Notabene Flow Addendum

This Notabene Flow Addendum (“Addendum”) amends and supplements the Main Services Agreement, Subscription Services Agreement, or other customer or services agreement (“Agreement”) between Customer and Notabene (each a “Party” and, together, “Parties”) to govern Customer’s use of Notabene Flow. In the event of any conflict or inconsistency between this Addendum and the Agreement, the terms of this Addendum prevail, as stated below.

This Addendum is effective as of the date that Customer accepts it by (1) executing a new or updated Order Form that references or incorporates this Addendum or (2) clicking a box indicating acceptance. The individual accepting this Addendum for Customer represents that this individual has the authority to bind Customer and its Affiliates (if any) to this Addendum. This Addendum was last updated on December 17, 2025.

The Parties agree to amend the Agreement as follows:

1. 1. Services. This Addendum adds “Notabene Flow” to the Services as defined in the Agreement, such that the Services include both Notabene Transact and Notabene Flow as described more fully on applicable Order Forms or related documents, and any other services set forth on applicable Order Forms that are made available on Notabene’s platform (collectively, “Services”).
2. 2. Agreement. Except as otherwise specified in this Addendum, the terms of the Agreement remain in effect and apply to all Services, including Notabene Flow. Capitalized terms not otherwise defined in this Addendum will have the meanings given to those terms in the Agreement. 
3. 3. Network Rules. Both this Addendum and the multi-lateral framework among all Notabene Flow participants (“Agents”) at https://github.com/flowdotlink/flow-rules (the “Rules”) are incorporated by reference into the Agreement as if they are fully set forth therein. For clarity, the Rules govern Customer’s participation in the Notabene Flow network and its interactions with other Agents, and the Agreement (including this Addendum) governs the bilateral relationship between Customer and Notabene. By accepting this Addendum, Customer agrees to be bound by the Rules. The Agreement is amended by adding the following terms thereto and incorporating them into the Agreement as if fully set forth therein:
   
   1. The Rules fully apply to Customer regardless of whether Customer is contracted bilaterally with any other Agent. Customer acknowledges and agrees, as do its Affiliates (all of the following, collectively, “Supremacy Terms”):
      
      1. (a) to be fully bound by the Rules, which include, without limitation, Customer's rights and obligations with respect to all other Agents; 
      2. (b) that the Rules and this Agreement, as amended, will prevail over any other contract or agreement that a Customer or its Affiliates have accepted or entered into, or may hereafter accept or enter into, with any other Agent or any other third party (“Agent Contract”);
      3. (c) in the event of any conflict or inconsistency between an Agent Contract and the Rules or this Agreement, then the Rules and this Agreement, as amended, will govern; 
      4. (d) Customer and its Affiliates will take all actions reasonably necessary to give effect to these Supremacy Terms, including amending or waiving any conflicting or inconsistent provisions in any Agent Contracts;
      5. (e) that the Rules may be updated or amended solely according to the governance procedures in the Rules and subject to the terms of this Agreement, as amended; and
      6. (f) any disputes arising from the application of the Rules will be handled and resolved solely according to the governance procedures in the Rules.
4. 4. Personal Data. The data processing agreement at https://notabene.id/agreements/dpa (“DPA”) applies solely to Customer’s use of Notabene Flow and, solely for that purpose, is incorporated by reference into the Agreement as if fully set forth therein. Any processing of personal data in connection with Customer’s use of Notabene Transact will continue to be governed exclusively by the data processing agreement previously agreed in writing between the Parties with respect to Notabene Transact, unless the Parties expressly agree otherwise in writing.
5. 5. Transaction Fees. By accepting this Addendum, Customer agrees to pay Transaction Fees, as defined below and in the Rules, in connection with Customer’s use of Notabene Flow. The Agreement is amended by adding the following term thereto and incorporating it into the Agreement as if fully set forth therein:
   
