NCC-LEGAL-001 — NCC Participation Agreement

1. Overview

This NCC Participation Agreement (“Agreement”) governs participation in the Newport Clearing Corporation network.

NCC is a clearing, settlement, routing, and interbank infrastructure subsidiary of Alta Group N.V. NCC provides approved participating institutions with access to interbank transfer, clearing, routing, settlement, institution record, and related infrastructure services.

By applying for, accessing, or using NCC services, the participating institution agrees to this Agreement, the NCC Operating Rules, the NCC Fee Schedule, the Alta Group Terms of Service, the Alta Group Privacy Policy, and any other applicable NCC or Alta Group rules, notices, procedures, or disclosures.

NCC may update this Agreement at any time.

2. Roleplay and Virtual Economy Notice

NCC is designed for use within Minecraft, Discord, roleplay communities, virtual economies, and related online environments.

Unless NCC clearly states otherwise in writing:

• NCC is not a real-world clearing house;
• NCC is not a real-world central bank;
• NCC is not a real-world payment system operator;
• NCC does not process real-world bank transfers;
• routing numbers, settlement balances, transfers, fees, reserves, and clearing records may represent in-game, fictional, simulated, or roleplay value only;
• this Agreement does not create real-world banking, payment, securities, investment, legal, or financial rights.

Participating institutions are responsible for understanding that NCC is a roleplay and virtual economy infrastructure service unless expressly stated otherwise.

3. NCC, Alta Group, and Participating Institutions

NCC is owned and controlled by Alta Group N.V.

NCC operates infrastructure services for approved participating institutions.

A participating institution may include a bank, financial platform, payment provider, exchange, clearing participant, settlement participant, or other institution approved by NCC.

Participation in NCC does not create ownership, voting rights, governance rights, management authority, or control over NCC or Alta Group.

4. Eligibility

NCC may allow institutions to participate if they meet NCC requirements.

NCC may require an applicant to:

• submit a participation application;
• identify the institution’s owner or authorized representative;
• provide accurate institution information;
• describe its business model;
• identify its services;
• maintain an approved account or settlement relationship;
• complete verification steps;
• agree to this Agreement;
• agree to the NCC Operating Rules;
• pay applicable fees;
• comply with Alta Group and NCC rules.

NCC may approve, deny, restrict, suspend, or terminate participation at its discretion.

5. Application and Approval

An institution seeking NCC participation must provide information requested by NCC.

NCC may review:

• institution identity;
• ownership and management;
• financial condition;
• operational capability;
• technical capability;
• risk level;
• settlement reliability;
• prior conduct;
• fraud risk;
• business activity;
• compliance with Alta ecosystem rules;
• reputation and platform risk;
• any other information NCC considers relevant.

Approval is discretionary. NCC is not required to approve any institution.

6. Participation Status

A participating institution may receive a status assigned by NCC.

Statuses may include:

• applicant;
• approved;
• active;
• restricted;
• suspended;
• terminated;
• under review;
• inactive;
• probationary;
• or any other status used by NCC.

NCC may update an institution’s status at any time based on risk, activity, compliance, settlement performance, or business reasons.

7. Routing Numbers and Institution Identifiers

NCC may assign routing numbers, institution identifiers, settlement identifiers, network identifiers, or other records to participating institutions.

A routing number or institution identifier:

• remains subject to NCC control;
• does not create ownership in NCC;
• may be changed, suspended, revoked, or reassigned by NCC;
• may only be used for approved NCC services;
• must not be misrepresented or used to impersonate another institution.

Participating institutions are responsible for keeping their institution records accurate and current.

8. Authorized Representatives

Each participating institution must designate one or more authorized representatives.

Authorized representatives may submit instructions, respond to NCC requests, manage institution information, receive notices, resolve disputes, approve settlement matters, and communicate with NCC.

NCC may rely on instructions received from an authorized representative according to NCC records.

The participating institution is responsible for maintaining accurate authorized representative records and removing representatives who no longer have authority.

9. Institution Responsibilities

A participating institution is responsible for:

• complying with this Agreement;
• complying with NCC Operating Rules;
• maintaining accurate institution information;
• protecting account and system access;
• maintaining sufficient balances or settlement capacity;
• submitting accurate transfer instructions;
• following routing standards;
• paying applicable fees;
• responding to NCC inquiries;
• cooperating with investigations;
• resolving customer or counterparty issues;
• keeping authorized representatives current;
• maintaining records;
• protecting network integrity.

The institution is responsible for the activity of its officers, directors, employees, contractors, agents, systems, bots, APIs, and authorized users.

10. NCC Services

NCC may provide services including:

• interbank transfers;
• payment routing;
• routing number administration;
• clearing records;
• settlement records;
• institution profiles;
• transfer status tracking;
• settlement reporting;
• operating rules;
• dispute review;
• network risk controls;
• manual reviews;
• emergency holds;
• related infrastructure services approved by NCC.

NCC may add, remove, restrict, modify, suspend, or discontinue services at any time.

11. Transfer Instructions

Participating institutions may submit transfer instructions through approved NCC systems.

