NOTABENE FLOW RULES

Effective on: 24 June 2026

PART 1 – OVERVIEW

Rule 100. Purpose

‍The Notabene Flow Services Agreement ("Agreement") is a bilateral agreement between Notabene and each individual Partner (referred to therein as a Customer). These Notabene Flow Rules (the "Rules"), which are fully incorporated by reference into the Agreement, are the published requirements, standards, and policies that create and govern a multi-lateral framework among all Partners in Notabene Flow. By accepting the Agreement and pursuant to it, Partners are bound to these Rules in their entirety as if each Partner had executed these Rules with every other Partner.
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Rule 101. Order of Precedence

In case of conflict or inconsistency, the order of precedence is, from highest to lowest: (a) the Agreement, (b) these Rules, and (c) the Documentation. Nothing in these Rules limits any of Notabene’s rights (including termination and suspension rights) under any Agreement.
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Rule 102. Definitions.
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Any capitalized term in these Rules that is not defined herein has the definition set forth in the Agreement. 
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‍Rule 103. Payouts and Pay-ins

The originator is the End User sending funds (payor), and the beneficiary is the End User receiving funds (payee). In a payout, the End User of an Initiating Agent is an originator, and the End User of a Responding Agent is a beneficiary. In a pay-in, the End User of an Initiating Agent is a beneficiary, and the End User of a Responding Agent is an originator.‍‍


Rule 104. Partners and Agent Roles

An “Agent” is any Partner entity that participates in Notabene Flow. Partners serve in one or more of the following “Agent Roles”:
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Rule 105. Non-Exclusivity

Agent Roles are non-exclusive. Each Partner may serve as an Initiating Agent, Responding Agent, and/or Infrastructure Provider in a single transaction or in multiple transactions, subject to the applicable terms for each Agent Role.

1. Initiating Agents must:

1. (a) Allocate and distribute Transaction Fees;
2. (b) Create and manage payment requests with complete transaction details;
3. (c) Provide settlement assets or settlement addresses for payouts;
4. (d) Own the primary business relationship with its End Users; and
5. (e) Perform customer due diligence (CDD) for Anti-Money Laundering (AML) purposes and ensure sanctions compliance on its End Users in accordance with Applicable Law.

2. Responding Agents must:

1. (a) Obtain proper End User authorization for all transactions;
2. (b) Select settlement methods from those supported by the Initiating Agent;
3. (c) Provide settlement assets or settlement addresses for pay-ins; 
4. (d) Own the primary business relationship with its End Users;
5. (e) Perform customer due diligence (CDD) for Anti-Money Laundering (AML) purposes and ensure sanctions compliance on its End Users in accordance with Applicable Law.

3. Infrastructure Providers must:

1. (a) Perform delegated technical functions on behalf of other Agents;
2. (b) Maintain institutional-grade security and audit capabilities; 
3. (c) Meet the security and performance standards specified in the Documentation and these Rules;
4. (d) Not maintain direct relationships with End Users; and
5. (e) Manage and fulfill their internal compliance obligations.

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PART 2 – GOVERNANCE

Rule 200. Guiding Principles

Notabene Flow is governed by the principles of neutrality, non-discrimination, rigorous compliance, fair competition, and responsible transparency. Notabene implements these principles through a framework of “open access subject to verification.” 


Rule 201. Rule Revisions

As operator of Notabene Flow, Notabene may revise these Rules from time to time in its reasonable judgment. Revisions become effective upon publication on Notabene's website or other online location designated by Notabene, or upon notice to Partners, unless otherwise specified by Notabene or required by Applicable Law. Notabene intends to provide advance notice of revisions that materially affect participation in Notabene Flow, Partners' rights or obligations, or the commercial terms of the Network. Each Partner will be bound by all revisions to these Rules.


‍Rule 202. Advisory Board

Notabene, in its sole discretion, may designate Partners that execute an Agreement (or any other entity) as members of an advisory board. When constituted, this advisory board may provide strategic guidance on Network development and growth, develop recommendations and initiatives for Notabene Flow, and similar advisory activities. The foregoing would not be binding on Notabene Flow or Notabene.


‍Rule 203. Notice and Communications

For purposes of these Rules, notices, reports, and other communications may be provided in writing via email or, where specified in these Rules, by publication on Notabene's website or other online location designated by Notabene. Such publication constitutes notice under these Rules. Where Partners are required to (or elect to) submit documents or information to Notabene, they must do so via email. Notabene’s email address is [email protected], and each Partner’s email address is the address recorded in the System or otherwise provided to Notabene (for example, during the contracting process).

