End User License Agreement for Payment Link Services

This End User License Agreement (this "Agreement") governs the use of Notabene's payment link services (the "Services"), described further below, and is by and between Notabene, Inc., a Delaware corporation (“Notabene”), and the individual or legal entity using, accessing, or otherwise interfacing with the Services (“you” or “End User”).

NOTABENE PROVIDES THE SERVICES, INCLUDING ANY ASSOCIATED SOFTWARE, SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT THE END USER ACCEPTS AND COMPLIES WITH THEM. BY ACCESSING OR USING THESE SERVICES, YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND ALSO REPRESENT AND WARRANT THAT: (1) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND (2) IF END USER IS A COMPANY, CORPORATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF END USER AND TO BIND END USER TO ITS TERMS. IF END USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS THE SERVICES.

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1. Access Rights.

1.1. Services. The Services are further defined to:

(i) “Account Data” means, in respect of any Participant or Subprocessor's platform or flow, any contact details, financial data (transaction history, account numbers, balances), details of payors and payees (including name, payment references, card/account identifiers), and any other business client or transaction-related information Processed for the purposes of the Notabene Flow.
(b) request from the End User an asset type and blockchain for the invoiced payment;
(c) match the wallet address provided by End User against the deposit address book of the network of virtual asset service providers and other crypto-currency companies available on Notabene’s platform (“Notabene Network”);
(d) return the identified entity if found in this address book or, if not found, provide End User with the options to select among entities in the Notabene Network or to identify a self-hosted wallet;
(e) generate from this information a payment link compatible with “Notabene Flow,” which is Notabene's unified, open-loop payment coordination network that enables participants to conduct compliant digital asset transactions;
(f) host this payment link at https://flow.link/ such that a link’s Payor(s) (defined below) can access it; and
(g) create a corresponding transfer record ("Transfer Record") within Notabene Flow to reflect the underlying transaction request and make it available to Agents through the Notabene Flow dashboard.

The Services include all related or incorporated software, software components, code, data, databases, algorithms, technologies, processes, methods, and APIs.

1.2 Definitions.‍

a) “Payors” are recipients of payment links and entities that make payments through such payment links.
(b) “Agents” are any entities (a) to which the Transfer Record is made available through the Notabene dashboard used by participants in Notabene Flow, (b) into which funds for the payment are deposited or from which they are sent, or (c) that work for or on behalf of any of the foregoing (in an agency capacity or otherwise).

1.3 Rights Granted. In consideration for your agreement to and compliance with this Agreement, Notabene hereby grants End User a limited, non-exclusive, non-sublicensable, non-transferable, non-distributable, revocable license to use and access the Services solely for End User’s internal business purposes and subject to the terms and conditions of this Agreement.

1.4 Rights Reserved. Notabene reserves all license rights not expressly granted under this Agreement. This Agreement does not convey to you an interest in or to the Services, but only a limited right of use and access in accordance with the terms of this Agreement. Notabene reserves the right to suspend your use of the Services at any time (for any reason or no reason). You acknowledge that Notabene retains ownership of all intellectual property rights that are embodied in or practiced by the Services. No title to any intellectual property rights in, or to any copy of, the Services is transferred to you by this Agreement.

1.5. Limitations and Restrictions. You will not act, or permit anyone else to act, outside or beyond the scope of the access rights that are expressly granted by this Agreement. You will not and will not permit anyone else to:

(a) use or access the Services in an unauthorized manner or beyond the scope of rights expressly granted in this Agreement, or otherwise misuse the Services;
(b) modify or create derivative works of the Services
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Services;
(d) frame, mirror, distribute, sell, resell, rent, or lease the use of the Services to any entity or allow anyone to use the Services other than for the benefit of End User or its Affiliates in accordance with this Agreement;
(e) use the Services in any manner or for any purpose that infringes, misappropriates, or violates any intellectual property right or other right of a third party or that violates all applicable laws, rules, and regulations in any jurisdiction (“Applicable Law”);
(f) provide or use, or permit Notabene to use, End User Data that infringe, misappropriate, or violate any intellectual property right or other right of a third party or that violate Applicable Law;
(g) interfere with or encumber, or disrupt the integrity or performance of, the Services or any data therein;
(h) interfere with, modify, bypass, or disable any security controls or other Services protection mechanism, or share credentials with a third party;
(i) introduce or expose the Services to malware, viruses, trojan horses, worms, or other mechanisms designed to permit unauthorized access to, or to disable or harm, software, hardware, or data; or
(j) develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Services.

