorized.

12. Limits and Restrictions

We or our partners may impose limits on balances, transfers, payments, card activity, withdrawals, deposits, linked accounts, counterparties, currencies, jurisdictions, transaction frequency, and transaction size. Limits may change without prior notice where permitted by law.

13. Prohibited Uses

You may not use cash management services for unlawful activity, money laundering, sanctions evasion, fraud, gambling where prohibited, illegal goods or services, market manipulation, evasion of investment restrictions, or activity prohibited by Network Capital, an affiliate, or a partner provider.

14. Taxes

You are responsible for taxes associated with interest, yield, rewards, transfers, investments, payments, gains, losses, withholding, and reporting. Network Capital does not provide tax advice.

15. Changes and Termination

Cash management features may be changed, suspended, restricted, or terminated at any time where permitted by law, including due to partner changes, risk review, account closure, regulatory requirements, or product updates.

16. Contact

Questions about cash management services may be directed to support@networkcap.us, (415) 734-1666, or the support channel in your account.

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Part D — Investment Advisory Disclosures and SEC / IAPD Materials

1. SEC Registration

Network Capital LLC is an investment adviser registered with the U.S. Securities and Exchange Commission (CRD 342019; SEC File 801-136233). Registration does not imply that the SEC has approved Network Capital, endorsed its services, or determined that Network Capital has achieved any particular level of skill or training.

Public firm page (IAPD): https://adviserinfo.sec.gov/firm/summary/342019

2. Important Documents (SEC / FINRA Hosted)

Before or at account opening, you should review the following publicly hosted SEC Investment Adviser Public Disclosure (IAPD) materials. The versions currently posted on adviserinfo.sec.gov control over any offline or previously delivered copy.

• Form ADV Part 1 (firm filing PDF): https://reports.adviserinfo.sec.gov/reports/ADV/342019/PDF/342019.pdf
• Form ADV Part 2A brochure (fees in Item 5; BRCHR_VRSN_ID 1041286 — current version on IAPD controls): https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=1041286
• Form CRS (Client Relationship Summary; includes fee summary): https://reports.adviserinfo.sec.gov/crs/crs_342019.pdf
• IAPD firm summary: https://adviserinfo.sec.gov/firm/summary/342019

Also review, as presented at onboarding:

• Form ADV Part 2B brochure supplement, where applicable (available via the firm IAPD page when filed).
• Client Terms and Advisory Agreement.
• Investment Account Terms and Cash Management Terms.
• Network Capital Privacy Policy.
• Agent of Payee Services Agreement and Network Pay / Network Clearing disclosures.
• Partner and Licensed Financial Institution Service Provider Disclosure.
• Electronic Communications and E-Sign Consent.
• Custody, brokerage, cash management, sweep, or other partner disclosures as applicable.

These disclosures should be reviewed together. You may also research the firm at Investor.gov/CRS.

3. Fiduciary Duty

When Network Capital provides investment advisory services, it is subject to fiduciary duties under applicable investment adviser law. Network Capital must act in your best interest when providing advisory services, disclose material conflicts of interest as required, and provide advice consistent with the Advisers Act, Form ADV, and the information you provide.

4. Investment Programs

Programs may include algorithmic or model ETF basket strategies and self-managed investment sleeves. Each involves different levels of Network Capital discretion, monitoring, and investor responsibility. Review program materials carefully before enrolling.

5. Investment Risk

Investing involves risk. You may lose money, including principal. Risks may include market, liquidity, interest rate, inflation, credit, counterparty, currency, concentration, technology and operational, cybersecurity, custody and brokerage, model/tracking/rebalancing (for algorithmic programs), and digital asset or stablecoin risk where applicable.

Past performance does not guarantee future results.

6. No Tax, Legal, or Accounting Advice; FBAR / FATCA

Network Capital does not provide tax, legal, or accounting advice. You should consult your own advisers regarding your specific circumstances.