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PART 3 – COMPLIANCE AND OPERATIONAL REQUIREMENTS

Rule 300. Minimum Partner Eligibility Criteria

To access Notabene Flow, each prospective Partner must satisfy the minimum eligibility criteria set forth below (“Eligibility Criteria”), as applicable:

1. (a) The Partner is not (i) a person or entity that is the subject or target of sanctions, nor (ii) owned or controlled by, or acting on behalf of, any person or entity that is the subject or target of sanctions, and the Partner is not established in, operating from, or otherwise based in any territory or jurisdiction that is subject to comprehensive (territory-wide) sanctions that Notabene is required to comply with or elects to enforce in its discretion;
2. (b) The Partner is not established in, operating from, or otherwise based in any jurisdiction that is subject to a Financial Action Task Force (“FATF”) Call for Action;
3. (c) The Partner possesses a valid Legal Entity Identifier (LEI);
4. (d) The Partner is duly licensed or otherwise authorized to conduct its regulated activities in the relevant jurisdiction(s), and such status can be verified through trusted external sources.
5. (e) The Partner maintains an adequate security posture, as evidenced by valid SOC 2 and/or ISO 27001 certifications.
6. (f) The Partner must maintain, at its own cost, insurance coverage that is customary for its industry and, at minimum: (i) Commercial General Liability: 1,000,000 USD per occurrence and 2,000,000 USD in the aggregate; (ii) Cyber Liability: 2,000,000 USD per claim and in the aggregate; and (iii) Errors and Omissions/Professional Liability: 1,000,000 USD per claim, if Partner provides regulated financial or technology services.

Rule 301. Eligibility Documentation

As such, the minimum documentation that each prospective Partner must submit upon onboarding, and subsequently on an annual basis, are: 

1. (a) legal entity information and LEI ; 
2. (b) regulatory licenses; 
3. (c) relevant security certifications (including SOC 2 and/or ISO 27001); and 
4. (d) certificates of insurance.

Rule 700 (Enforcement Triggers) further describes these requirements and the consequences for non-compliance. 


‍Rule 302. Anti-Trust 

All Partners must comply with applicable antitrust and competition laws in their jurisdictions and refrain from conduct that restricts competition or market access within the Network. Without limiting the foregoing, Partners must not engage in conduct that: (a) unreasonably restricts competition among Network participants; (b) creates artificial barriers to market entry or expansion; (c) facilitates collusion or coordinated conduct among competitors; (d) leverages market power in one market to gain unfair advantage in another; or (e) fixes prices, allocates or divides markets, or shares competitively sensitive information. Partners also must not agree or coordinate with other Partners to collectively refuse to transact with or exclude specific Partners, classes of Partners, customers, merchants, or others. 


‍Rule 303. Security 

1. Each Partner will maintain an information security program aligned with SOC 2 Type II or ISO 27001 standards, including: encryption at rest and in transit, secure key management, multi-factor authentication, network segmentation, least privilege access controls, comprehensive logging, and secure software development lifecycle procedures.

2. A “Security Incident” is a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to systems, data, or cryptographic keys. Each Partner will notify Notabene and other affected Partners without undue delay, and no later than forty-eight (48) hours after confirming a Security Incident. Following such confirmation, Partners will provide periodic updates, cooperate in remediation, and support reasonable assessments or audits. 


‍Rule 304. Travel Rule Implementation

1. Partners must: 

1. (a) Comply with the Documentation pertaining to jurisdiction-specific Travel Rule requirements at https://intercom-help.eu/helpnotabene/en/collections/714921-jurisdictional-requirements;  
2. (b) Validate that Notabene Flow correctly implements Travel Rule requirements in line with the Partners' regulatory obligations and promptly notify Notabene of any discrepancies or disagreements;
3. (c) Proactively notify Notabene and request the addition of any jurisdiction relevant to their operations not currently supported;
4. (d) Promptly notify Notabene of legal or regulatory changes requiring system-level modifications; and
5. (e) Promptly forward Travel Rule messages to other entities within their corporate group if the legal entity was incorrectly identified by the originator.

2. All Travel Rule data exchanges must:

1. (a) Use TAP messaging with IVMS-101 compatible data fields;
2. (b) Include complete originator and beneficiary identifying information;
3. (c) Validate transaction amounts against jurisdiction-specific thresholds; and
4. (d) Maintain tamper-evident audit trails.

