Agent of Payee Services Agreement

Last updated: July 16, 2026
Version: 2.0 (Network Pay LLC and Network Clearing LLC)

This Agent of Payee Services Agreement (the "Agreement") is entered into electronically as of the date you accept it (the "Effective Date") by and among:

• Network Pay LLC, a Montana limited liability company with its principal office at 1001 S Main St Suite 600, Kalispell, MT 59901 ("Network Pay");
• Network Clearing LLC, a Montana limited liability company and FinCEN-registered Money Services Business with its principal office at 1001 S Main St Suite 600, Kalispell, MT 59901 ("Network Clearing"); and
• You, the individual or legal entity accepting this Agreement through the onboarding or account flow (the "Principal," "Client," "Seller," or "Payee").

Network Pay and Network Clearing are each an "Agent" and together the "Agents." The Agents and Principal are the "Parties."

This Agreement is the complete Principal-facing agreement for appointing both Agents. No separate Network Pay or Network Clearing terms, privacy policy, legal notice, or addendum is required for onboarding acceptance of Agent of Payee / merchant payment-acceptance services. Payor-facing checkout screens may still show short transactional disclosures when a Payor pays Principal.

By clicking "I agree," checking an acceptance box, signing electronically, or otherwise accepting this Agreement during onboarding or account enablement, Principal agrees to be bound by these terms. If Principal is a legal entity, the individual accepting represents that they are authorized to bind that entity.

1. Purpose and Platform Context

1.1 Principal appoints Network Pay and Network Clearing as Principal's limited agents of payee to collect, receive, and process payments from Principal's customers ("Payors") for goods, digital items, or services offered by Principal ("Products/Services").

1.2 Principal's primary account relationship may be with Network Capital LLC (U.S. customers) or The Network Bank Ltd. Co. / The Network Labs Ltd. Co. (non-U.S. customers) under that entity's Terms, Conditions, and Disclosures and Privacy Policy. For U.S. Network Capital customers, The Network Bank Ltd. Co. and The Network Labs Ltd. Co. are not the primary account relationship. Neither Network Capital nor The Network Bank Ltd. Co. / The Network Labs Ltd. Co. is appointed as an Agent of Payee under this Agreement.

1.3 This Agreement establishes a direct contractual appointment between Principal and each of Network Pay and Network Clearing.

2. Definitions

2.1 Agent of Payee means the limited agency under Section 3 whereby an Agent collects, receives, and processes Payor payments on Principal's behalf. Payment to an Agent constitutes payment to Principal.

2.2 Collected Funds means payments received by an Agent from Payors on Principal's behalf. Collected Funds are the property of Principal upon receipt by an Agent.

2.3 FBO Account means a for-benefit-of, custodial, or similarly segregated account in which Collected Funds may be held pending Settlement.

2.4 Net Proceeds means Collected Funds less fees, reserves, chargebacks, refunds, taxes (if applicable), and other authorized deductions.

2.5 Payment Processor means a third-party processor, bank, card network, or similar provider used by an Agent to process payments.

2.6 Settlement means remittance of Net Proceeds to Principal.

2.7 Services means the agent-of-payee collection, processing, settlement coordination, and related support described in this Agreement, including Network Clearing MSB-supported rails where used for Principal payments.

3. Agency Appointment

3.1 Direct Appointment of Both Agents

Principal hereby directly appoints Network Pay LLC and Network Clearing LLC as Principal's limited agents for the sole purpose of collecting, receiving, and processing payments from Payors on Principal's behalf. Each Agent accepts this appointment.

(a) Network Pay is appointed for fiat payment methods, including credit and debit cards, ACH, wire, and other supported fiat rails.

(b) Network Clearing is appointed for stablecoin and digital asset payment collection, cross-border settlement support, currency conversion where offered, and related FinCEN MSB-supported payment rails used for Principal payment acceptance.

Principal remains the seller of record. No Agent purchases, resells, or takes title to Products/Services.