U.S. account structure: Network Capital’s U.S. customer investment account and cash management services do not establish a foreign financial account at The Network Bank Ltd. Co. or The Network Labs Ltd. Co. for FBAR or FATCA purposes. See Part A of this document.

7. Conflicts of Interest

Network Capital, its affiliates, and partners may have conflicts of interest. Examples may include:

• Compensation from advisory fees, platform fees, cash management activity, sweep arrangements, affiliate services, merchant/payment activity, or third-party providers.
• Use of affiliated technology, Network Pay, Network Clearing, affiliates, or partner service providers.
• Different compensation across products, services, or account structures.
• Operational incentives to use particular payment rails, virtual USD structures, FBO or custodial accounts, card programs, cash sweep providers, broker-dealers, custodians, or partner financial institutions.
• Personal trading or outside business activities by personnel.

Network Capital must disclose material conflicts and seek to manage them consistent with applicable law and fiduciary obligations. See Form ADV Part 2A (Items 10 and 11) and Form CRS at the links in Section 2.

8. Custody, Brokerage, Cash Sweep, and Payment Service Providers

Network Capital may rely on custodians, broker-dealers, program banks, cash sweep providers, Network Pay, Network Clearing, payment processors, card issuers, sponsor banks, and other financial institution service providers. These providers may have their own fees, agreements, risks, limits, protections, holds, reversals, settlement timing, and dispute procedures.

Network Pay may support fiat payment collection as an authorized agent of payee under the Agent of Payee Services Agreement. Network Clearing may support MSB services, virtual USD account access, card access, funds transfer, foreign exchange, digital asset conversion, and settlement through its own regulatory framework and partner financial institution arrangements. These services are not investment advice and are not provided by Network Capital in its capacity as investment adviser unless specifically described in an advisory program.

Standard Partner Financial Institution funds-transfer and bank-rail terms are absorbed in Parts F and G of this document. Review any specialty product terms presented for a specific feature before using that feature.

9. Account Information and Suitability

Network Capital may rely on the information you provide about your identity, financial situation, investment objectives, risk tolerance, liquidity needs, tax status, time horizon, investment restrictions, and other account information. Inaccurate or outdated information may affect the advice or service provided.

10. Fees and Expenses

Fees and expenses reduce returns. Network Capital’s advisory fee schedule and related fee disclosures are set out in Form ADV Part 2A (Item 5) and summarized in Form CRS (see the public links in Section 2). You may also incur custodian fees, brokerage commissions (including on self-directed sleeve trades), wire or transfer fees, foreign exchange fees, account facilitation fees, internal expenses of ETFs or funds, merchant/payment fees charged by affiliates under separate terms, and other third-party costs. Those costs reduce returns.

A separate standalone Network Capital fee schedule document is not required for onboarding when the current ADV/CRS fee disclosures are provided via the links above.

11. No FDIC or SIPC Coverage for All Products

Different protections may apply to different assets, account structures, and providers. Securities investor protection, deposit insurance, pass-through insurance, FBO account treatment, segregated account treatment, partner bank protections, or other protections may be unavailable or limited. Digital assets, stablecoins, cash management balances, payment balances, card balances, pending transfers, unsettled funds, and certain investments may not be insured or protected.

12. Affiliate and Merchant Services

You accept direct Network Pay and Network Clearing Agent of Payee terms as part of onboarding so that those affiliates are appointed as your agents for merchant / payment-acceptance services. That appointment is separate from Network Capital’s advisory capacity. Review the Agent of Payee Services Agreement and affiliate privacy/legal notices.

13. Complaints and Questions

Complaints or questions may be directed to support@networkcap.us, (415) 734-1666, the contact channel in your account, or the contact information in Form ADV / Form CRS. You may also use resources at Investor.gov/CRS and the firm IAPD page linked in Section 2.