3. Partners must respond to Travel Rule messages within timeframes required by applicable regulations or, if not specified, within 24 hours.

4. Inaccurate, fabricated, or incomplete data (where completeness is determined by the providing Partner's Applicable Law) constitutes a breach of the providing Partner's obligations to any other Partner that reasonably relies on such data for regulatory compliance. 

5. Partners receiving inaccurate, fabricated, or incomplete data may reject the transaction or request clarification.


‍Rule 305. Mandatory Rejection of Transactions

Partners must refuse transactions involving (a) sanctioned persons or jurisdictions, and (b) non- compliance with FATF Travel Rule requirements implementing regulations in applicable jurisdictions.


‍Rule 306. Continuing Obligations.

Partners must continuously:

1. (a) Comply with their respective Agreements, these Rules, and Applicable Law, and adhere to the Documentation; 
2. (b) Satisfy the Eligibility Criteria and promptly notify or update Notabene of any change resulting in non-satisfaction of the Eligibility Criteria or any other relevant material change as provided in the Agreement or these Rules;
3. (c) Implement and maintain security and risk controls; conduct sanctions screening and fraud prevention; adhere to operational and compliance requirements for transaction processing; and
4. (d) Check that the Travel Rule features in Notabene Flow are set up correctly for each Partner’s legal requirements. 

If a Partner believes its Travel Rule features are not set up properly or if Applicable Law changes, such Partner will promptly notify Notabene and, if applicable, request that a new country or region be added to Notabene Flow for Travel Rule compliance. 


‍Rule 307. Network Architecture 

1. Partners must integrate with and maintain technical compatibility with Notabene Flow. They must also complete end-to-end integration tests per the Documentation. 

2. All transactions in Notabene Flow follow authorization-before-settlement principles. 

3. All Partners must use TAP for authorization messaging. Each Partner controls its unique identifier for Network use.


‍Rule 308. Settlement Assets and Addresses

1. For pay-ins, Responding Agents must select settlement assets from the Initiating Agent's supported asset list. For payouts, Initiating Agents must select settlement assets from the Responding Agent's supported asset list. Settlement addresses must be provided only after authorization is complete. 

2. Partners must use standardized identifier formats specified in the Documentation for blockchain assets, blockchain account addresses, blockchain networks, and fiat payment accounts. Partners may only share settlement addresses controlled by their respective organizations. Partners must not provide false ownership attestations or addresses they do not control. 

3. Partners providing settlement addresses must ensure addresses are: actively monitored, able to receive the selected funds or assets, properly formatted for the specified blockchain network, compliant with sanctions requirements, not involved with sanctioned protocols or services, and accessible through standard procedures. Partners must maintain backup access mechanisms in case of primary access failure. 

4. Partners must maintain operational procedures to monitor settlement addresses for incoming transactions, confirm receipt within reasonable timeframes, and notify counterparties promptly of access issues.


‍Rule 309. Change System Management

1. Partners must provide advance notice to counterparties of material system changes that may affect coordination capabilities. API endpoint changes require minimum 7 days’ notice, protocol or integration changes require 14 days’ notice, and operational changes require 14 days’ notice.

2. Emergency changes for critical security vulnerabilities, compliance requirements, or operational failures may be implemented immediately with notification within 2 hours and an explanation of why advance notice was not feasible.

3. Partners must maintain reasonable backward compatibility during transitions, including maintaining old API endpoints for 30 days after deployment and supporting previous protocol versions. 


‍Rule 310. Error Disclosure and Correction

1. Partners discovering errors in their data, processes, systems, or communications which may affect other Partners or transactions must notify affected Partners within 24 hours. This notification must explain the errors clearly, describe their potential impact, and propose specific remediation steps. Errors requiring disclosure include incorrect Travel Rule data, authorization mistakes, settlement address errors, system failures causing delays, data breaches, and compliance failures implicating other Partners.

2. Critical errors affecting compliance, security, or settlement must be remediated within 48 hours or Partners must provide interim mitigation measures. Partners bear the costs of remediating their own errors.


‍Rule 311. Professional Communication

All Partner communications conducted through or relating to the Network must be professional, respectful, and conducted in good faith. Partners must respond timely to communications and respect confidentiality obligations. Partners will not engage in offensive, abusive, threatening, or discriminatory language, harassment or intimidation, knowingly false statements, public disparagement, or the like. 