3.2 Payment Satisfaction

Payment by a Payor to Network Pay or Network Clearing, as Principal's Agent, constitutes complete and final satisfaction of that Payor's payment obligation to Principal in the amount paid. Principal shall have no further claim against that Payor for amounts so paid, whether or not yet remitted to Principal. Principal's recourse for Collected Funds is against the applicable Agent(s), not the Payor.

3.3 Agent Obligations to Principal

Each Agent's obligation upon receipt of Collected Funds is to remit Net Proceeds to Principal in accordance with this Agreement and the fees/settlement timing disclosed at acceptance or in Principal's account. No Agent has any obligation to refund Collected Funds to Payors except upon Principal's authorization or as required by law, network rules, or processor requirements.

3.4 Limited Scope

Agency is limited to payment collection and processing. Agents have no authority to enter unrelated contracts for Principal, set Product/Service prices, make warranties about Products/Services, or approve refunds except as authorized by Principal or required by law or network rules.

3.5 Customer-Facing Disclosure

Principal shall ensure checkout, receipts, and order confirmations include disclosure substantially similar to:

Payment processed by Network Pay LLC and/or Network Clearing LLC as authorized payment agent(s) of [Principal name]. Payment to the agent satisfies your payment obligation to [Principal name].

3.6 Regulatory Structure

The Parties intend that this written appointment support applicable agent-of-payee exclusions from state money transmission licensing for covered collection activity. Network Clearing's FinCEN MSB registration (and any other licenses) remain separate from, and in addition to, its Agent of Payee role. Network Pay collects fiat as agent of payee and is not appointed as a bank.

4. Principal Obligations

4.1 Principal is solely responsible for Products/Services, fulfillment, customer support (other than payment processing), warranties, returns, and customer satisfaction.

4.2 Principal bears commercial risk of sales to Payors, including chargebacks, refunds, disputes, fraud, delivery failures, and product/service defects, except to the extent caused by an Agent's gross negligence or willful misconduct.

4.3 Principal shall comply with applicable law, including sanctions, AML/CFT, consumer protection, tax, and export rules; provide accurate KYC/KYB information; and not offer prohibited Products/Services without prior written approval.

4.4 Principal may be an individual or a legal entity. Individuals represent they are at least 18 (or the age of majority) and have capacity. Entities represent they are duly formed and authorized, and the accepting individual is authorized to bind the entity.

4.5 Principal shall pass underwriting and risk review as required by the Agents or their Payment Processors and card networks.

5. Settlement, Fees, Reserves, and Funds

5.1 Fees. Principal agrees to pay the Principal / merchant fees disclosed in the onboarding or account interface at acceptance (or in a fee schedule presented with this Agreement). Fees may be deducted from Settlements. Advisory fees for Network Capital customers are disclosed in Form ADV Part 2A / Form CRS and are not set by this Agreement.

5.2 Segregation. Agents shall hold Collected Funds in FBO or similarly designated accounts pending Settlement. Collected Funds are Principal's property upon receipt and shall not be treated as Agents' operating assets.

5.3 Settlement. Net Proceeds will be remitted on the schedule disclosed at acceptance or in Principal's account, via ACH, wire, ledger credit to Principal's Network account, stablecoin (if elected and supported), or another supported method. Settlement currency defaults to USD unless otherwise agreed; conversion costs and FX risk are borne by Principal.

5.4 Reserves. Agents may withhold a reserve to cover chargebacks, refunds, disputes, or compliance risk, and may adjust reserves based on risk. Material changes will be communicated where practicable.

5.5 Chargebacks and Refunds. Principal is responsible for chargebacks, refunds, and disputes arising from Products/Services. Agents may deduct related amounts from Settlements or reserves. Refunds are processed upon Principal authorization or as required by law or network rules.

5.6 Digital Assets. Digital asset or stablecoin payments collected by Network Clearing satisfy the Payor's obligation upon Network Clearing's receipt. Conversion and volatility risk before Settlement are borne by Principal unless otherwise stated.

