Main Services Agreement

Prior MSA versions:
MSA Jul 13, 2025 to Dec 17, 2025MSA Sep 3, 2024 to Jul 13, 2025MSA Aug 5 to Sep 3, 2024MSA before Aug 5, 2024
  1. This Main Services Agreement (“Agreement”) is between Customer and Notabene, Inc. or Notabene ID GmbH, as stated in an applicable Order Form (“Notabene”) (each a “Party” and, together, “Parties”) and governs Customer’s use of the Services. This Agreement is effective as of the date that Customer accepts this Agreement by (1) executing an Order Form that references or incorporates this Agreement or (2) clicking a box indicating acceptance (“Effective Date”). 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. This Agreement was last updated on December 17, 2025.
  1. 1. ORDER FORM‍
  2. 1.1. Services. The “Services” are Notabene’s services made available through Notabene’s platform, as described more fully in applicable Order Forms or related documents. The Services may include Notabene Transact, Notabene Flow, or any other services set forth in applicable Order Forms.‍
  3. 1.2. Ordering Services. Customer executes “Order Forms” to order certain of these Services pursuant to the terms therein. Order Forms may be upgraded upon mutual agreement of the Parties. If the Services set forth in an Order Form are or include Notabene Flow, then the Notabene Flow Exhibit at https://notabene.id/agreements/flow-exhibit governs and applies to these Services and is incorporated into this Agreement as if fully set forth herein.‍
  4. 1.3. Agreement. The terms of this Agreement, including any incorporated or linked documents, are incorporated into each applicable Order Form as if fully set forth therein. ‍
  5. 1.4 Definitions.
    1. “Applicable Law” means all laws, statutes, regulations, rules, and binding guidance applicable to a Party, including, but not limited to, those relating to anti-money laundering (AML), counter-terrorism financing (CTF), sanctions, data protection and privacy, and export controls.
    2. “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.
    3. “Affiliates” are any entities that (a) directly or indirectly control, are controlled by, or are under common control with the subject entity and (b) are set forth as “Additional Entities,” "Affiliated Entities", or similar language in an applicable Order Form or for which Customer pays an additional fee. “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. Subsection (b) does not apply in Section 13.4 (Assignment”) or as otherwise provided.‍
  6. 1.5 User Information. “Documentation” includes 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. Notabene may update the Documentation from time to time. Customer will fully comply with the Documentation.‍
  7. 1.6. Order of Precedence. In the event of any conflict or inconsistency among the following, the order of precedence is, from highest to lowest: Order Forms, this Agreement, and the Documentation.
  8. ‍
  9. 2. SERVICES‍
  10. 2.1. Customer License. Subject to the terms of this Agreement, Notabene grants Customer and its Affiliates (if any) a limited, non-exclusive, non-sublicensable, non-transferable (except for permitted assignees) right to access and use the Services (and the Integrated Products, if Customer elects to access them, and provided that Customer pays for them separately) during the Term (defined below), solely for Customer’s business purposes and in accordance with applicable Order Forms (the “License”). ‍
  11. 2.2. Service Level. 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 Section 2.2 (“Service Level”) is as stated in, and in accordance with, the “Termination” section of the SLA.
  12. ‍2.3. Users. An "Authorized User" is an employee or contractor of Customer or Affiliates (if any) that Customer or any Affiliates have authorized to use the Services. Authorized Users will be subject to written confidentiality obligations that are at least as protective as those herein, and contractors may use the Services only on a need-to-know basis. Each Authorized User will comply with the terms of this Agreement and applicable Order Forms. Notabene will issue unique credentials and keys to Customer for its Authorized Users to access the Services in accordance with the Documentation. Notabene may rely on, and Customer is bound by, communications received through proper credentials as authorized by Customer. Customer will (a) not allow anyone other than Authorized Users to access the Services (and verify this if Notabene reasonably suspects credential compromise), (b) not permit credentials to be shared, (c) continuously safeguard credentials using industry-standard security practices, and (d) promptly revoke access to the Services for any Authorized User who no longer requires it. Customer will promptly (within industry-standard timeframes) report to Notabene any credential compromise or any security incidents impacting the Services. Customer is fully liable for the acts or omissions of its Authorized Users and Affiliates, or for any breach of this Agreement by its Authorized Users or Affiliates, as if Customer had itself undertaken such acts or omissions or had itself breached this Agreement. Affiliates are bound by this Agreement. ‍
  13. 2.4. Use Restrictions. Customer and its Affiliates and its and their Authorized Users must not, and must not permit any third party to:
    1. (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; 
    2. (b) modify, or create derivative works of, the Services or Documentation; 
    3. (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Services; 
    4. (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 Customer or its Affiliates in accordance with this Agreement;
    5. (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 Applicable Law; 
    6. (f) provide or use, or permit Notabene to use, Customer Data that infringe, misappropriate, or violate any intellectual property right or other right of a third party or that violate Applicable Law;
    7. (g) interfere with or encumber, or disrupt the integrity or performance of, the Services or any data therein; 
    8. (h) interfere with, modify, bypass, or disable any security controls or other Services protection mechanism, or share credentials with a third party; 
    9. (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 
    10. (j) develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Services. 
