Network Participation Agreement

Welcome to Notabene’s network of VASPs, the world’s largest active Travel Rule network  – offered at no cost to you. As a participant, you can claim or create your profile on our platform, submit essential company information, and become a verified Notabene network member. Once verified, your profile allows you to securely share information, access other network participants' profiles, and engage in limited transactions using our pre-transaction decision making platform. 

If you are not yet a Notabene customer, please contact Notabene’s sales team at notabene.id/sign-up-for-notabene to find out about our expansive paid services.

At Notabene, trust and security are our highest priorities. The information you provide will be safeguarded by our rigorous security policies and our SOC-2 and ISO-27001 compliant systems. Joining our network broadens your transactional opportunities while ensuring compliance within a robust and secure framework.

This End User License Agreement (this “Agreement”) is by and between Notabene, Inc., a Delaware corporation (“Notabene”), and the individual or legal entity using, accessing, or otherwise interfacing with the Services, as defined below (“you” or “End User”). This Agreement governs the use of Notabene’s Software as a Service (SaaS) compliance solution and, subject to the terms herein, authorizes you to (1) access and use a network of virtual asset service providers (“VASPs”) and other crypto-currency companies available on Notabene’s platform (the “Network”), (2) claim, create, or otherwise register user profiles or accounts in this Network, (3) have Notabene review and verify your submitted incorporation and other identifying information and documentation, (4) share your identifying information on the Network with other participants, and (5) use the services available on https://app.notabene.id/auth/get-started, which include receiving notifications about incoming Travel Rule transfers, identifying and verifying counterparty information for crypto-currency transactions to comply with the Travel Rule, and conducting such transactions upon verification, as described and made available at notabene.id/solutions/sunrise-plan (collectively, “Services”). The Services include all related or incorporated software, software components, code, data, databases, algorithms, technologies, processes, and methods, as well as the Network.

Notwithstanding anything to the contrary, the Services made available pursuant to, and governed by, this Agreement are limited to those that Notabene provides free of charge. Any services for which Notabene charges fees require the execution of an order form and acceptance of a Main Services Agreement. 

NOTABENE PROVIDES THE SERVICES, INCLUDING ANY ASSOCIATED SOFTWARE AND DOCUMENTATION, 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.

1. Access Rights.

a. Rights Granted. Subject to the terms and conditions of this Agreement, Notabene hereby grants End User a non-exclusive, non-sublicensable, non-transferable, non-distributable license to use and access the Services, during the Term (defined below), solely for End User’s business purposes; provided that Notabene may revoke such license upon Notabene’s suspicion or belief, in its sole discretion, that End User is violating any of the use restrictions and limitations herein, including but not limited to Section 1.c, subject to applicable law. 

b. 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 that is revocable in accordance with the terms of this Agreement. 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 under this Agreement.

c. Limitations and Restrictions. You will not act, or permit anyone else to act, outside or beyond the scope of access rights that are expressly granted by this Agreement. You will not and will not permit anyone to, directly or indirectly:  (i) misuse the Services, or use or access the Services in an unauthorized manner, (ii) misuse, or use in an unauthorized way, your data or the data of any third party; (iii) modify, or create derivative works of, the Services, in whole or in part; (iv) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (v) frame, mirror, distribute, sell, resell, rent, or lease the use of the Services; (vi) use the Services that in any manner infringes, misappropriates, or otherwise violates any intellectual property right of a third party or other right of a third party or that violates any applicable law, including but not limited to privacy laws; (vii) provide, submit, or use, in conjunction with the Services, any data or other materials that infringe, misappropriate, or otherwise violate any intellectual property right or other right of a third party or that violate any applicable law, including but not limited to privacy law; (viii) interfere with or encumber, or disrupt the integrity or performance of, the Services or any data or content that the Services contain or transmit; (ix) interfere with, modify, bypass, or disable any security measures or controls or other protection mechanisms of or in the Services; (x) introduce or expose the Services to malware, viruses, trojan horses, worms, or other harmful or disabling software routines or components or those which permit unauthorized access or disable, erase, or harm software or data; (xi) use or reference the Services, associated documentation, or any other Notabene Confidential Information in any way, in whole or in part, to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Services, or for benchmarking or competitive analysis for competitive or related products or services; (xii) misrepresent on or through the Services that you are authorized to act on behalf of a company, corporation, or other legal entity, (xiii) create, claim, or register a profile to access the Services and/or Network when you do not have the right or authority to do so, (xiv) steal a third party’s identity on or through the Services, (xv) provide false or misleading information or documentation to Notabene, on or through the Services, or otherwise; or (xv) cause harm (financial, reputational, or otherwise) to a third party by doing any of the foregoing. If you become aware of any violation or suspected violation of this paragraph, you will promptly notify Notabene by emailing [email protected]. Upon Notabene’s suspicion or belief, in its sole discretion, that End User is violating this paragraph, Notabene may suspend or terminate the End User’s access rights to, and use of, the Services, subject to applicable law. 