A transfer instruction may include:

• sending institution;
• receiving institution;
• routing number;
• account identifier;
• amount;
• currency;
• memo;
• customer reference;
• settlement information;
• timestamp;
• authorization details;
• other required information.

The sending institution is responsible for submitting accurate and authorized transfer instructions.

NCC may rely on transfer instructions submitted through approved systems or authorized access methods.

12. Clearing and Settlement

NCC may clear and settle transfers according to the NCC Operating Rules, settlement procedures, system records, and applicable network controls.

Settlement may occur on a gross basis, net basis, manual basis, automated basis, batch basis, or any other method adopted by NCC.

NCC may delay, hold, reject, reverse, adjust, cancel, or investigate settlement when necessary to protect NCC, Alta Group, participating institutions, users, or network integrity.

13. Settlement Obligations

Each participating institution is responsible for meeting its settlement obligations.

This may include maintaining sufficient balances, reserves, liquidity, account access, or other settlement capacity required by NCC.

If a participating institution fails to meet a settlement obligation, NCC may:

• hold pending transfers;
• reject new transfers;
• restrict institution access;
• suspend routing;
• apply available balances or reserves where permitted;
• reverse or adjust records;
• require additional funds;
• require manual review;
• initiate default procedures;
• terminate participation.

14. Finality

Transfers and settlements are final only when recorded as final by NCC.

NCC may correct, reverse, cancel, or adjust a transfer or settlement if necessary to address:

• error;
• duplicate transfer;
• unauthorized transfer;
• invalid routing;
• insufficient settlement capacity;
• fraud;
• technical issue;
• system issue;
• institution default;
• rule violation;
• platform integrity concern.

NCC records are the official records unless NCC determines that a correction is required.

15. Reserves, Holds, and Risk Controls

NCC may require participating institutions to maintain reserves, settlement balances, holds, limits, collateral-style protections, or other risk controls.

NCC may impose controls including:

• transfer limits;
• daily limits;
• settlement caps;
• institution holds;
• reserve requirements;
• manual review thresholds;
• routing restrictions;
• participant restrictions;
• emergency pauses;
• transaction monitoring;
• suspicious activity flags.

NCC may adjust risk controls at any time.

16. Fees

NCC may charge fees for participation, routing, settlement, transfers, manual reviews, premium connectivity, investigations, technical services, or other NCC services.

Fees may be listed in the NCC Fee Schedule, invoice, agreement, dashboard, written notice, or other official NCC communication.

NCC may deduct fees from settlement balances, participating institution accounts, invoices, or other approved payment methods where permitted by NCC rules.

Failure to pay fees may result in restriction, suspension, termination, or other enforcement action.

17. Prohibited Activity

Participating institutions may not use NCC services to:

• commit fraud;
• submit false transfer instructions;
• hide or launder funds;
• evade restrictions;
• manipulate settlement records;
• exploit bugs;
• submit unauthorized transfers;
• misuse routing numbers;
• impersonate another institution;
• interfere with NCC systems;
• overload NCC systems;
• avoid fees;
• abuse reversals;
• create fake transfer volume;
• assist scams;
• violate Alta Group rules;
• violate Minecraft server rules, Discord rules, platform rules, or applicable law;
• conduct activity NCC considers unsafe, abusive, misleading, or harmful.

NCC may investigate and restrict institutions involved in prohibited activity.

18. Institution Disputes

Participating institutions may submit disputes through official NCC support or operations channels.

Disputes may involve:

• transfer errors;
• settlement errors;
• routing errors;
• duplicate transfers;
• unauthorized transfers;
• failed transfers;
• fees;
• restrictions;
• suspensions;
• institution records;
• technical issues;
• operating rule interpretation.

NCC may resolve disputes based on system records, logs, transfer data, settlement records, institution submissions, screenshots, staff review, and applicable rules.

NCC’s decision is final unless NCC chooses to reopen the matter.

19. Customer and End-User Disputes

NCC generally does not directly resolve disputes between a participating institution and its customers.

Participating institutions are responsible for handling their own customer support, customer disputes, account issues, refund requests, fraud claims, and user complaints.

NCC may assist or intervene if a customer dispute affects network integrity, settlement, routing, interbank obligations, suspected fraud, or another participating institution.

20. Investigations and Cooperation

NCC may investigate institutions, transfers, routing activity, settlement records, suspicious patterns, disputes, technical events, and network issues.

Participating institutions must cooperate with NCC investigations and provide requested information within a reasonable time.

Failure to cooperate may result in restriction, suspension, settlement hold, routing suspension, or termination.

21. Suspension and Restriction

NCC may restrict, suspend, or limit a participating institution at any time.

Reasons may include:

• settlement failure;
• insufficient liquidity;
• fraud or suspected fraud;
• unauthorized activity;
• excessive disputes;
• inaccurate records;
• unpaid fees;
• technical risk;
• security concerns;
• rule violations;
• failure to cooperate;
• reputational risk;
• platform risk;
• business reasons;
• protection of network integrity.

NCC may act immediately and without prior notice when necessary.

22. Termination

A participating institution may request termination of participation subject to NCC procedures.