   1. “Transaction Fees” are the fees charged on a transaction processed through Notabene Flow. Customer’s obligation to pay Transaction Fees is separate and independent from Customer’s obligation to pay fees directly to Notabene for its Services pursuant to Order Forms between the Parties. Customer agrees to pay Transaction Fees for every transaction that Customer initiates via Notabene Flow. Customer will pay Transaction Fees notwithstanding any payment obligations that Customer may have to other Agents or any other third party. Customer is fully responsible to pay any “gas fees” that may be due for processing transactions on any blockchain; Notabene has no responsibility for paying gas fees. Customer may not bring disputes to or claims against Notabene regarding Transaction Fees, unless for damages directly caused by Notabene Flow’s miscalculations. Such disputes must be resolved via governance procedures under the Rules.
6. 6. Notabene Flow Documentation. “Documentation” is updated to include: (a) the security and other information at https://trust.notabene.id/, as well as other technical materials related to the Services which Notabene makes available to Customer; (b) the technical, integration, and operational materials at https://devx.notabene.id/docs/introduction and other designated locations; and (c) the compliance documentation at https://intercom-help.eu/helpnotabene/en/collections/714921-jurisdictional-requirements. Notabene may update the Documentation from time to time. Customer will fully comply with the Documentation.
7. 7. Order of Precedence. Except as provided in Section 4 above (which exclusively governs the applicability of data processing agreements), in the event of any conflict or inconsistency among the following, the order of precedence is, from highest to lowest: Order Forms, this Addendum, the Agreement, the Rules, and the Documentation.
8. 8. Affiliates. When applied to Notabene Flow, the term “Affiliated Entities” in the Agreement (if therein) means “Affiliates.” If not otherwise defined in the Agreement, “Affiliates” are any entities that directly or indirectly control, are controlled by, or are under common control with the subject entity. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
9. 9. License. For clarity, the license that Notabene grants to Customer for Services (the “License”) applies to both Notabene Flow and Notabene Transact; provided that the License for Notabene Flow is worldwide, granted to Customer and its Affiliates, and subject to the Agreement, this Addendum, and the Rules. Customer is fully liable for the acts or omissions of its Authorized Users and Affiliates, or for any breach of the Agreement or this Addendum by its Authorized Users or Affiliates, as if Customer has itself undertaken such acts or omissions or has itself breached this Agreement or this Addendum. Affiliates are bound by the Agreement and this Addendum.
10. 10. Service Levels. For Notabene Flow, Notabene will comply with the Service Level Agreement at https://notabene.id/agreements/service-level-agreement (“SLA”), as updated from time to time. The sole remedy for violation of this SLA is as stated in, and in accordance with, the “Termination” section of the SLA. This Section 10 likewise applies to Notabene Transact if the Agreement does not otherwise provide an SLA for Notabene Transact.
11. 11. Regulatory Compliance. This Section 11 applies only if the Parties have not previously agreed in writing to regulatory compliance exhibit(s), which will continue to apply notwithstanding anything in this Section.
    
    1. (a) If a Customer or any Affiliate licensed under the Agreement is domiciled in the European Economic Area, or in Switzerland, San Marino, Monaco, or Vatican City, and is regulated pursuant to the regulations cited therein for the Services specifically, then the European Regulatory Compliance Exhibit at https://notabene.id/agreements/european-union-regulatory-compliance-exhibit will apply only to such Customer and/or Affiliate that satisfies the foregoing requirements. 
    2. (b) If a Customer or any Affiliate licensed under the Agreement is domiciled in Singapore and regulated by the Monetary Authority of Singapore for the Services specifically, then the Singapore Regulatory Compliance Exhibit at https://notabene.id/agreements/singapore-regulatory-compliance-exhibit will apply only to such Customer and/or Affiliate that satisfies the foregoing requirements.  
12. 12. Further Amendments. The Agreement is amended by adding all of the following terms thereto and incorporating them into the Agreement as if fully set forth therein:
    