  14. Notabene, in its sole judgment, may suspend (upon prior written notice, if feasible under the circumstances) Customer’s and/or its Affiliates’ access to the Services in the event of violation of this Section 2.4 (“Use Restrictions”); provided that Notabene reserves all other remedies available to it under this Agreement.‍
  15. 2.5. Integrated Products. 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.
  16. ‍2.6. Feedback. From time to time, Customer or its Affiliates or its or their employees, contractors, or representatives may provide Notabene with suggestions, comments, feedback, or the like with regard to the Services (collectively, “Feedback”). Customer grants Notabene a perpetual, irrevocable, sublicensable, royalty-free, and fully-paid up license to use and exploit all Feedback in connection with Notabene’s business purposes, including, without limitation, the testing, development, maintenance, and improvement of the Services.
  17. ‍
  18. 3. CUSTOMER DATA‍
  19. 3.1. Definition. “Customer Data” means all information, data, content, and other materials that are submitted, posted, collected, transmitted, or otherwise provided by or on behalf of Customer or its Affiliates through or to the Services in connection with Customer’s or its Affiliates’ use of the Services. However, “Customer Data” excludes Aggregated Data (defined below) and any other information, data, or materials that Notabene owns or controls.‍
  20. 3.2. Notabene License. Customer grants Notabene a non-exclusive, worldwide, royalty-free license to use, host, reproduce, display, perform, and process the Customer Data solely to operate, provide, secure, support, and improve the Services in accordance with this Agreement during the Term. ‍
  21. 3.3. Warranties. Customer represents and warrants that (a) it has obtained all necessary rights, authority, and licenses required for Notabene to access and use the Customer Data to provide the Services, (b) all Customer Data is accurate and does not knowingly contain false information or dummy data, and (c) Notabene’s use of the Customer Data in accordance with this Agreement will not violate any Applicable Law or cause Customer to breach or violate third-party rights. If Customer fails to obtain such rights, authority, or license at any time during the Term, Customer will promptly inform Notabene. ‍
  22. 3.4. Processed Data. The data processing agreement at https://notabene.id/agreements/dpa is incorporated by reference into this Agreement as if fully set forth herein (“DPA”). Notabene may update the DPA in conformance with Applicable Law and/or industry standards. Customer’s continued use of the Services after receiving notice of updates to the DPA constitutes acceptance.‍
  23. 3.5. Aggregated Data. Notwithstanding anything herein, Notabene may collect, store, compile, use, analyze, disclose, or distribute any anonymized data that is derived or aggregated in permanently de-identified form from (a) any Customer Data, (b) any use of the Services by Customer, its Affiliates, and/or its or their Authorized Users, including, without limitation, any usage data or trends, or (c) performance of the Services (“Aggregated Data”), provided that Notabene does not use any “personal data” or “personal information” to derive Aggregated Data.
  24. 4. OWNERSHIP‍
  25. 4.1. Rights of Each Party. Subject to the rights expressly granted in this Agreement: Customer solely owns all Customer Data and Customer’s proprietary processes and intellectual property and reserves all rights, title and, interest therein, and Notabene solely owns the Notabene IP (defined below) and reserves all rights, title, and interest therein. No intellectual property rights are granted except as expressly set forth in this Agreement.‍
  26. 4.2. Definition. “Notabene IP” means the Services (excluding the Integrated Products), Documentation, Aggregated Data, and Notabene’s APIs; the software, websites, programs, interfaces, and applications used for the Services; the user experience and look and feel thereof; the source code, algorithms, technology, data, databases, tools, and processes used to provide the Services; and all intellectual property or proprietary rights in and to any of the foregoing worldwide.