d. Applicable Law. You may access and use the Services only for lawful purposes and only in accordance with the terms of this Agreement. You will comply with all applicable laws, rules, and regulations 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.

2. Use and Collection of Your Data. 

a. Your Data. “End User Data” means all information, data, content, and other materials, in any form or medium, that End User submits, transmits, or otherwise provides to or through the Services or in connection with End User’s use of the Services, including, without limitation, End User’s Personal Data (defined below). However, End User Data excludes Aggregated Data and any other information, data, data models, content, or materials that Notabene owns or controls and makes available in connection with the Services.

b. Rights Granted. End User grants Notabene a non-exclusive, worldwide, royalty-free right and license,  use, host, access, display, perform, disclose, or distribute within the Network, and to third party users or participants in or of the Network (“Participants”), any End User Data (except that documentation offered for verification purposes directly to Notabene will be disclosed or distributed only upon End User’s approval), during the Term (defined below), for the purpose of providing the Services to the End User. In granting this license, End User is able to create or claim its VASP profile on the Network, which activates this profile and enables End User to respond to Travel Rule messages. End User also becomes available to transact and interface with all other verified Participants as described at notabene.id/solutions/sunrise-plan. You understand and accept that without granting Notabene access to such End User Data, Notabene may not be able to provide the Services to the End User.   

c. Personal Information. Where Notabene processes, on behalf of End User, End User Data that are personal or personally identifiable information of individuals or otherwise defined under applicable laws as “personal data” or “personal information” (“Personal Data”), Notabene qualifies as a processor under applicable data protection laws, and the Data Processing Agreement at www.notabene.id/agreements/dpa applies. Where Notabene is a controller of End User Data, Notabene’s privacy policy at notabene.id/privacy-policy applies. 

d. Analytics. You hereby consent to permit Notabene (i) to perform, conduct, run, display, disclose, distribute, and/or publish analytics regarding your rate of responsiveness to Travel Rule messages sent to you, such as your median response time or percent of messages to which you responded, and other performance metrics pertaining to your activation, responsiveness, compliance, transfers, success, and/or other activities on the Network (collectively, “Analytics”), and (ii) to display, disclose, distribute, and/or publish designations or categorizations that correspond directly to these Analytics pursuant to standard rules applied neutrally to all participants on the Network (“Designations”). One non-inclusive example of a Designation is that the term “Super VASP” may be applied to you and/or other Participants in accordance with notabene.id/glossary/supervasp. Other designations may be provided on www.notabene.id. 

e. Anonymized Data. Notabene may, directly or indirectly, collect, store, compile, use, analyze, disclose, or distribute de-identified and anonymized data or information which is aggregated and derived from (i) any End User Data submitted to, or used in conjunction with, the Services, (ii) your use of the Services including, without limitation, any usage data or trends with respect to the Services, (iii) Notabene’s performance of the Services, or (iv) Analytics or Designations (collectively, “Aggregated Data”). End User agrees that Notabene may use Aggregated Data for any business purpose, provided that this data or information will not include any Personal Data or Confidential Information (defined below).