    1. I. SERVICES‍
    2. i. Non-Exclusivity. Notabene may grant to other Agents licenses to use Notabene Flow which are similar to the License. This License does not confer to Customer any preferential, proprietary, or sole status to Customer and is contingent upon Customer’s and/or its Affiliates’ ongoing compliance with Applicable Law, the Agreement, and the Rules, including (without limitation) meeting Eligibility Criteria as set forth herein and in the Rules. ‍
    3. ii. Eligibility and Onboarding. Customer’s and its Affiliates’ License for use of Notabene Flow is subject to the eligibility and onboarding criteria set forth in the Rules (“Eligibility Criteria”). Customer and its Affiliates will provide accurate and complete information in demonstrating satisfaction with Eligibility Criteria, comply with Eligibility Criteria on a continuous basis, and promptly notify Notabene of any change resulting in non-satisfaction of the Eligibility Criteria. 
    4. iii. Excluded Parties:
       
       1. “End Users” means users who have a relationship with Customer and its Affiliates (including beneficiaries and originators, as defined in the Rules). End Users do not directly access or interact with Notabene Flow. 
       2. “Excluded Services” are services or products outside the scope of Notabene Flow, including, but not limited to, fund custody, control, or transmission, or transaction settlement or finalizing, and any data, content, or other materials resulting from the provision of those Excluded Services or any fees paid to an External Provider.
       3. “External Providers” are (a) companies, individuals, or any entities providing Excluded Services or (b) any non-Agents providing services (e.g., compliance or infrastructure-related services) to Customer or other Agents, whether as subcontractors, licensees, or in the context of any other relationship. 
       4. Notabene fully disclaims any and all liability associated with End Users, Excluded Services, or External Providers, including but not limited to Customer’s (or any other Agent’s) relationship with End Users or use or retention of External Providers or Excluded Services. ‍
    5. iv. Notabene’s Role:‍
    6. Notabene acts solely as a technology provider. Notabene Flow functions as a communications and orchestration layer on top of existing payment rails and blockchain network. Notabene provides solely compliance and messaging infrastructure and routing suggestions and coordination and does not make final compliance determinations. Notabene is not a fund or asset custodian and is not responsible for moving funds
    7. v. Notabene will:
       
       1. (a) Provide access and use of Notabene Flow on a non-discriminatory basis, consistent with and subject to Applicable Law and the Rules; 
       2. (b) Enable Customer to communicate securely with other Agents in a transaction;
       3. (c) Enable Customer, at its discretion, to opt-out of transacting with any other Agent or to opt-out of any transaction;
       4. (d) Operate and maintain core functionality of Notabene Flow in accordance with the Agreement, Rules, SLA, and DPA;
       5. (e) Provide access to Notabene Flow for Customer’s integration;
       6. (f) Make automation capabilities available, including policy-based tooling, as specified in the Documentation;
       7. (g) Maintain audit trails and support the transmission of metadata with enhanced payment references;
       8. (h) Provide payment links and/or payment request workflows; and
       9. (i) Facilitate the transmission of information for Travel Rule compliance purposes.
    8. vi. Notabene does not and will not:
       
       1. (a) Act as a principal, fiduciary, advisor, counterparty, or agent of Customer and/or its Affiliates; 
       2. (b) Take custody of, or control or transmit, funds or assets; 
       3. (c) Settle funds or transactions, or execute, guarantee, or participate in transaction settlement; 
       4. (d) Have responsibility for settlement finality or completion;
       5. (e) Have any role in, or responsibility for, direct relationships with End Users or External Providers;
       6. (f) Indiscriminately block parties from using Notabene Flow; 
       7. (g) Make discretionary decisions about whether transfers are permissible or should be finalized; or
       8. (h) Provide credit, investment, tax, legal, or other professional advice.
    9. vii. Customer’s Role. Customer is an independent service provider that is responsible for its own services, customers, and End User relationships (and those of its Affiliates). Customer has sole responsibility for: 
       