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Part E — Electronic Communications and E-Sign Consent

1. Consent

By opening an account, submitting an application, clicking “I agree,” checking an acceptance box, or otherwise accepting this consent, you agree to receive communications electronically and to use electronic signatures and records in connection with services provided by the applicable Network group entities and, where applicable, their Partner Financial Institutions (as defined in Part F), which may include:

• Network Capital LLC;
• The Network Bank Ltd. Co.;
• The Network Labs Ltd. Co.;
• Network Pay LLC;
• Network Clearing LLC; and
• Partner Financial Institutions that provide, support, or settle banking, payment, ACH, wire, FBO, custody, sweep, card, or related services for your account through the platform.

Your affirmative consent permits Network group entities and Partner Financial Institutions to provide Covered Items electronically, enables you to sign and authorize records electronically through the platform, and allows Network group entities and Partner Financial Institutions to collect such electronic signatures. If you do not consent to electronic delivery, you will not be able to use platform services that require electronic communications.

2. Scope of Electronic Communications

Electronic communications (“Covered Items”) may include account agreements, terms and conditions, disclosures, privacy notices, Form ADV / Form CRS materials (for Network Capital customers), statements, confirmations, tax documents (where legally permitted), fee schedules, notices of changes, security alerts, margin or maintenance notices, settlement notices, funds-transfer notices, collection or servicing communications, and other account or legal notices that Network group entities or Partner Financial Institutions are required or permitted to provide in writing.

Communications may be delivered by email, in-product messages, dashboard download, SMS (if you opt in), PDF or similar files, or other electronic channels associated with your account.

3. E-Sign Act and Similar Laws

You consent to electronic signatures and electronic records under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA) as adopted in applicable jurisdictions, and similar laws. Your electronic acceptance has the same legal effect as a handwritten signature.

4. Hardware and Software Requirements

To access and retain electronic communications, you generally need:

• A computer or mobile device with internet access;
• A current web browser or mobile application supported by the platform (cookies enabled; modern browsers that support current authentication methods recommended);
• A valid email address on file;
• The ability to view and retain Portable Document Format (PDF) files; and
• A printer, hard drive, or other storage device to retain copies.

You represent that you have the hardware, software, email address, and capacity described above. We may update these requirements. If you cannot meet them, you may be unable to open or maintain an account that depends on electronic delivery.

5. Paper Copies

You may request a paper copy of certain documents by contacting support. We may charge a reasonable fee for paper copies where permitted by law. Requesting paper copies does not withdraw your consent to electronic delivery for future communications unless you expressly withdraw consent as described below. We reserve the right to provide Covered Items in paper form at our discretion even if you have consented to electronic delivery (for example, system outage or suspected fraud).

6. Withdrawing Consent

You may withdraw this consent by contacting the support channel for your account. Withdrawal may result in account closure or restriction if we or a Partner Financial Institution cannot legally or operationally provide the services without electronic delivery. Withdrawal does not affect the legal effectiveness of electronic records or signatures provided before withdrawal.

7. Keeping Contact Information Current

You must keep your email address and other contact information current. Notices sent to the email or account channel on file are deemed received when sent, whether or not you read them. If we send an electronic Communication but you do not receive it because your email address is incorrect, out of date, or blocked, we will still be deemed to have provided the Communication to you.

8. Multiple Entities and Partner Financial Institutions

Because services may be provided by more than one Network group entity and by Partner Financial Institutions, this consent applies to electronic communications and signatures for each Network group entity whose terms you accept in the same onboarding or account flow (including Agent of Payee acceptance with Network Pay and Network Clearing) and for Partner Financial Institutions delivering services under Parts F and G.

9. Contact

Questions about electronic delivery may be directed to the support channel shown in your account or onboarding materials.

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Part F — Partner and Licensed Financial Institution Service Provider Disclosure

1. Purpose

The Network group provides integrated technology, financial, payment, investment, cash management, and related services through its own affiliates and through third-party service providers. This disclosure explains that some services may be performed, supported, held, cleared, settled, executed, processed, issued, or otherwise provided by partners, including licensed financial institution service providers (“Partner Financial Institutions” or “Partners”), and by unaffiliated third-party financial institutions, service providers, and vendors.