NCC may terminate participation at any time for:

• rule violations;
• fraud or suspected fraud;
• settlement default;
• repeated failed transfers;
• inactivity;
• unpaid fees;
• inaccurate information;
• platform risk;
• technical risk;
• business reasons;
• failure to meet eligibility requirements;
• violation of this Agreement or NCC Operating Rules.

Termination does not cancel obligations that existed before termination, including fees, settlement obligations, disputes, investigations, or enforcement actions.

23. Effect of Suspension or Termination

Upon suspension or termination, NCC may:

• disable routing numbers;
• restrict transfers;
• hold pending transfers;
• reject new transfers;
• require final settlement;
• apply available balances or reserves where permitted;
• preserve records;
• notify affected institutions;
• update institution status;
• revoke access to NCC systems;
• take other actions needed to protect the network.

NCC may determine how to handle pending transfers and unsettled obligations.

24. Records and Reporting

NCC may maintain records of:

• institution applications;
• participation status;
• routing numbers;
• institution identifiers;
• authorized representatives;
• transfers;
• settlements;
• fees;
• reserves;
• holds;
• disputes;
• investigations;
• restrictions;
• suspensions;
• terminations;
• staff actions;
• system logs;
• audit logs.

NCC records are the official records unless NCC determines that a correction is required.

25. Confidentiality

Participating institutions may receive non-public information from NCC, including technical information, operating procedures, settlement data, institution information, risk controls, system details, or other confidential information.

Participating institutions may not disclose confidential NCC information without NCC approval unless disclosure is required by a recognized legal, platform, or server-government process.

This obligation continues after participation ends.

26. Technology and Access

NCC may provide access to websites, dashboards, APIs, bots, forms, databases, communication channels, routing tools, settlement tools, or other technical systems.

Participating institutions must protect system access and may not:

• share credentials improperly;
• expose API keys;
• bypass authentication;
• access unauthorized data;
• reverse engineer NCC systems;
• interfere with NCC infrastructure;
• overload NCC systems;
• use unauthorized bots or scripts;
• compromise system security.

NCC may restrict technical access at any time.

27. Service Availability

NCC services may be unavailable, delayed, interrupted, changed, restricted, degraded, or discontinued at any time.

NCC does not guarantee uptime, transfer speed, settlement timing, routing availability, dashboard availability, API availability, bot availability, or uninterrupted service.

NCC may perform maintenance, emergency shutdowns, upgrades, resets, migrations, or feature changes when necessary.

28. Data and Privacy

NCC may collect and use information as described in the Alta Group Privacy Policy and any applicable NCC notice.

NCC may collect and maintain information related to institutions, authorized representatives, transfers, routing numbers, settlements, disputes, fees, restrictions, support requests, system access, and security reviews.

NCC may share necessary information with Alta Group, Alta subsidiaries, participating institutions, service providers, platform administrators, or other parties when needed to operate NCC services or protect network integrity.

29. No Guarantee

NCC does not guarantee:

• approval as a participant;
• uninterrupted network access;
• successful transfer completion;
• successful settlement;
• routing number availability;
• liquidity;
• dispute outcome;
• specific settlement timing;
• compatibility with every institution system;
• continued participation;
• absence of technical issues.

Participating institutions use NCC services at their own risk.

30. Limitation of Liability

To the maximum extent allowed by applicable rules and law, NCC, Alta Group, subsidiaries, directors, officers, employees, contractors, agents, and representatives shall not be liable for indirect, incidental, special, consequential, punitive, or lost-profit damages arising from NCC services.

NCC’s total liability for any claim shall not exceed the amount paid by the participating institution to NCC for the specific NCC service giving rise to the claim during the thirty days before the claim, unless a specific written agreement states otherwise.

31. Indemnification

The participating institution agrees to defend and hold harmless NCC, Alta Group, subsidiaries, directors, officers, employees, contractors, agents, and representatives from claims, damages, losses, liabilities, costs, or expenses arising from:

• misuse of NCC services;
• inaccurate transfer instructions;
• settlement failure;
• institution default;
• customer disputes;
• false or misleading information;
• unauthorized access;
• fraud, abuse, or misconduct;
• violation of this Agreement;
• violation of NCC Operating Rules;
• violation of Alta Group rules;
• violation of server rules, platform rules, community rules, or applicable law.

32. Relationship to Other Documents

This Agreement applies together with:

• NCC Governance Charter;
• NCC Operating Rules;
• NCC Fee Schedule;
• Alta Group Terms of Service;
• Alta Group Privacy Policy;
• Alta Group Intellectual Property Policy;
• any applicable NCC procedures, notices, or technical documentation.

If there is a conflict between this Agreement and a more specific NCC rule or procedure, the more specific rule or procedure controls for that subject unless NCC states otherwise.

33. Changes to This Agreement

NCC may update this Agreement at any time.

Updated versions become effective when posted, published, or otherwise made available.

Continued participation in NCC after an update means the participating institution accepts the updated Agreement.

34. Contact

Questions, disputes, or support requests should be submitted through official NCC support or operations channels.

35. Approval

This NCC Participation Agreement is adopted by NCC as the governing agreement for participating institutions.