3. Warranties.

a. General Warranties. End User represents and warrants that (i) it has obtained all necessary rights, authority, and licenses required for Notabene to access and use the End User Data to provide the Services or as otherwise contemplated by this Agreement, (ii) Notabene’s use of the End User Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between End User and any third party, and (iii) any and all End User Data, including but not limited to those used to claim or create a user profile to access the Services and/or Network, are fully accurate and reliable and have been provided honestly and in good faith. 

b. Additional Warranties for Legal Entities. If a legal entity, End User further represents and warrants that (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement, and (ii) the execution, delivery, and performance of this Agreement are within End User’s corporate powers, have been duly authorized, and have resulted in a valid agreement that is binding on End User.  

c. Additional Warranties for Individuals. If an individual user, you further represent and warrant that you have the right and authority to claim or create a profile on or through the Services for and on behalf of the End User, and to otherwise represent and act on behalf of the End User, which is a company, corporation, or other legal entity. 

d. Violation of Warranties. If you become aware of any violation or suspected violation of this Section 3, you will promptly notify Notabene by emailing [email protected] and [email protected]. Upon Notabene’s suspicion or belief, in its sole discretion, that End User is violating this Section 3, Notabene may suspend or terminate the End User’s access rights to, and use of, the Services, subject to applicable law. 

4. 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. 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. End User owns the End User Data subject to the licenses and any rights and authorizations granted herein.

5. Scope of Services.

a. Updates. You acknowledge that the Services are online, subscription-based products, and that Notabene may issue any updates or improvements to the Services. Subject to any existing obligations or any requirements of applicable law, Notabene may discontinue any Services or any portion or feature of any Services for any reason at any time without liability to Notabene.

b. 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 the software’s performance, functionality, or fitness.

c. Feedback. From time to time, you may choose to submit to Notabene suggestions, comments, feedback, or the like with regard to the Services or any other related services provided to you (“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. 

6. Term and Termination.

a. Term. The “Term” of this Agreement commences on the date on which End User first accepts this Agreement and continues (i) for as long as End User is properly using the Services or (ii) until you enter into a Main Services Agreement or other customer agreement with Notabene, at which point such agreement will supersede this Agreement, and this Agreement will terminate. 

b. 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 specified period of time. Provisions of this Agreement which are reasonably intended to survive termination of this Agreement, or that are needed subsequent to termination, will survive termination. 

7. Disclaimers.

‍THE SERVICES (AND ANY THIRD PARTY SOFTWARE) ARE PROVIDED “AS IS” AND AT END USER’S SOLE RISK. 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 (OR ANY THIRD PARTY SOFTWARE) 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. 

FURTHERMORE, NOTABENE DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE IN ANY WAY FROM: (I) ANY END USER DATA; (II) THE USE OF OR ACCESS TO END USER DATA BY NOTABENE OR ANY THIRD PARTY; (III) ANY ANALYTICS AND DESIGNATIONS (AS DEFINED IN SECTION 2.D); (IV) ANY DATA, INFORMATION, CONTENT, OR OTHER MATERIALS PROVIDED OR MADE AVAILABLE BY ANY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO VASPS OR BUSINESS INTELLIGENCE PROVIDERS) PERTAINING TO END USER, VASP PROFILES, THE NETWORK, THE SERVICES, OTHER NETWORKS AVAILABLE VIA THE SERVICES, THIS AGREEMENT, OR OTHERWISE (INCLUDING BUT NOT LIMITED TO PARTICIPANT DATA, AS DEFINED IN SECTION 10) (COLLECTIVELY, “THIRD PARTY DATA”); OR (V) YOUR OR NOTABENE’S USE OF THIRD PARTY DATA ON OR THROUGH THE SERVICES OR OTHERWISE. 

This Section 7 will not apply to the extent liability is the direct result of Notabene’s willful misconduct or fraud.

8. 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, THE SERVICES, END USER DATA, THIRD PARTY SERVICES, OR THIRD PARTY DATA 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, THE SERVICES, OR END USER DATA, THIRD PARTY SERVICES, OR THIRD PARTY DATA EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). 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 ECONOMIC TERMS AND OTHER PROVISIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.  