Notabene, in its sole judgment, may suspend (upon prior written notice, if feasible under the circumstances) End User’s access to the Services in the event of violation of this Section 1.5 (“Limitations and Restrictions”); provided that Notabene reserves all other remedies available to it under this Agreement.

1.6 Additional Terms. The “Website Terms of Use” available at https://notabene.id/terms-of-use are incorporated into this Agreement as if fully set forth herein. This Agreement controls in the event of any conflict with the Website Terms of Use.

1.7 Applicable Law. You may access and use the Services only for lawful purposes. You will comply with all Applicable Law in connection with your use of the Services or the access rights granted above. In addition, you may not export or re-export the Services (in whole or in part) outside the jurisdictions in which you conduct business or operations, and in all cases only in compliance with applicable export laws and regulations.

1.8 Transfer Record. End User acknowledges that, in order for a payment link generated through the Services to be coordinated through Notabene Flow in connection with the underlying payment transaction, a corresponding Transfer Record will be created within Notabene Flow to reflect the underlying transaction request and will be made available to Agents through the Notabene dashboard used by participants in Notabene Flow. End User acknowledges that End User Data will be incorporated into the Transfer Record and made available to Agents in connection with the payment.

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2. Intellectual Property Rights.

‍The Services are made available on a limited access basis, and no ownership right, or any other intellectual property right, is conveyed to you. As between Notabene and you, Notabene has and retains all right, title, and interest, including all intellectual property rights, in and to the Services. Such intellectual property rights include, without limitation, patent rights (including, without limitation, patent applications, filings, and disclosures, whether provisional or otherwise), inventions, trademarks, service marks, copyrights, trade secrets, know-how, data and database rights, mask work rights, and all applications or registrations for the protection of such rights, recognized in any country or jurisdiction in the world and however designated, whether arising by operation of law, contract, license, or otherwise.

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3. Services.

3.1. Scope of Services. In providing the Services, Notabene does not and will not:

(a) Take custody of, or control or transmit, funds or assets;
(b) Settle funds or transactions, or execute, guarantee, or participate in transaction settlement;
(c) Have responsibility for settlement finality or completion;
(d) Make discretionary decisions about whether transfers are permissible or should be finalized; or
(e) Provide credit, investment, tax, legal, or other professional advice.

3.2. Updates. You acknowledge that the Services are online products, and that Notabene may issue changes to the Services, including updates or improvements, at any time. Subject to any existing obligations, Notabene may discontinue any Services or any portion or feature of any Services for any reason at any time without liability to you or Notabene.

3.3. Third Party Software. The Services may contain or be accompanied by certain third-party software that is provided to you under terms and conditions that are different from this Agreement. Such terms and conditions will govern your use of the third-party software. Notabene will not be responsible or liable in any way for this third-party software or for your use of it, including but not limited to its performance or functionality. Notabene will not be bound by any obligations to you other than as set forth in this Agreement.

3.4 Feedback. From time to time, you may choose to submit to Notabene suggestions, comments, feedback, or the like with regard to the Services, any support provided, or any other services provided to you in connection with your use of the Services (“Feedback”). By submitting any Feedback to Notabene, you hereby grant Notabene the rights and license to freely use, copy, disclose, license, distribute, and exploit such Feedback in any manner without any obligations, royalties, or restrictions based on intellectual property rights or otherwise.

3.5 Support. Notabene has no obligation to you to provide technical support or maintenance services of any kind for the Services.

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4. Use and Collection of Your Data.

4.1 Your Data. “End User Data” is any data or information submitted to, or used in connection with, the Services or any performance of the Services. End User Data includes, but is not limited to, invoices, the information contained in invoices (such as payment amount and type of currency or token), email addresses, wallet addresses, and international bank account numbers (IBAN’s).

4.2 Rights Granted. By using the Services, End User grants Notabene a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, or modify any End User Data, along with any licenses that End User grants Notabene in the Privacy Policy and Website Terms of Use.