Absorb model. For standard Partner Financial Institution banking, payment, ACH, wire, FBO settlement, funds-transfer, sweep, and related rails offered through the platform, the material customer-facing terms are incorporated into these Terms (including Part G) and the Network Capital Privacy Policy. You are not required to accept a separate Partner Bank or Partner Financial Institution funds-transfer agreement, privacy pack, or other partner clickwrap at onboarding for those standard rails.

This disclosure supplements your Network Capital primary customer terms and the Agent of Payee Services Agreement with Network Pay LLC and Network Clearing LLC.

2. Network Group Affiliates

Depending on your customer profile, location, and selected services, your relationships may include:

• Network Capital LLC — Primary relationship for U.S. customers (SEC-registered investment adviser)
• The Network Bank Ltd. Co. — Primary relationship for non-U.S. customers (banking / platform)
• The Network Labs Ltd. Co. — Brokerage and custody for eligible non-U.S. customers
• Network Pay LLC — Agent of payee for fiat payment collection (direct appointment via Agent of Payee Services Agreement)
• Network Clearing LLC — Agent of payee / MSB services (direct appointment via Agent of Payee Services Agreement; FinCEN MSB)

Every customer accepts the Agent of Payee Services Agreement appointing Network Pay and Network Clearing as agents of payee for merchant / payment-acceptance services. Other affiliates may support your experience as service providers without changing your primary account entity.

3. Partner Service Providers and Vendors

Services may be provided, supported, or made available through Partner Financial Institutions and vendors, which may include:

• Banks, program banks, and sponsor banks.
• Broker-dealers, custodians, investment infrastructure providers, cash sweep providers, and execution venues.
• Payment processors, money transmission providers, settlement providers, card networks, card issuers, and acquiring banks.
• Stablecoin, digital asset, wallet, custody, exchange, liquidity, or blockchain infrastructure providers.
• KYC, KYB, sanctions screening, fraud prevention, identity verification, compliance, data processing, cloud hosting, analytics, customer support, and communications providers.
• Other licensed or regulated financial institution service providers and unaffiliated vendors.

Partner availability may vary by country, customer type, product, account status, risk review, and legal or regulatory requirements. When a Partner Financial Institution is named in your account materials, dashboard, or a product-specific disclosure (for example, a live sweep or deposit-insurance disclosure), that naming supplements — and does not replace — this Part F and Part G.

4. Direct vs. Service-Provider Relationships

Your use of the platform does not automatically create a direct retail banking relationship with every Partner Financial Institution involved in delivering a service.

For this product:

• U.S. customers have a direct contractual relationship with Network Capital LLC for advisory / platform services.
• All customers have a direct Agent of Payee appointment with Network Pay LLC and Network Clearing LLC.
• Partner Financial Institutions typically act as disclosed service providers, program banks, sponsor banks, custodians, or settlement banks supporting Network group entities. Where Part G applies, applicable Partner Financial Institutions are intended third-party beneficiaries of the customer authorizations, representations, indemnities, and limitations stated in Part G for the Bank Services described there.
• Your primary customer interface for Partner Financial Institution-supported funds-transfer and related Bank Services is the Network platform. Network Capital and/or its affiliates (including Network Clearing or Network Pay, as applicable) act as program manager or service provider to the Partner Financial Institution with respect to those Bank Services.

5. Incorporated Partner Terms; Limited Specialty Exceptions

5.1 Standard rails — incorporated. By accepting these Terms, you agree to the Partner Financial Institution terms absorbed in this Part F and Part G for standard funds-transfer, ACH, wire, payment, FBO settlement, sweep support, and related bank rails offered through the platform. No separate Partner Financial Institution funds-transfer pack is presented or required at onboarding for those rails.