       1. (a) Taking custody of, settling, controlling, and transmitting funds or assets;
       2. (b) Authorizing the settlement path that Customer and/or its Affiliates select;
       3. (c) Executing transactions and achieving settlement on external blockchain rails;
       4. (d) Making decisions about whether transfers or transactions are permissible or should be settled or finalized;
       5. (e) All expenses resulting from authorized transactions that fail; 
       6. (f) Determining the applicability, interpretation, and sufficiency of technical implementation under Applicable Law governing Customer’s and/or its Affiliates’ activities;
       7. (g) Use of External Providers and Excluded Services, and the acts and omissions of End Users;
       8. (h) Determining the appropriateness and risks of using Notabene Flow; 
       9. (i) Obtaining independent professional advice regarding legal, regulatory, tax, and financial matters; and
       10. (j) Determining the applicability, interpretation, and sufficiency of the technical implementation of Travel Rule requirements under Applicable Law governing Customer’s and/or its Affiliates’ activities.
    10. II. WARRANTIES‍
    11. i. Export and Sanctions Compliance. Each Party agrees to comply fully with all applicable export control, anti-boycott, and economic sanctions laws, including those administered by OFAC, the European Union, the United Nations, and OFSI. No Party shall use, access, or enable use of the Services for the benefit of: (a) any country, territory, organization, or individual on any applicable sanctions list, including the SDN List, EU Consolidated List, UN Sanctions List, or UK List of Financial Sanctions Targets; (b) any country or territory subject to comprehensive sanctions; or (c) any prohibited end-use, including activities involving weapons of mass destruction, terrorism, or other illegal conduct.
    12. ii. Customer Warranties. In addition to any other warranties provided herein, Customer represents and warrants to Notabene that:
        