9. Confidentiality.

‍You and Notabene, whether functioning as Discloser or Recipient, agree to comply with this Section 9.

a. Definition. “Confidential Information” means any information that one party (the “Discloser”) provides to the other (“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: (i) is or became public without any act or omission by Recipient; (ii) was lawfully known by Recipient without any restriction or confidentiality obligation; (iii) was rightfully disclosed to Recipient by a third party that did not have a confidentiality obligation; or (iv) was independently developed by Recipient without use of or access to Discloser’s Confidential Information.

b. Obligations. 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 effectuate 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 effectuate this Agreement. 

c. Disclosure Required By Law. The Recipient may disclose Confidential Information if required by law so long as Recipient provides the Discloser (i) prompt written notice of such requirement prior to disclosure and (ii) assistance in obtaining an order to protect any Confidential Information from public disclosure, if applicable.

10. Data Sharing.

‍In the event that you receive data from a Participant (defined in Section 2.b) including but not limited to due diligence information, Travel Rule data, and transaction information (all of the foregoing, “Participant Data”), you agree to the following: 

a. Subject to the terms of this Section 10, you are authorized to use the Participant Data for networking, verification, transacting, or any other legitimate business purpose in connection with the Network or the Services. You will not misuse the Participant Data or use it in an unauthorized or illegal way. You will not engage in willful misconduct, fraud, or gross negligence, whether by act or omission, in connection with the Participant or the Participant Data. 

b. With respect to Participant Data, you will adhere to the confidentiality provisions in Sections 9.a through 9.c above, inclusive, as applied to you and the Participant, each of which may be either a Discloser or Recipient. 

c. You will comply with all applicable laws, rules, and regulations in connection with your use of Participant Data, including but not limited to privacy laws and export laws.

d. For Participant Data that is “personal data” or “personal information” with data subjects in the European Economic Area (“EEA”), you will process this Participant Data only in the EEA and will not transfer this data outside the EEA, except with the Participant's prior written consent or unless required to do so by applicable privacy law in the EEA, in which case you will inform the Participant of that requirement (if legally permitted to do so). Any such transfer will be made in accordance with Chapter V of the GDPR and the instructions given by the Participant. You will ensure that, if there is no adequacy decision in place as set forth in article 45 of the GDPR, you will execute additional safeguards, including but not limited to, the Standard Contractual Clauses as approved by the European Commission.

e. In the event that the Participant requires any agreement or other documentation in order to comply with the laws of any applicable jurisdiction, you agree, upon reasonable notice from the Participant, to negotiate such agreement or other documentation in good faith. 

11. General

a. Governing Law and Jurisdiction. This Agreement will be governed by and construed under the laws of the State of New York (United States) without regard to any conflicts of law provisions, and 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. Notwithstanding the foregoing, if End User is domiciled in the EEA, the United Kingdom, Switzerland, Monaco, Liechtenstein, San Marino, or Vatican City, this Agreement will be governed by and construed under the laws of Switzerland without regard to any conflicts of law provisions, and the parties unconditionally consent to resolve all disputes exclusively in a competent federal or cantonal court in the Canton of Zug, Switzerland.

b. 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.

c. 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. 

d. 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.

e. 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.

f. Assignment. Neither party may assign or transfer this Agreement without the other party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either party may assign or transfer this Agreement to (i) an affiliate upon at least thirty (30) days’ prior written notice or (ii) to a third party that succeeds to all or substantially all of the assigning party’s business and assets, whether by sale, merger, acquisition, operation of law, or otherwise. Subject to the foregoing, this Agreement is binding upon, and will inure to the benefit of, solely the parties and their respective successors and permitted assigns, and no other rights will be implied or construed to any other entity or third party.

g. Entire Agreement. This Agreement, including any documents linked herein, is the complete and exclusive agreement between you and Notabene with respect to its subject matter; provided that, in the event of any conflict or inconsistency between this Agreement and a Main Services Agreement between you and Notabene (if you are a paying customer), then the latter will prevail.