5.2 Specialty products — limited exception. Certain specialty products may still require product-specific terms when required by law or by an issuer/network (for example, a cardholder agreement for a branded card program). If such specialty terms are required, they will be clearly presented for that product only and will not re-open a general Partner Bank onboarding pack for standard rails.

5.3 Conflict. If there is a conflict between general platform terms and Part G for Partner Financial Institution Bank Services, Part G controls for those Bank Services to the extent permitted by law. If specialty product terms conflict with these Terms for that specialty product, the specialty terms control for that product to the extent stated and permitted by law.

6. Custody, Settlement, and Movement of Funds

Funds, securities, digital assets, stored value, payment obligations, or other assets may be held, swept, transmitted, settled, converted, cleared, or custodied by one or more Partner Financial Institutions or other partners. The legal protections, timing, reversibility, insurance status, ownership treatment, insolvency treatment, and complaint rights may differ depending on the product, partner, jurisdiction, and account structure. Part G describes the FBO / settlement and authorization framework for Partner Financial Institution funds-transfer services.

7. Geographic Footprint and Privacy

Privacy practices differ by entity and geography. U.S. Network Capital customers should review the Network Capital Privacy Policy, which covers sharing with Partner Financial Institutions. Do not assume one privacy policy covers every affiliate.

8. Availability and Changes

Partner relationships, service providers, supported jurisdictions, account features, limits, fees, settlement rails, and eligibility criteria may change. Material changes to absorbed Partner Financial Institution terms will be made by updating these Terms (or Part G) and providing notice as required by law. A change in named program bank or operational provider may be disclosed in account materials without requiring a separate partner clickwrap for standard rails.

9. Risks and Limitations

Use of partner-supported services may involve risks, including provider outages, delays, holds, reversals, or declined transactions; eligibility restrictions or account closures required by a partner; legal or regulatory changes; cross-border transfer limitations; settlement delays, chargebacks, returns, disputes, or failed payments; and custody, market, liquidity, counterparty, technology, cybersecurity, and operational risks.

Network group entities and Partner Financial Institutions do not guarantee that any partner-supported service will remain available, uninterrupted, or suitable for your particular purpose. Network Capital expressly disclaims liability for Partner Financial Institution or third-party service failures except to the extent required by law or expressly assumed in a written agreement.

10. Questions

Questions about which entity provides a service or which absorbed Partner terms apply should be directed to the support or contact channel provided in your account, onboarding flow, or service documentation.

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Part G — Partner Financial Institution Funds Transfer and ACH Authorization

1. Scope and Parties

This Part G sets forth the terms that govern payment processing and funds-transfer services (“Bank Services”) made available through the Network platform and performed or supported by one or more Partner Financial Institutions (each, a “Bank” for purposes of this Part G).

This Part G forms part of your agreement with Network Capital LLC. Applicable Banks are intended third-party beneficiaries of the authorizations, representations, warranties, covenants, indemnities, and limitations in this Part G, and may enforce those provisions directly to the extent permitted by law. You are not required to enter into a separate Bank clickwrap for standard Bank Services covered by this Part G.

Network Capital and/or its affiliates (including Network Clearing LLC or Network Pay LLC, as applicable to the rail) act as the Bank’s service provider and program manager with respect to the Bank Services. The Network platform is the primary means by which you interface with the Bank in connection with the Bank Services.

2. Definitions

For purposes of this Part G:

• “Funding Account” means a commercial-purpose deposit or funding account in your name (or from which you are authorized to originate payments) from which funds are debited to initiate or complete a Transaction.
• “Settlement Account” means an FBO, custodial, omnibus, or similarly designated deposit account established and maintained by a Bank to receive funds and effect transfers on behalf of Network platform customers.
• “Recipient Account” means the deposit or wallet account into which a Transaction is credited.
• “Transaction” means a payment, transfer, return, reversal, or chargeback originated, received, processed, or executed by a Bank for you under this Part G.
• “Payment Network Rules” means the rules of applicable payment networks, including NACHA Operating Rules, Fedwire operating circulars, SWIFT rules, card-network rules, and similar rulebooks, as amended.