5.7 Returns / Payor disputes about Products/Services. Decisions about returns, refunds, and product disputes are Principal's responsibility. Agents may display or apply return/refund timing rules required by networks or law.

6. Data and Privacy

6.1 Principal consents to Agents collecting, using, and sharing Principal and transaction data with each other, Payment Processors, banks, card networks, fraud/compliance vendors, the affiliate that provides Principal's primary account platform (Network Capital LLC or The Network Bank Ltd. Co. / The Network Labs Ltd. Co.), and regulators, as needed to provide the Services and comply with law.

6.2 For onboarding, Principal's privacy relationship for platform account data is governed by the Network Capital Privacy Policy (U.S. customers) or the Network Bank Group Privacy Policy (non-U.S. customers). Those policies cover sharing with affiliates including the Agents. No separate Network Pay or Network Clearing privacy policy acceptance is required for this Agreement.

7. Indemnification and Liability

7.1 Principal shall indemnify and hold harmless each Agent and its officers, directors, employees, and agents from claims, losses, and costs (including reasonable legal fees) arising from Principal's Products/Services, Principal's breach, Payor disputes, sanctions/AML violations, chargebacks/refunds/fraud, or third-party claims related to Principal's business, except to the extent caused by the Agent's gross negligence or willful misconduct.

7.2 Except for indemnification and Principal's payment obligations, each Agent's aggregate liability under this Agreement shall not exceed the fees paid by Principal to that Agent in the twelve (12) months preceding the claim. No Party is liable for indirect, incidental, special, consequential, punitive, or lost-profit damages, except where prohibited by law.

7.3 Services are provided "as is" to the fullest extent permitted by law. Agents do not warrant uninterrupted service or outcomes of Principal's sales.

8. Term and Termination

8.1 This Agreement begins on the Effective Date and continues until terminated.

8.2 Either Party may terminate for convenience on thirty (30) days' written or electronic notice. Agents may terminate immediately if Principal breaches materially and fails to cure within ten (10) days (or immediately for sanctions, fraud, illegal activity, excessive chargebacks, insolvency, or legal/regulatory requirement).

8.3 Upon termination, Principal shall fulfill pending Payor obligations; Agents shall remit final Net Proceeds less reserves within a commercially reasonable period; reserves may be held for a commercially reasonable period (including up to ninety (90) days or longer if required by risk or network rules) to cover chargebacks and disputes.

9. Governing Law and Disputes

9.1 This Agreement is governed by the laws of the State of Montana, USA, without regard to conflicts principles, except that each Agent's regulatory obligations are governed by the laws applicable to that Agent.

9.2 Disputes shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in English, with the seat in Kalispell, Montana, unless the Parties agree otherwise. Class actions and class arbitration are waived to the fullest extent permitted by law. Judgment on the award may be entered in any court of competent jurisdiction.

9.3 Either Party may seek temporary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

10. General

10.1 This Agreement is the entire agreement regarding Principal's appointment of Network Pay and Network Clearing as Agents of Payee and the Principal-facing merchant / payment-acceptance services described herein. It does not require acceptance of separate Network Pay or Network Clearing terms or privacy policies.

10.2 Short payor-facing checkout disclosures may appear when a Payor pays Principal; those disclosures govern the Payor's checkout experience only and do not replace this Agreement for Principal.

10.3 Agents may update this Agreement by notice through Principal's account or email. Continued use of merchant / payment-acceptance services after the effective date constitutes acceptance where permitted by law.

10.4 Notices may be provided electronically to the contact information associated with Principal's account.

10.5 Principal may not assign this Agreement without prior written consent. Agents may assign to an affiliate or successor in connection with a corporate reorganization.

10.6 Contact: support channels shown in Principal's account; legal notices to Network Pay LLC / Network Clearing LLC, 1001 S Main St Suite 600, Kalispell, MT 59901.