  27. ‍
  28. 5. FEES AND PAYMENT‍
  29. 5.1. Fees. Customer will pay in full to Notabene all fees specified in applicable Order Forms for use of the Services (“Fees”). Customer is obligated to pay all Fees, for the Term, regardless of billing frequency, payment terms, or any term in this Agreement or otherwise, and Notabene reserves the right to enforce this obligation. Unless otherwise stated in an applicable Order Form, Notabene may update the Fees or applicable charges at the end of an Order Term or any Renewal Term to Notabene’s then-current rates for the Services. The updated Fees will be reflected in Customer’s next applicable invoice.‍
  30. 5.2. Payments. Notabene will issue invoices to Customer according to the billing frequency specified in an applicable Order Form. Customer will pay all Fees and other charges set forth on any invoice within thirty (30) days of the invoice’s date of issuance (unless stated otherwise in an Order Form), subject to Section 5.4 (“Disputes”) below. Payments due to Notabene under this Agreement will be made in the currency specified in an Order Form (if none is specified, then U.S. dollars) by electronic transfer of immediately available funds to an account designated by Notabene or such other payment method mutually agreed by the Parties. Except as expressly provided in this Agreement (including incorporated or linked documents) or in an applicable Order Form, all payments made are non-refundable. Without limiting the foregoing, in the event that Customer is charged wire or other transactional fees, Customer will pay an additional amount, so that Notabene receives the due Fees in full, as if no such fees were charged.‍
  31. 5.3. Failure to Pay. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month (or, if lower, the maximum rate permitted by Applicable Law), and Notabene may suspend the Services, upon reasonable prior notice, until all payments due are made in full. Notabene reserves the right to claim reimbursement from Customer for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.‍
  32. 5.4. Disputes. An invoice will be final if it is not disputed within fifteen (15) days of its date of issuance. Subject to the foregoing sentence, in the event that Customer timely disputes an invoice or payment in good faith and provides Notabene with written notice and an explanation for the dispute, Notabene will temporarily suspend the remedies in Section 5.3 (“Failure to Pay”) for thirty (30) days only, during which the Parties will discuss in good faith to endeavor to reach resolution, and after which, if not resolved, Notabene may pursue any available remedies, including but not limited to those in Section 5.3 (“Failure to Pay”).‍
  33. 5.5. Taxes. Customer is responsible for paying all taxes and duties of any kind, whether to Notabene, a tax authority, or any third party, other than any taxes imposed on Notabene’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from amounts payable, Customer will pay an additional amount to Notabene, so that Notabene receives the due Fees in full, as if there were no withholding or deduction.
  34. ‍
  35. 6. CONFIDENTIALITY‍
  36. 6.1. Definition. “Confidential Information” means any information that one Party (the “Discloser”) provides to the other Party (“Recipient”), whether orally or in writing, including digital or electronic means, that is designated as confidential or proprietary, or that a person exercising reasonable business judgment would understand to be confidential or proprietary, given the nature of the information and/or the circumstances of disclosure. However, Confidential Information will not include any information that: (a) is or became public without any act or omission by the Recipient; (b) was lawfully known by the Recipient without any restriction or confidentiality obligation; (c) was rightfully disclosed to the Recipient by a third party that did not have a confidentiality obligation; or (d) was independently developed by the Recipient without use of or access to Discloser’s Confidential Information.‍
  37. 6.2. 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 no less than a commercially reasonable standard of care. Except with the Discloser’s prior written consent, the Recipient will use Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement. The Recipient will promptly notify the Discloser if the Recipient discovers any misuse or misappropriation of Confidential Information.‍
  38. 6.3. Exceptions. The Recipient will not disclose, or cause to be disclosed, any of the Discloser’s Confidential Information to any third party, except: (a) to employees, personnel, service providers, representatives, or contractors of the Recipient or its Affiliates who are subject to written confidentiality obligations that are at least as protective as those herein and have a bona fide need to know such Confidential Information; (b) if the Recipient is required to disclose Confidential Information by Applicable Law, a court order, subpoena, or a competent governmental authority, subject to the Recipient providing to the Discloser (if legally permitted) prompt written notice to allow the Recipient to seek protective measures or other remedies to prevent or limit disclosure, at the Discloser’s sole expense; or (c) as otherwise provided in this Agreement. The Recipient is fully liable for its Representatives’ breach or violation, whether by act or omission, of Section 6 (“Confidentiality”) as if the Recipient had itself effected such breach or violation. Notwithstanding anything herein, the content and existence of this Agreement may be disclosed to a Party’s advisors and attorneys, and to actual or potential acquirers, investors, or other sources of funding, and their respective advisors and attorneys, for due diligence purposes.‍
  39. 6.4. Term of Non-Disclosure. Each Party’s non-disclosure obligations for Confidential Information are effective for one year following the Term or for a total of three (3) years, whichever is longer. However, for Confidential Information that is a trade secret under Applicable Law, non-disclosure obligations last for as long as this Confidential Information remains subject to trade secret protection.