        1. (a) Customer 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.
        2. (b) Customer has implemented and maintains a risk-based AML and CFT compliance program that complies with Applicable Law, including required End User due diligence, transaction monitoring, and suspicious activity reporting. Customer is not, and its owners and principals are not, listed on any sanctions list or located in any comprehensively sanctioned jurisdiction.
        3. (c) Customer is a sophisticated commercial entity with experience in payment processing, financial services, or related fields. Customer 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.
        4. (d) Customer is solely responsible for determining and satisfying all tax obligations arising from use of or participation in Notabene Flow. Customer is solvent, able to pay debts as they become due, and has sufficient financial resources to perform obligations under the Agreement.
        5. (e) Customer’s transaction chains and paths are fully compliant with all regulatory requirements under Applicable Law.
        6. (f) All information provided by Customer is true, accurate, complete, and not misleading.
    13. III. INDEMNIFICATION
13. 1. Flow Customer Indemnity. In addition any other defense and/or indemnities provided in this Agreement, Customer will defend Notabene and its employees, personnel, service providers, directors, agents, and Affiliates against any action, suit, or proceeding brought by a third party (“Claim”) arising out of or relating to: (a) fraud, willful misconduct, or gross negligence by Customer or its Affiliates, Authorized Users, or End Users; (b) actual or suspected fraud on the transactions of Customer or its Affiliates, (c) End Users, Excluded Services, or Excluded Providers, (d) failed or incomplete transactions (except if directly resulting from Notabene’s fraud, willful misconduct, or gross negligence), or (e) disputes between Customer and other Agents; and Customer 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. Furthermore, Customer will indemnify Notabene for any regulatory penalties or fines that Customer incurs (except if directly resulting from Notabene’s fraud, willful misconduct, or gross negligence).
    2. IV. DISCLAIMERS
    3. In addition to any other disclaimers set forth in this Agreement (which apply to both Notabene Flow and Notabene Transact), the following disclaimers apply:‍
    4. i. Third Parties. NOTABENE IS NOT RESPONSIBLE FOR ANY THIRD-PARTY CONTENT, LINKS, OR SERVICES ACCESSIBLE THROUGH NOTABENE FLOW. NOTABENE DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATED TO, AND MAKES NO WARRANTIES REGARDING, “EXTERNAL PROVIDERS” AND “EXCLUDED SERVICES,” INCLUDING BUT NOT LIMITED TO ANY FAILURES OR LOSSES ARISING FROM EXTERNAL PROVIDERS AND EXCLUDED SERVICES OR THEIR USE OR RETENTION OR THEIR ALLEGED INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NOTABENE PROVIDES NO SUPPORT FOR SUCH EXTERNAL PROVIDERS AND EXCLUDED SERVICES. NOTABENE DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATED TO, AND MAKES NO WARRANTIES REGARDING, THE “END USERS” OF CUSTOMER OR OTHER AGENTS, OR ANY OTHER THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, PAYMENT PROCESSING ERRORS, CUSTOMER SERVICE FAILURES, REGULATORY VIOLATIONS, OR ANY OTHER ACTS, OMISSIONS, NEGLIGENCE, MISCONDUCT, OR FAILURES OF END USERS, AGENTS, AND OTHER THIRD PARTIES, OR ANY TERMS OF USE THAT THEY PROVIDE. 
    5. ii. No Payment Liabilities. NOTABENE DISCLAIMS ANY AND ALL LIABILITY FOR: THE CONVEYANCE, CUSTODY, TRANSMISSION, TRANSFER, OR SETTLEMENT OF FUNDS, INCLUDING, WITHOUT LIMITATION: INCOMPLETE, REVERSED, FAILED, OR NON-FINAL PAYMENT SETTLEMENTS; BLOCKCHAIN NETWORK FAILURES OR CONGESTION; TECHNICAL FAILURES BEYOND NOTABENE’S CONTROL; AND LOSSES ARISING FROM AGENT PERFORMANCE OR NON-PERFORMANCE, AGENT CAPABILITIES OR CREDITWORTHINESS, END USER DISPUTES, OR REGULATORY ISSUES. ADDITIONALLY, NOTABENE DISCLAIMS ANY AND ALL LIABILITY FOR ANY PAYMENT MADE TO AN INCORRECT RECIPIENT, AGENT, END USER, ACCOUNT, WALLET, OR DESTINATION, REGARDLESS OF HOW OR BY WHOM THE ERROR OCCURS AND WHETHER SUCH ERROR IS INNOCENT, NEGLIGENT, INTENTIONAL, OR OTHERWISE.‍
    6. iii. No Regulatory Liabilities. CUSTOMER MAY NOT RELY ON NOTABENE’S OR NOTABENE FLOW’S INCORPORATION, IMPLEMENTATION, OR INTERPRETATION OF REGULATORY REQUIREMENTS (INCLUDING BUT NOT LIMITED TO THE TRAVEL RULE), WHICH IS NOT LEGAL ADVICE AND IS PROVIDED SOLELY FOR OPERATIONAL ENABLEMENT. NOTABENE IS NOT RESPONSIBLE, AND DISCLAIMS ALL LIABILITY, FOR: ANY REGULATORY FINES OR PENALTIES THAT CUSTOMER OR ITS AFFILIATES INCUR (UNLESS THE DIRECT RESULT OF NOTABENE’S ACTION OR OMISSION), ANY REGULATORY VIOLATIONS BY CUSTOMER, ITS AFFILIATES, OR ITS OR THEIR AUTHORIZED USERS, OR THE REGULATORY COMPLIANCE OF ANY TRANSACTION OR WORKFLOW.
    7. iv. Fraud; Security; Violation of Law. NOTABENE DISCLAIMS ANY AND ALL LIABILITY FOR, AND CUSTOMER IS SOLELY LIABLE FOR, ACTUAL OR SUSPECTED FRAUD BY CUSTOMERS OR THEIR AFFILIATES OR END USERS, OR ON THE TRANSACTIONS OF ANY OF THE FOREGOING OR THEIR FAILURE TO MAINTAIN ADEQUATE FRAUD PREVENTION CONTROLS. NOTABENE BEARS NO LIABILITY FOR ANY SECURITY BREACH OF CUSTOMER OR ANY THIRD PARTY. CUSTOMER IS FULLY LIABLE FOR ITS OWN SECURITY BREACH OR THAT OF ITS END USERS OR EXTERNAL PROVIDERS. CUSTOMER IS FULLY LIABLE FOR ITS VIOLATION OF APPLICABLE LAW (INCLUDING BUT NOT LIMITED TO PRIVACY LAW AND SANCTIONS RESTRICTIONS) OR FOR SUCH VIOLATION BY ITS END USERS OR EXTERNAL PROVIDERS