3. Commercial Purpose; Regulation E

You acknowledge and agree that:

1. Funding Accounts used for Bank Services are commercial-purpose accounts and are not established primarily for personal, family, or household purposes;
2. Neither Network Capital nor the Bank maintains an “account” for you within the meaning of Regulation E (12 C.F.R. Part 1005) solely by reason of the Bank Services described in this Part G, except where a consumer product is expressly offered under separate consumer disclosures;
3. You will not submit payment requests primarily for personal, family, or household purposes through these Bank Services; and
4. As a result, fund transfers under this Part G are generally not subject to Regulation E consumer error-resolution procedures, and you will not submit a payment request that would be a “remittance transfer” as defined under Regulation E unless a remittance product is expressly offered with required disclosures.

4. Authorization

By using Bank Services, you authorize:

1. Network Capital and its applicable affiliates to act as your agent and third-party sender (or to coordinate with a Bank that so acts) to initiate, process, and execute payment orders, wire transfers, ACH transactions, and other payment instructions you submit through the platform;
2. The Bank to originate electronic fund transfers from the Funding Account to the Settlement Account, and from the Settlement Account to the Recipient Account, by ACH, wire, or other method determined by the Bank; and
3. Network Capital and its affiliates to transmit payment instructions and related information to Partner Financial Institutions to effectuate Transactions on your behalf.

The Bank and Network Capital are entitled to rely on payment requests and associated information you communicate through the platform. All payment instructions are subject to verification, AML and sanctions review, Payment Network Rules, and applicable transaction limits.

5. Settlement Account; Beneficial Ownership

When funds are deposited into a Settlement Account in connection with a Transaction, the Bank holds such funds as custodian or in an FBO / omnibus structure for the benefit of you and other customers, and you are the beneficial owner of your funds as reflected in the Bank’s or Network’s records. You do not own or control the Settlement Account itself and are not entitled to interest on funds maintained in the Settlement Account unless expressly stated in product materials. Deposit-insurance eligibility, if any, depends on account structure, titling, records, and applicable law, and will be disclosed when a named program bank and insurance status apply.

6. Representations and Warranties to Bank

Each time you request a payment or transfer through the platform, you represent and warrant to Network Capital and to the applicable Bank that:

1. You have all necessary authorizations to originate the payment to the identified Recipient, in the amount and on the date submitted, and authorization has not been revoked;
2. The payment complies with applicable law and Payment Network Rules;
3. The payment is not to a Recipient identified on OFAC or other applicable sanctions lists and does not otherwise violate economic sanctions laws;
4. Neither you nor the Recipient is engaged in a prohibited business under Network Capital’s or the Bank’s prohibited-use policies;
5. Any payment to a Recipient outside the United States complies with applicable law in the receiving country; and
6. You will promptly notify Network Capital of any change that would make these representations inaccurate.

You also make to the Bank all representations and warranties you make to Network Capital under these Terms that relate to identity, authority, compliance, and use of the services.

7. Sufficient Funds; Rejection; Errors

You agree to maintain sufficient funds in the applicable Funding Account (or platform balance) to satisfy payments you initiate and amounts owed for returns, reversals, fees, and expenses. The Bank or Network Capital may reject, suspend, delay, or refuse any payment request that appears non-compliant, fraudulent, unauthorized, insufficiently funded, above limits, or likely to be returned, or that could expose Network Capital or the Bank to loss.

Neither Network Capital nor the Bank is obligated to discover errors you make, including incorrect Recipient name or account details, incorrect amounts, incorrect dates, or duplicate requests. If Recipient Account information contains a name that does not match the name of the accountholder for the account number at the Recipient’s institution, that institution may credit based on the account number only. You are not entitled to a refund, and Network Capital and the Bank are not liable, for losses from such mismatches, except to the extent caused by their gross negligence or willful misconduct.