  40. ‍
  41. 7. WARRANTIES‍
  42. 7.1. Notabene Warranties. Notabene warrants that, during the Term, Notabene will not materially decrease the overall security of the Services and will not materially decrease the overall functionality of the Services (excluding the Integrated Products). For any breach of a warranty in this Section 7.1, the sole remedy is termination in accordance with Section 11 (“Term and Termination”) below (except as otherwise provided in this Agreement or incorporated documents).‍
  43. 7.2. Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (b) the acceptance, delivery, and performance of this Agreement are within that Party’s corporate powers, have been duly authorized, and have resulted in a valid and binding agreement by that Party; (c) each Party owns or controls the rights necessary to grant the licenses under this Agreement and complies, and will continue to comply, with all Applicable Law. Without limiting the generality of the foregoing, 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: 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; any country or territory subject to comprehensive sanctions; or any prohibited end-use, including activities involving weapons of mass destruction, terrorism, or other illegal conduct. Each Party will promptly notify the other Party if any representation or warranty in this Section 7 (“Warranties”) becomes untrue or inaccurate.
  44. ‍
  45. 8. INDEMNIFICATION‍
  46. 8.1. Notabene Indemnity. Notabene will defend Customer and its employees, personnel, service providers, directors, agents, and Affiliates against any action, suit, or proceeding brought by a third party (“Claim”) alleging that the Services (excluding the Integrated Products) infringe or misappropriate such third party’s intellectual property rights, and Notabene will indemnify Customer from any damages, attorneys’ fees, and costs finally awarded against Customer, or for amounts paid by Customer under a settlement, resulting from such Claim. However, the foregoing defense and indemnity will not apply to a Claim arising out of or relating to: (a) Customer’s misuse or unauthorized use of the Services, (b) Customer’s breach of this Agreement, fraud, willful misconduct, or negligence; (c) any Customer Data (unless used by Notabene in an unauthorized or illegal way) or any Integrated Products; (d) Customer’s failure to use any updates to the Services which Notabene provided to Customer and notified Customer to implement; (e) modifications to the Services by anyone other than Notabene; or (f) combinations of the Services with software, data, or materials not provided by Notabene.‍
  47. 8.2. IP Remedies. If Notabene reasonably believes the Services (or any component thereof) could infringe any third party’s intellectual property rights, Notabene may, in its sole discretion and at its sole expense, (a) modify or replace the Services, or any component of the Services, so they are no longer claimed to be infringing; (b) obtain the right for Customer to continue using the Services in accordance with this Agreement; or (c) terminate the applicable Order Form(s) and/or this Agreement by providing written notice to Customer. In the event of such termination, Notabene will refund to Customer, on a pro-rated basis, any Fees pre-paid to Notabene for the segment of the Term following the effective date of termination. Notwithstanding the foregoing, with respect to the Integrated Products, Notabene disclaims all liability associated with any actual or potential infringement of a third party’s intellectual property rights. Sections 8.1 (“Notabene Indemnity”) and 8.2 (“IP Remedies”) state Customer’s sole and exclusive remedy for any infringement or misappropriation of intellectual property rights in connection with the Services, except as otherwise provided herein (including incorporated or linked documents).‍
  48. 8.3. Customer Indemnity. Customer will defend Notabene and its employees, personnel, service providers, directors, agents, and Affiliates against any Claim arising out of or relating to (a) any misuse or unauthorized or illegal use of the Services (including but not limited to a violation of this Agreement, an Order Form, or the Documentation) by Customer, its Affiliates or it or their Authorized Users, or (b) any Customer Data or the use of Customer Data with the Services (unless such Claim results directly from Notabene’s fraud, willful misconduct, gross negligence, or its unauthorized or illegal use of such Customer Data), including, but not limited to, a violation of Applicable Law or an infringement or misappropriation of third-party intellectual property rights; 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.‍
  49. 8.4. Procedures. The Party seeking defense or indemnity (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of the Claim for which defense or indemnity is being sought and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement of such Claim. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible; provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval (unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions on the Indemnified Party's business). If the Indemnifying Party entirely refuses to defend the Indemnified Party, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