    8. v. No Monitoring, Reliance, or Guarantees. NOTABENE HAS NO DUTY TO MONITOR, VERIFY, OR VALIDATE ANY TRANSACTION, CONTENT, OR DATA SUBMITTED BY CUSTOMER OR ANY AGENT; CUSTOMER IS FULLY AND SOLELY RESPONSIBLE FOR THE FOREGOING. CUSTOMER MAY NOT RELY ON NOTABENE FOR ANY ASSESSMENT OF AGENT OR COUNTERPARTY CREDITWORTHINESS, TRANSACTION SUITABILITY, OR REGULATORY COMPLIANCE. EXCEPT AS OTHERWISE PROVIDED HEREIN, NOTABENE DOES NOT GUARANTEE THAT: NOTABENE FLOW OR ANY TRANSACTION WILL MEET CUSTOMER’S REQUIREMENTS OR IS SUITABLE FOR ITS BUSINESS NEEDS; NOTABENE FLOW WILL BE AVAILABLE AT ANY PARTICULAR TIME OR PLACE; OR NOTABENE FLOW WILL BE FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE.
    9. IV. LIMITATION OF LIABILITY
    10. For clarity, nothing in any limitation of liability in the Agreement (a) pertains to or includes Transaction Fees or (b) limits Customer’s and its Affiliates’ obligations to pay such Transaction Fees.
    11. V. TERM AND TERMINATION
    12. i. Additional Effects of Termination. In addition to any other effects of termination and subject to applicable laws and regulations, upon expiration or termination of this Agreement, (a) all outstanding Transaction Fees become immediately due and (b) Notabene may complete, close out, or reverse transactions in process; provided, that Customer remains solely responsible for all such transactions and related obligations. For clarity, Customer’s obligation to pay Transaction Fees is not impacted in any way by any pro-rata refund of fees that Notabene makes directly to Customer.
    13. ii. Suspension. Subject to applicable law and regulations (including outsourcing regulations), but notwithstanding anything else in the Agreement or the Rules, Notabene, in its sole judgment, may immediately suspend Customer’s and/or its Affiliates’ access to Notabene Flow, upon prior written notice (if feasible under the circumstances), in the event of: (a) actual, or reasonably suspected, security or regulatory risk to Notabene or to Notabene Flow; (b) actual, or reasonably suspected, fraud by Customer or its Affiliates or its or their Authorized Users, (c) violation of applicable laws or regulatory requirements, including, without limitation, any sanctions violation; (d) failure to meet Eligibility Criteria; or (e) non-payment of Transaction Fees. Where the basis for suspension is curable, Notabene may reinstate access upon Customer’s cure and/or Notabene’s reasonable determination that any material risk has been remediated and has no continuing impact. Nothing in this paragraph limits or precludes Notabene from seeking any other remedies available to it (including, without limitation, termination of the Agreement or any Order Form) as otherwise provided in the Agreement (including the Addendum) or the Rules.
    14. VI. GENERAL TERMS
    15. Arbitration. The following applies for disputes or claims (or contractual interpretation) arising for Notabene Flow, notwithstanding anything to the contrary; provided that Customer may elect to apply the arbitration terms below for Notabene Transact upon written notice to Notabene
    16. i. Governing Law. The Agreement will be governed by and construed under the laws of the State of New York without regard to any conflicts of law provisions, except as provided below regarding the U.S. Federal Arbitration Act.
    17. ii. Negotiation. The Parties shall attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement through negotiation between senior executives for thirty (30) days following written notice. If this dispute is not resolved in these thirty (30) days or if the notified Party fails to timely respond, then the notifying Party may initiate arbitration. 
    18. iii. Agreement to Arbitrate. The Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Subsection (c). The Parties agree that arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”) is the sole dispute resolution mechanism for disputes or claims between the Parties arising out of or relating to this Agreement, except for an Arbitration Exception (defined below). Any judicial action filed to resolve such disputes or claims, except for an Arbitration Exception, will be stayed pending arbitration. Each Party knowingly, voluntarily, and intentionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in any action or proceeding arising out of or relating to this Agreement.  Each Party acknowledges that the mutual waivers contained in this Agreement are a material inducement for entering into this Agreement. 