You generally may not cancel, amend, or reverse a payment after initiation. Successful cancellation or reversal in one case does not create an obligation to do so in future cases.

8. Returns and Recovery

If a transfer from the Funding Account to the Settlement Account is returned or reversed, the Bank may attempt to recover funds transferred to the Recipient Account and may pursue remedies available under Payment Network Rules or applicable law. You authorize such recovery efforts and agree to provide reasonable assistance, including assignment or subrogation of claims against the Recipient where reasonably requested and not materially prejudicial to an ongoing business relationship, provided the Bank or Network Capital bears pursuit costs and indemnifies you for liability arising from their pursuit except to the extent caused by your breach, fraud, or willful misconduct.

9. Information Sharing and Reliance

Information you provide to Network Capital or its affiliates (through the platform or otherwise) may be shared with Partner Financial Institutions and may be relied on by them to provide Bank Services, comply with law, or respond to valid legal process. If a provision of this Part G is conditioned on the Bank’s belief or suspicion, that condition is satisfied if Network Capital or its applicable affiliate has such belief or suspicion. The Bank may delegate to Network Capital or its affiliates authority to exercise discretion the Bank is permitted to exercise under this Part G or applicable law.

10. Security Program

You shall maintain administrative, technical, and physical safeguards appropriate to your use of the platform that protect the confidentiality and integrity of credentials and protected information used in connection with Transactions, protect against unauthorized access or use, and meet or exceed requirements under applicable law and Payment Network Rules.

11. Indemnification

You will defend, indemnify, and hold harmless Network Capital, its affiliates, and each applicable Bank (and their directors, officers, employees, agents, and permitted assigns) from third-party claims, losses, judgments, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from: (i) your breach of these Terms or this Part G; (ii) your failure to comply with applicable law or Payment Network Rules; (iii) insufficient funds; (iv) Transactions executed in accordance with your instructions; (v) your relationship with a Recipient; (vi) your fraud, gross negligence, or willful misconduct; (vii) acts or omissions of your service providers; or (viii) acts or omissions that cause Network Capital or a Bank to fail to comply with applicable law. You shall also reimburse costs arising from duplicate payment instructions or from effecting your cancellation or amendment requests.

12. Records; Notice of Errors to Bank

Any obligation of a Bank to provide Transaction information may be satisfied by Network Capital making that information available via the platform. You must notify Network Capital of any improper or erroneous payment or discrepancy within thirty (30) days after the Transaction information is made available to you. Notices after that period may be investigated at discretion, but you may be barred from bringing claims against the Bank or Network Capital with respect to that Transaction to the extent permitted by law. Unauthorized ACH and fraud notice windows in Part C §11 also apply.

13. Suspension and Termination

Bank Services may suspend or terminate immediately upon suspension or termination of your Network Capital account or platform access, or if required by a Bank, regulator, Payment Network Rules, law, risk policy, or material breach (including failure to maintain sufficient funds). A Bank may also suspend or terminate Bank Services if its relationship with Network Capital or the applicable affiliate ends. Prior obligations survive termination.

14. Disclaimer

Network Capital IS A FINANCIAL TECHNOLOGY AND INVESTMENT ADVISORY PLATFORM PROVIDER, NOT A BANK. REGULATED DEPOSIT, PAYMENT, AND FUNDS-TRANSFER SERVICES UNDER THIS PART G ARE PROVIDED THROUGH PARTNER FINANCIAL INSTITUTIONS AND/OR LICENSED AFFILIATES AS DESCRIBED IN THESE TERMS. Except as required by law, Network Capital disclaims liability for Partner Financial Institution failures, Payment Network delays, or blockchain or third-party rail failures.

15. Survival

Sections 3, 6, 8, 9, 10, 11, 12, 14, and this Section 15 survive termination of Bank Services or your account relationship, together with any other provisions that by their nature should survive.

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