  50. ‍
  51. 9. DISCLAIMER‍
  52. 9.1. General. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE NOTABENE IP AND THE SERVICES (INCLUDING ALL SOFTWARE, TECHNOLOGY, CONTENT, AND THE INTEGRATED PRODUCTS) ARE PROVIDED “AS IS” AND AT CUSTOMER’S AND ITS AFFILIATES’ SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTABENE DISCLAIMS, TO THE MAXIMUM EXTENT THAT APPLICABLE LAW PERMITS, ALL WARRANTIES AND REPRESENTATIONS, EXPRESSED 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. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTABENE DISCLAIMS ANY WARRANTY THAT THE USE OF THE SERVICES WILL BE ACCURATE, ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. USE OF THE SERVICES DOES NOT REPLACE, NOR DELEGATE TO NOTABENE, ANY OBLIGATIONS THAT CUSTOMER, ITS AFFILIATES, OR ITS OR THEIR AUTHORIZED USERS MAY HAVE UNDER APPLICABLE LAW.‍
  53. 9.2. Integrated Products. Notwithstanding anything herein, 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 disclaims any and all responsibility, without exception and to the maximum extent that Applicable Law permits, for the performance or accuracy of the Integrated Products.
  54. ‍
  55. 10. LIMITATIONS OF LIABILITY‍
  56. 10.1. Exclusion of Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY 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, REPUTATIONAL DAMAGE, OR BUSINESS INTERRUPTION, WHETHER SUCH LIABILITY ARISES FROM CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR FROM ANY OTHER THEORY OF LIABILITY, AND EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE.‍
  57. 10.2. Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS AFFILIATES FOR ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE DIRECTLY TO NOTABENE BY CUSTOMER AND/OR ITS AFFILIATES UNDER THIS AGREEMENT AND APPLICABLE ORDER FORMS FOR THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR FROM ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY SUCH DAMAGES. THIS SUBSECTION 10.2 (“TOTAL LIABILITY”) WILL NOT APPLY FOR LIABILITIES THAT ARE FINALLY DETERMINED TO HAVE RESULTED DIRECTLY FROM EITHER PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. NOTHING IN SECTION 10 (“LIMITATIONS OF LIABILITY”) LIMITS CUSTOMER’S AND/OR ITS AFFILIATES’ OBLIGATION TO PAY FEES UNDER THIS AGREEMENT.
  58. ‍
  59. 11. TERM AND TERMINATION‍
  60. 11.1. Term of Agreement. This Agreement begins on the Effective Date and continues until Customer no longer has any Order Forms that are in effect (the “Term”).‍
  61. 11.2. Term of Order Forms. An “Order Term” is as specified in an applicable Order Form. Except as otherwise specified in an applicable Order Form, at the end of an Order Term, such Order Form automatically renews for successive one-year terms (or for a different term length as specified therein) (each, a “Renewal Term”), unless either Party provides sixty (60) days’ prior written notice to terminate the Order Form at the end of the Order Term or any Renewal Term.‍
  62. 11.3. Termination. Notwithstanding the foregoing, either Party may terminate this Agreement: (a) upon material breach by the other Party which is not cured within thirty (30) days of the receipt of written notice, or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If a Party terminates this Agreement pursuant to this Section 11.3 (“Termination”), then any Order Forms in effect will terminate.‍
  63. 11.4. Refund to Customer. If Customer terminates this Agreement pursuant to Section 11.3 (“Termination”) above, Notabene will refund to Customer, on a pro-rated basis, any Fees pre-paid to Notabene for the segment of the Term following the effective date of termination. Notwithstanding the foregoing, no expiration or termination of this Agreement will relieve Customer of its obligations under Section 5 (“Fees”) for payments that are payable or due for the period prior to expiration or the effective date of termination.‍
  64. 11.5 Destroy or Return. Within thirty (30) days of the expiration or termination of this Agreement, each Party will destroy (or will return, if the other Party so requests) all of the other Party’s Confidential Information in the possession or control of the first Party. Any such destruction will include the permanent deletion of Confidential Information from storage devices or other hosting environments, consistent with industry practices. Upon request, each Party will certify in writing that the Confidential Information has been destroyed (or returned).‍
  65. 11.6 License; Survival. Upon expiration or termination of this Agreement: (a) Customer’s license to access and use the Services ends, and Notabene may disable credentials; and (b) provisions of this Agreement which are reasonably intended to survive expiration or termination of this Agreement, or that are needed subsequently, will survive termination.