4.3 Aggregated Data. Notwithstanding anything herein, End User acknowledges that Notabene may, directly or indirectly, collect, store, compile, use, analyze, disclose, or distribute any anonymized data that is derived or aggregated in de-identified form from (a) any End User Data or information submitted to, or used in conjunction with, the Services, (b) your use of the Services including, without limitation, any usage data or trends with respect to the Services, or (iii) performance of the Services (“Aggregated Data”), provided that Notabene does not use any “personal data” or “personal information” (as defined by Applicable Law) to derive Aggregated Data.

4.4. Personal Data. Where Notabene processes, on behalf of End User, End User Data that are "personal data" or "personal information" (as defined by Applicable Law), Notabene qualifies as a processor under applicable data protection laws, and the Data Processing Agreement at https://notabene.id/agreements/dpa (“DPA”) applies. Where Notabene is a controller of End User Data, Notabene’s privacy policy at https://notabene.id/privacy-policy applies. The DPA and the Privacy Policy are incorporated into this Agreement as if fully set forth herein. In the event of a conflict, the DPA controls with respect to Applicable Data Protection Laws (as defined therein), the Privacy Policy controls with respect to Notabene’s processing of personal data as a controller, and this Agreement otherwise controls.

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5. Term and Termination.

5.1 Term. This Agreement commences on the date on which End User first accepts this Agreement and continues for as long as End User is properly using the Services, unless terminated earlier as provided herein.

5.2 Termination. This Agreement and your license and access rights to the Services will terminate immediately (unless Applicable Law requires otherwise) upon notice from Notabene that you have breached or violated any term of this Agreement. However, if your breach or violation is capable of cure, Notabene has the option to allow for the opportunity to cure within a period of time specified by Notabene (if none specified, then no longer than five (5) days following notice).

5.3 Effects of Termination. You will immediately cease accessing and using the Service when this Agreement terminates or expires. Provisions of this Agreement which are reasonably intended to survive termination of this Agreement, or that are needed subsequent to termination, will survive termination.

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6. Warranties‍

End User represents and warrants to Notabene that:

6.1 All End User Data and other information submitted or provided by End User is true, accurate, complete, and not misleading.

6.2 End User holds all licenses, permits, registrations, and authorizations required under Applicable Law to conduct its business and perform obligations under the Agreement. All such licenses are valid, in good standing, and in full force and effect.

6.3 End User has implemented and maintains a risk-based Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) compliance program that complies with Applicable Law, including due diligence, transaction monitoring, and suspicious activity reporting. End User has performed customer due diligence (CDD) for AML/CFT purposes and ensures sanctions compliance in accordance with Applicable Law for any and all Payors.

6.4 Neither End User nor any Payors (nor any of their owners and principals, respectively) are: (a) listed on any sanctions list or the subject or target of sanctions; (b) owned or controlled by, or acting on behalf of, any person or entity that is the subject or target of sanctions, or established in, operating from, or otherwise based or located in any territory or jurisdiction that is subject to comprehensive (territory-wide) sanctions that Notabene is required to comply with or elects to enforce in its discretion; or (c) established in, operating from, or otherwise based in any jurisdiction that is subject to a Financial Action Task Force Call for Action. End User must not invoice entities or payors that are sanctioned or non-compliant with FATF Travel Rule requirements implementing regulations in applicable jurisdictions.

6.5 End User is a sophisticated commercial entity with experience in payment processing, financial services, or related fields. End User has conducted independent analysis and due diligence regarding participation in the Services and has not relied on any representations by Notabene except as expressly set forth herein.

6.6 End User is solely responsible for determining and satisfying all tax obligations arising from use of or participation in the Services.

6.7 End User’s transaction paths are fully compliant with all regulatory requirements under Applicable Law.

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7. Disclaimers.

7.1 ‍THE SERVICES (AND ANY THIRD PARTY SOFTWARE) ARE PROVIDED “AS IS” AND AT END USER’S SOLE RISK. FOR THE SERVICES (AND ANY THIRD PARTY SOFTWARE), NOTABENE MAKES NO WARRANTIES OF ANY KIND, AND NOTABENE DISCLAIMS, TO THE MAXIMUM EXTENT THAT APPLICABLE LAW PERMITS, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NOTABENE DISCLAIMS ANY WARRANTY THAT THE USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. USE OF THE SERVICES DOES NOT REPLACE, NOR DELEGATE TO NOTABENE, ANY OBLIGATIONS THAT END USER MAY HAVE UNDER APPLICABLE LAW.