    19. iv. Arbitration Procedure. Arbitration will proceed on an individual basis with a sole arbitrator (retired judge or licensed attorney) selected from AAA’s roster. If the Parties cannot agree within fourteen (14) days, either Party may request that the AAA appoint the arbitrator per AAA Rules. Arbitration will be conducted in English. Arbitration hearings will be held in person in Kings County, New York, or, at the election of either Party, via videoconference. Filing and administrative fees are according to the AAA Rules. Both Parties will keep the existence of any arbitration and all related information strictly confidential, disclosing it only as reasonably necessary to conduct the arbitration or to confirm or enforce an arbitral award. Judgment on the award may be entered in any court having jurisdiction in accordance with the U.S. Federal Arbitration Act or other Applicable Law.
    20. v. Injunctive Relief and Other Exceptions. Notwithstanding anything herein, either Party may seek temporary, preliminary, or permanent injunctive relief (including specific performance or other equitable remedies) in a court of competent jurisdiction in Kings County, New York, without first submitting the dispute to arbitration, where such relief is necessary to prevent immediate and irreparable harm. The pursuit of such judicial relief will not constitute a waiver of the right to compel arbitration for any remaining issues. Notwithstanding anything herein, either Party also retains the right to bring an individual action in small claims court or an individual debt collection action (these actions, together with injunctive relief, constitute “Arbitration Exceptions”). For Arbitration Exceptions (or if the agreement to arbitrate is found not to apply), judicial proceedings may be brought only in a court of competent jurisdiction in Kings County, New York. Both Parties irrevocably consent to venue and personal jurisdiction there
    21. vi. No Class Action; Consolidation Right. Arbitration will proceed on an individual basis only. Customer may not bring claims as part of a class, group, representative action, or collective arbitration. Customer waives any right to initiate, join, or consolidate claims with other arbitrations. Notwithstanding the foregoing, if Customer and other Agents initiate separate arbitrations against Notabene which arise from the same event or alleged breach, Notabene may petition the AAA to consolidate before a single arbitrator or panel. The arbitrator will consolidate if: (i) common questions of law or fact exist; (ii) claims arise from the same event or conduct; and (iii) consolidation would not unfairly prejudice the Customer or any other Agent. Customer and any other Agents retain separate representation, present individual evidence, and receive an individual award. Consolidation does not create a class or representative action.
    22. vii. Costs; Small Disputes. Each Party bears its own costs of arbitration, except that, if the arbitrator determines a claim or defense is frivolous, brought in bad faith, or primarily for harassment, the losing Party will pay the prevailing Party's reasonable attorneys' fees, arbitration fees, and other reasonable costs. For disputes where claimed damages are less than fifty thousand (50,000) USD, arbitrator fees will be reduced per AAA schedules, and the arbitrator may allocate costs based on the reasonableness of positions taken by each Party. Furthermore, either Party may elect for the arbitration to: (i) be based solely on written submissions (no hearings), (ii) require a decision within sixty (60) days of arbitrator appointment, and/or (iii) include limited discovery (document requests only, no depositions).
    23. VII. AUDIT AND REGULATORY COOPERATION
    24. i. Audit Rights. Notabene may conduct an audit of Customer’s compliance with the Agreement and the Rules, but such audits will be limited to information relevant to compliance, use of Notabene Flow, and financial records related to Notabene Flow. An audit may be conducted: (a) no more than once per calendar year, except in response to documented cause (suspected breach, regulatory investigation, or credible security threat), (b) on at least thirty (30) days’ prior written notice (except urgent cases), (c) at mutually agreed times, and (d) in a manner that minimizes disruption to Customer’s operations. If an audit identifies material deficiencies, Customer shall have reasonable opportunity to review findings and remediate.
    25. ii. Confidentiality; Data Protection. All information disclosed during audits is Confidential Information. Audit procedures will respect Customer’s legal obligations regarding data privacy, privilege, and regulatory confidentiality. Notabene will use a secure review platform or data room access where feasible.
    26. iii. Regulatory Cooperation. Customer will promptly notify Notabene of any material inquiry, investigation, or enforcement action related to use of the Services which may reasonably impact Notabene or others. Customer will cooperate with Notabene in providing Notabene necessary information in the context of regulatory action, limited to what is required and only to the extent Notabene and/or the Services are implicated. Information sharing is subject to privilege and privacy restrictions.
    ‍
14. 13. Third Party Products. In the event that the Agreement does not address Integrated Products or the products of third-party providers on Notabene’s platform, then the Agreement is amended by adding the following term thereto and incorporating it into the Agreement as if fully set forth therein:
    