  66. ‍
  67. 12. PUBLICITY
  68. Subject to brand guidelines or other written instructions that a Party provides, each Party grants to the other Party a limited, non-exclusive right to use the first Party’s name, logo, marks, and branding for identification, mutual marketing, and publicizing the Parties’ business relationship. Either Party may revoke this license in writing (email is acceptable) on reasonable notice.
  69. ‍
  70. 13. GENERAL‍
  71. 13.1. Governing Law. This Agreement will be governed by and construed under the laws of the State of New York 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 Customer is domiciled in the European Economic Area, the United Kingdom, or Switzerland, 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.‍
  72. 13.2. Regulatory Compliance. If a Customer or any Affiliate licensed under this 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. If a Customer or any Affiliate licensed under this 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.  ‍
  73. 13.3. Local Law. In the event that either Party requires any exhibit or amendment to this Agreement to comply with Applicable Law, such Party will notify the other Party in writing, and, upon this notice, the Parties agree to negotiate such exhibit or amendment in good faith. The Parties further agree that this Agreement may be accepted with the Parties’ intent to negotiate such an exhibit or amendment in good faith subsequent to acceptance.‍
  74. 13.4. Assignment. Neither Party may assign or transfer this Agreement or any Order Form without the other Party’s prior written consent, and any attempt to do so without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement or any Order Forms to: (a) an Affiliate upon at least thirty (30) days’ prior written notice, or (b) 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.‍
  75. 13.5. Notices. Any notice required under this Agreement (or any Order Form) will be via email (pdf files are also permitted) with a request for a responsive email. The notice will be deemed effective when the sender receives a responsive email that the notice has been received; provided that, if no response is received after three (3) business days, then another email will be sent to the same address, and if no response is received after another three (3) business days, then the notice will be deemed effective. If, at any time, the sender receives an email stating that the notice has bounced or not been transmitted, then the notice shall be sent to a second email address (or a third and so on, as necessary) until the notice is sent without bouncing. Notabene will be notified at [email protected] (or, if necessary, at [email protected] or [email protected]). Customer’s email addresses are as provided in an Order Form or as otherwise communicated to Notabene. ‍
  76. 13.6. Equitable Relief. A Party’s breach or threatened breach of any obligations under Section 6 (“Confidentiality”) 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. Nothing in this Section 13.6 (“Equitable Relief”) shall preclude either Party from seeking injunctive relief on any other grounds permitted by law or equity.‍
  77. 13.7. Force Majeure. Neither Party shall be liable for any failure or delay in performance (except payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, cyberattacks, cloud service outages, or power disruptions. The affected Party will promptly notify the other Party and use commercially reasonable efforts to mitigate the impact and resume performance.‍
  78. 13.8. Waiver. No failure or delay in enforcing any term or right or exercising any option in this Agreement or any Order Form will be deemed a waiver, unless a waiver is in writing and signed by the grantor.‍
  79. 13.9. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other, except with the other Party’s prior written consent.‍
  80. 13.10. 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.‍
  81. 13.11. Headings. The headings in this Agreement are for convenience only and will not affect the meaning or interpretation of this Agreement.‍
  82. 13.12. Entire Agreement. This Agreement, including all documents incorporated or linked herein (including, without limitation, all agreements and exhibits), constitutes the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications, and understandings (including, but not limited to, any prior non-disclosure agreements), both written and oral, with respect to its subject matter. Except as provided in Section 13.13 (“Changes to this Agreement”) below, this Agreement may be amended or modified only by a written document accepted by duly authorized representatives of the Parties. ‍
  83. 13.13. Changes to this Agreement. Notabene may modify this Agreement from time to time by posting a revised version at https://notabene.id/agreements/msa (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 Agreement 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 Agreement, as its sole and exclusive remedy, Customer may choose not to renew in accordance with Section 11 (“Term and Termination”) and/or any applicable Order Forms.
By clicking “Accept”, you agree to the storing of cookies on your device to enhance site navigation, analyze site usage, and assist in our marketing efforts. View our Privacy Policy for more information.
DenyAccept