7.2 NOTABENE DISCLAIMS ANY AND ALL LIABILITY ARISING FROM ANY INACCURACIES RELATED TO OR ARISING FROM THE SERVICES OR ANY RECORD CREATED IN NOTABENE FLOW, INCLUDING BUT NOT LIMITED TO INACCURACIES IN, OR RESULTING FROM, ANY END USER DATA, ANY PAYOR (INCLUDING, WITHOUT LIMITATION, PAYOR IDENTIFICATION OR INFORMATION), ANY GENERATED PAYMENT LINK, OR ANY VERIFICATION CODE PROVIDED TO END USER. ADDITIONALLY, NOTABENE DISCLAIMS ANY AND ALL LIABILITY RELATED TO OR ARISING FROM ANY PAYMENT MADE TO AN INCORRECT RECIPIENT, ACCOUNT, WALLET, OR DESTINATION OR END USER’S USING OR IDENTIFYING AN INCORRECT PAYOR, WHETHER IN A LINK, RECORD, OR OTHERWISE. ALL OF THE FOREGOING APPLIES REGARDLESS OF HOW OR BY WHOM AN ERROR OCCURS AND WHETHER SUCH ERROR IS INNOCENT, NEGLIGENT, INTENTIONAL, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTABENE DISCLAIMS ANY AND ALL LIABILITY ARISING FROM THE IDENTITY VERIFICATION OR AUTOFILL FUNCTIONS IN THE SERVICES, AND END USER IS FULLY LIABLE FOR ANY INACCURACIES RELATED TO OR ARISING FROM END USER’S ACCEPTING OR ENTERING INCORRECT INFORMATION IN THE SERVICES AND/OR FOR FAILING TO CORRECT SAME, MANUALLY OR OTHERWISE.

7.3 NOTABENE DISCLAIMS ANY AND ALL LIABILITY ARISING FROM END USER’S VIOLATION OF LAW, INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, REGULATORY NON-COMPLIANCE, FAILURE TO MAINTAIN ADEQUATE FRAUD PREVENTION OR SECURITY CONTROLS, SECURITY BREACH, BAD FAITH, WILLFUL MISCONDUCT, FRAUD, OR NEGLIGENCE, OR FOR ANY OF THE FOREGOING BY ANY PAYOR. NOTABENE HAS NO LIABILITY FROM ANY CLAIM BROUGHT AGAINST NOTABENE BY (A) ANY PAYOR, OR (B) ANY OTHER THIRD PARTY WHERE SUCH CLAIM ARISES FROM OR IS RELATED TO THE SERVICES.

7.4 NOTABENE HAS NO DUTY TO MONITOR, VERIFY, OR VALIDATE ANY TRANSACTION INVOLVING END USER OR ANY END USER DATA. END USER IS FULLY AND SOLELY RESPONSIBLE FOR THE FOREGOING. END USER MAY NOT RELY ON NOTABENE FOR ANY ASSESSMENT OF ANY PAYOR, INCLUDING, WITHOUT LIMITATION, ITS CREDITWORTHINESS, TRANSACTION SUITABILITY, OR REGULATORY COMPLIANCE. NOTABENE DOES NOT GUARANTEE THAT THE SERVICES WILL MEET END USER’S REQUIREMENTS OR ARE SUITABLE FOR ITS OR THEIR BUSINESS NEEDS OR THAT THE SERVICES WILL BE FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE.

7.5 THIS SECTION 7 (“DISCLAIMERS”) WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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8. Indemnification‍

End User will defend Notabene and its employees, personnel, service providers, directors, agents, and affiliates against any claim, action, suit, or proceeding brought by a third party (including, but not limited to, a Payor or Agent) (“Claim”) arising out of or relating to (a) End User’s use or misuse of the Services, (b) any third party access to or use of a payment link generated by or from the Services; (c) any End User Data or the use of End User Data with the Services, including, but not limited to, a violation of Applicable Law or an infringement or misappropriation of third-party intellectual property rights, or (d) End User’s fraud, willful misconduct, or gross negligence; and End User will indemnify Notabene from any damages, attorneys’ fees, and costs finally awarded against Notabene, or for amounts paid by Notabene under a settlement, resulting from such Claim. The foregoing indemnity and defense will not apply if such Claim results directly from Notabene’s fraud, willful misconduct, or gross negligence.

