Notabene Flow Exhibit

This Notabene Flow Exhibit (“Exhibit”) between the Parties amends and supplements the Main Services Agreement between Customer and Notabene ("Agreement") with terms that apply specifically to Notabene Flow. Except as otherwise specified in this Exhibit, the terms of the Agreement remain in effect and apply to all Services, including Notabene Flow. In the event of any conflict or inconsistency between this Exhibit and the Main Services Agreement between Customer and Notabene ("Agreement"), the terms of this Exhibit prevail, as stated below.

This Exhibit is effective as of the date that Customer accepts this Exhibit by (1) accepting an Agreement that references or incorporates this Exhibit, (2) executing an Order Form that references or incorporates this Exhibit, or (3) clicking a box indicating acceptance. The individual accepting this Agreement for Customer represents that this individual has the authority to bind Customer and its Affiliates (if any) to this Agreement. The Agreement’s main headings are repeated in this Exhibit for clarity only (and Section 14 below is a new section). Capitalized terms not otherwise defined in this Exhibit have the meanings given to those terms in the Agreement. This Exhibit was last updated on December 17, 2025.

The Agreement is hereby amended by incorporating all of the following terms into the Agreement as if they are fully set forth therein and inserting each term in sequence according to the Agreement’s numbering system:

1. ORDER FORM‍
1.4.1 Notwithstanding Section 1.4 of the Agreement, for Notabene Flow, “Affiliates” and “Affiliated Entities” (if in the Agreement) are any entities that directly or indirectly control, are controlled by, or are under common control with the subject entity. ‍
1.5.1 For Notabene Flow, the Documentation additionally includes the technical, integration, and operational materials at https://devx.notabene.id/docs/introduction and other designated locations and the compliance documentation at https://intercom-help.eu/helpnotabene/en/collections/714921-jurisdictional-requirements.‍
1.6.1 Notwithstanding Section 1.6 of the Agreement, in the event of any conflict or inconsistency among the following, the order of precedence is, from highest to lowest: Order Forms, the Exhibit, the Agreement, the Rules (see below), and the Documentation. ‍
1.7 Network Rules. The multi-lateral framework among all Notabene Flow participants (“Agents”) at https://github.com/flowdotlink/flow-rules (the “Rules”) is incorporated by reference into the Agreement as if fully set forth herein. The Rules fully apply to Customer regardless of whether Customer is contracted bilaterally with any other Agent. For clarity, the Rules govern Customer’s participation in the Notabene Flow network and its interactions with other Agents, and this Agreement (including the Exhibit) governs the bilateral relationship between Customer and Notabene. Customer and its Affiliates hereby acknowledge and agree (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 the Agreement (including the Exhibit) will prevail over any other contract or agreement that 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 (including the Exhibit) 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 (including the Exhibit); 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.
2. SERVICES‍
1. 2.1.1 Non-Exclusivity. Notabene may grant to other Agents licenses to use Notabene Flow which are similar to the license in Section 2.1 of the Agreement (“License”). This License does not confer to Customer any preferential, proprietary, or sole status 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. ‍
2. 2.1.2 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.‍
3. 2.1.3 Rules. The License is granted subject to the terms of this Agreement (including the Exhibit) and the Rules.
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‍2.7 Excluded Parties‍
1. ‍2.7.1 “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. ‍2.7.2 “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. 2.7.3 “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, its Affiliates, or other Agents, whether as subcontractors, licensees, or in the context of any other relationship. ‍
4. 2.7.4 Notabene fully disclaims any and all liability associated with End Users, Excluded Services, or External Providers, including but not limited to Customer’s or its Affiliates’ (or any other Agent’s) relationship with End Users or use or retention of External Providers or Excluded Services. ‍
2.8 Notabene’s Role‍
1. ‍2.8.1 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.‍
2. 2.8.2 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 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 and all incorporated documents;
  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.
3. ‍2.8.3 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.‍
2.9 Customer’s Role. Customer is an independent service provider that is responsible for its Affiliates and its and their services, customers, and End User relationships. 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.
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5. FEES‍
5.6 Transaction Fees. “Transaction Fees” are the fees charged on a transaction processed through Notabene Flow. Customer hereby agrees to pay Transaction Fees for every transaction that Customer initiates via 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 and under Section 5.1 of the Agreement. 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.
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7. WARRANTIES‍
7.3 Customer Warranties. Customer represents and warrants to Notabene that:
1. 7.3.1 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. 7.3.2 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. 7.3.3 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. 7.3.4 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. 7.3.5 Customer’s transaction chains and paths are fully compliant with all regulatory requirements under Applicable Law.
6. 7.3.6 All information provided by Customer is true, accurate, complete, and not misleading.
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8. INDEMNIFICATION‍
8.5 Flow Customer Indemnity. In addition to the defense and indemnity provided in Section 8.3 of the Agreement, Customer will defend Notabene and its employees, personnel, service providers, directors, agents, and Affiliates against any 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 or its Affiliates, End Users, or External Providers incur (except if directly resulting from Notabene’s fraud, willful misconduct, or gross negligence).
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9. DISCLAIMER‍
9.3 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, FRAUD, PAYMENT PROCESSING ERRORS, CUSTOMER SERVICE FAILURES, REGULATORY VIOLATIONS, OR ANY OTHER ACTS, OMISSIONS, NEGLIGENCE, MISCONDUCT, OR FAILURES OF END USERS, AGENTS, AND/OR ANY OTHER THIRD PARTIES, OR ANY TERMS OF USE THAT THEY PROVIDE. ‍
9.4 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.‍
9.5 No Regulatory Liabilities. CUSTOMER AND ITS AFFILIATES 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.‍
9.6 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 ITS OR THEIR END USERS OR EXTERNAL PROVIDERS, OR ON THE TRANSACTIONS OF ANY OF THE FOREGOING, OR THE FAILURE OF ANY OF THE FOREGOING 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 AFFILIATES OR ITS OR THEIR 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 AFFILIATES OR ITS OR THEIR END USERS OR EXTERNAL PROVIDERS.‍
9.7 No Monitoring, Reliance, or Guarantees. NOTABENE HAS NO DUTY TO MONITOR, VERIFY, OR VALIDATE ANY TRANSACTION, CONTENT, OR DATA SUBMITTED BY CUSTOMER, ITS AFFILIATES, 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 OR ITS AFFILATES’ REQUIREMENTS OR IS SUITABLE FOR ITS OR THEIR 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.
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10. LIMITATION OF LIABILITY‍
10.2.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 10.2 OF THE AGREEMENT, IF ALL FEES ARE EXPRESSLY WAIVED IN ORDER FORM(S) FOR ALL OF CUSTOMER’S OR ITS AFFILIATES’ SERVICES IN THE TWELVE (12) MONTHS REFERENCED ABOVE, THEN THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES FOR ALL CLAIMS UNDER THE AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND (100,000) USD.‍
10.3 For clarity, nothing in Section 10.2 pertains to or includes Transaction Fees, and nothing in Section 10 of the Agreement limits Customer’s and its Affiliates’ obligations to pay such Transaction Fees.
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11. TERM AND TERMINATION‍
11.7 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 in Notabene Flow; provided, that Customer remains solely responsible for all such transactions and related obligations. For clarity, nothing in Section 11.4 of the Agreement impacts Customer’s obligation to pay Transaction Fees.‍
11.8 Suspension. Subject to Applicable Law (including outsourcing regulations), but notwithstanding anything else in the Agreement (including the Exhibit) 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 Law, 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 Section 11.8 (“Suspension”) 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 Exhibit) or the Rules.
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13. GENERAL TERMS‍
13.1.1 Arbitration. Section 13.1 of the Agreement applies solely to Notabene Transact; provided that Customer may elect to apply the arbitration terms below for Notabene Transact upon written notice to Notabene. For Notabene Flow, notwithstanding anything to the contrary:
1. (a) Governing Law. The Agreement (which includes the Exhibit) 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.
2. (b) 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.
3. (c) 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 (“AAA Rules”) of the American Arbitration Association (“AAA”) 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.
4. (d) Arbitration Procedure. Arbitration will proceed on an individual basis with a sole arbitrator (retired judge or licensed attorney) selected from the 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.
5. (e) 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.
6. (f) 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.
7. (g) 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).
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14. AUDIT AND REGULATORY COOPERATION‍
14.1 Audit Rights. Notabene may conduct an audit of Customer’s compliance with this 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.‍
14.2 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.‍
14.3 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.

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Notabene may modify this Exhibit from time to time by posting a revised version at https://notabene.id/agreements/flow-exhibit (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 following the version’s posting (“Renewal Date”) (except that if the version is posted within thirty (30) days of the Renewal Date, then the revised Exhibit or any linked or incorporated document 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 Exhibit, as its sole and exclusive remedy, Customer may choose not to renew its Notabene Order Form in accordance with the terms therein or in the Agreement.