    1. “Integrated Products” are third-party services that are usable on Notabene’s platform, at Customer’s option and convenience, so long as Customer separately pays the providers of these third-party services for their use. The Services do not require the use of Integrated Products, and Customer may elect not to access the Integrated Services. When using any Integrated Product, Customer is responsible for adhering to the applicable terms of service imposed by such Integrated Product’s third-party provider and for paying such third-party provider the full amount of subscription fees or other charges due. Notabene disclaims all liability in the event that Customer does not fulfill the foregoing responsibilities. Notabene, in its sole discretion, may discontinue access to any Integrated Product at any time, upon at least thirty (30) days’ prior notice to Customer. Notabene does not own the Integrated Products. Integrated Products are excluded from any warranties and indemnities that Notabene provides. However, any disclaimers that Notabene provides for the Services likewise apply to the Integrated Products, including (without limitation) that the Integrated Products are provided “as is” and at Customer’s and its Affiliates’ sole risk and that Notabene disclaims all liability associated with the Integrated Products’ performance or accuracy or with any actual or potential infringement of a third party’s intellectual property rights.
15. 14. Updates. Notabene may modify this Addendum from time to time by posting a revised version at http://notabene.id/agreements/flow_addendum (or for any agreement, exhibit, or other document linked or incorporated herein, at the respective link provided herein), which modifications will become effective immediately upon the start of the Customer’s next Renewal Term of the Agreement following the version(s)’s posting (“Renewal Date”) (except that if the version(s) are posted within thirty (30) days of the Renewal Date, then this Addendum will become effective one year from the Renewal Date); provided that Customer may elect, at its discretion and upon written notice to Notabene (which may be provided by email), to accept the revised version at any time after it is posted. If Customer objects to the revised Addendum, as its sole and exclusive remedy, Customer may choose not to renew its Notabene Flow Order Form in accordance with the terms therein and in the Agreement or this Addendum. 
16. 15. Headings. The headings in this Addendum are for convenience only and will not affect the meaning or interpretation of this Addendum.