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9. Limitation of Liability.

‍IN NO EVENT WILL NOTABENE OR ITS AFFILIATES HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF INCOME, LOSS OF DATA, LOSS OF REVENUE, LOSS OF GOODWILL, COVER, OR BUSINESS INTERRUPTION, AND IN NO EVENT WILL THE AGGREGATE LIABILITY OF NOTABENE OR ITS AFFILIATES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES EXCEED TEN U.S. DOLLARS ($10). THE FOREGOING SENTENCE APPLIES WHETHER ANY SUCH LIABILITY ARISES FROM CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR FROM ANY OTHER THEORY OF LIABILITY, AND WHETHER NOTABENE OR ITS AFFILIATES KNEW, SHOULD HAVE KNOWN, OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF ANY REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THIS PARAGRAPH WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT THIS PARAGRAPH IS AN ESSENTIAL PART OF THIS AGREEMENT, WITHOUT WHICH THE OTHER PROVISIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

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‍10. Confidentiality.

‍“Confidential Information” means any information that you or Notabene (the “Discloser”) provides to the other party (“Recipient”), respectively, in connection with this Agreement or the Services, whether orally, digitally, or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and/or the circumstances of disclosure. Without limiting the foregoing, the Services are Notabene’s Confidential Information. However, Confidential Information will not include any information that: (a) is or became public without any act or omission by Recipient; (b) was lawfully known by Recipient without any restriction or confidentiality obligation; (c) was rightfully disclosed to Recipient by a third party that did not have a confidentiality obligation; or (d) was independently developed by Recipient without use of or access to Discloser’s Confidential Information.

The Recipient will maintain the Discloser’s Confidential Information in strict confidence, using at least the same degree of care as the Recipient uses to protect its own Confidential Information of a similar nature and importance, but in any event no less than a commercially reasonable standard of care. The Recipient will use Confidential Information solely as necessary to perform its obligations under this Agreement and will promptly notify the Discloser if the Recipient discovers any misuse or misappropriation of Confidential Information. The Recipient will not disclose, or cause to be disclosed, any of Discloser’s Confidential Information to any third party, except to Recipient’s employees who are subject to written confidentiality obligations that are at least as protective as those herein and who have a bona fide need to know such Confidential Information to perform under this Agreement.

In addition, the Recipient may disclose Confidential Information if required by Applicable Law so long as Recipient provides the Discloser (a) prompt written notice of such requirement prior to disclosure and (b) assistance in obtaining an order to protect any Confidential Information from public disclosure, if applicable. For clarity, disclosure of End User Data or Transfer Records to Agents pursuant to Section 1.8 (“Transfer Record”) shall not constitute a breach of this Section 10 (“Confidentiality”).

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11. General

11.1 Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of the State of New York in the United States without regard to any conflicts of law provisions. The parties unconditionally consent to resolve all disputes exclusively in a competent federal or state court in Kings County, New York, in the United States.

11.2 Equitable Relief. End User and Notabene acknowledge that a breach of any confidentiality or proprietary rights provision of this Agreement would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law. In such event, the other party will have the right to seek equitable relief or remedies, without posting a bond or other security, provided that such relief or remedies are not exclusive.

11.3 Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials, or supplies, failure or degradation of internet service or other telecommunication services, network intrusions or denial-of-service attacks, pandemics, epidemics, public health emergencies, governmental orders and acts (including travel restrictions and quarantines), material legal changes, war, terrorism, riots, or acts of God.

11.4 Waiver. No failure or delay in enforcing any term or right or exercising any option in this Agreement will be deemed a waiver, unless a waiver is in writing and signed by the grantor.

11.5 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will not affect the validity, legality, or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.

11.6 Assignment. End User may not assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of Notabene. Any attempted assignment or delegation without such consent will be null and void. Notabene may freely assign its rights or delegate its obligations, either in whole or in part, whether by operation of law or otherwise, without any prior written consent of End User. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns. For the purpose of this paragraph, a change of control, merger, acquisition, or sale of all or substantially all of a party’s business and assets shall constitute an assignment.

11.7 Entire Agreement. This Agreement, including any documents linked herein, is the complete agreement between you and Notabene regarding the use of the Services. It supersedes all prior or contemporaneous agreements, understandings, and communications between you and Notabene, whether written or oral, relating to the subject matter hereof.