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PART 4 – COMMERCIAL RULES

Rule 400. Transaction Fee Framework

1. In its sole discretion and as neutral operator of the Network, Notabene unilaterally sets, maintains, and revises all Transaction Fees, Use Fees, fee minimums and maximums, discounts, and distribution formulas. The foregoing is subject only to Applicable Law and Rule 201 (Rule Revisions). No Partner or group of Partners has any authority to set, propose, vote on, recommend, or coordinate Transaction Fees, Use Fees, or any other aspect of the fee framework established under this Part 4 (Commercial Rules).

2. Transaction Fees are charged on transactions processed through Notabene Flow and distributed among participating Partners and Notabene, according to the fee structure and distribution formulas set forth in this Part 4 (Commercial Rules). An audit trail is created, and Partners must follow all technical and other requirements in the Documentation to effect distribution.

3. Transaction Fees are imposed on the Initiating Agent for each consummated transaction. The Responding Agent and Infrastructure Providers on the transaction receive a percentage of these Transaction Fees. The Initiating Agent is fully responsible for ensuring that there are sufficient funds for distribution to Responding Agents and Infrastructure Providers.

4. For payouts, fees are additional to the originator's payment amount. For pay-ins, fees are discounted from the amount received by the beneficiary (merchant discount model).

5. Transaction Fees will be set according to a schedule (taking into account maximum and minimum Transaction Fees) which is incorporated into Notabene Flow.


Rule 401. Distribution Formula for Standard Transactions

For a transaction with N participating Partners (excluding the Initiating Agent), the distribution is calculated as follows:

1. The percentage of total Transaction Fees is stated in Notabene Flow.

2. In the absence of a smart contract, fee custodians may be used for a charge of 5% of total Transaction Fees.

3. Transaction Fees for Distribution = Transaction Fees (not including FX or liquidity provider fees), minus Notabene’s share, minus Fee Custodian Share

4. Transaction Share = Transaction Fees for Distribution / (N+2)

5. Responding Agent and KYC Holder (owner of the customer record) receive twice the Transaction Share.

6. All other participating Agents who are involved receive the Transaction Share for their role.


Rule 402. Transaction Fee Errors

1.  Transaction Fee calculations and distributions are final and binding on all Partners.

2. However, if a Partner believes that Notabene made an error in calculating or distributing Transaction Fees, the Partner must report this alleged error to Notabene within 7 days of the distribution date (or expected distribution date). The report must specify the transactions affected and the nature of the alleged error (e.g., miscalculation, incorrect distribution, technical malfunction) and include supporting documentation. Notabene will investigate reported errors and, if errors are confirmed, will correct them in the next applicable distribution or process a corrective distribution.


Rule 403. Effective Date of Revisions

Any revisions to this Part 4 (Commercial Rules) take effect consistent with Rule 201 (Rule Revisions), except that changes to recurring payment arrangements take effect 90 days after approval. 


‍Rule 404. Other Obligations

1. Partners must pay Transaction Fees in full and may not withhold, offset, or reduce Transaction Fees based on any separate obligation, claim, dispute, or arrangement involving another Partner or any third party.

2. Partners may have a separate obligation to pay fees to Notabene for use of Notabene Flow (Use Fees), which are separate and independent from Transaction Fees. 

3. Partners are fully responsible to pay any “gas fees” that may be due for processing transactions on any blockchain.

4. Partners are fully responsible for paying any other fees that they may incur as a part of a transaction independent of Notabene Flow (e.g. blockchain analytics, fiat rail transfer fees, etc).

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PART 5 – MULTI-LATERAL LIABILITY

Rule 500. General

Each Partner is an independent service provider. Partners are solely responsible for their own services, customers, and End User relationships. As between Partners and Notabene, Partners initiate, authorize, and manage transactions in Notabene Flow and are the authorized transmitters of funds. 

The following liability provisions govern relationships among Partners who transact together through Notabene Flow, notwithstanding any separate agreements between any such Partners or involving any third party:


‍Rule 501. Standard of Care

Each Partner will perform its obligations and provide services through Notabene Flow using commercially reasonable efforts and in accordance with industry standards applicable to its role and services.


‍Rule 502. Exclusion of Liability for Third-Party Acts

No Partner is liable for acts, omissions, or failures of other Partners, Notabene, blockchain networks, or other third parties beyond the Partner's control.


‍Rule 503. Transaction Failure Liability 

1. In a payout, if an Initiating Agent fails to complete settlement after authorizing and obtaining authorization from a Responding Agent, the Initiating Agent is liable for Transaction Fees owed to all participating Agents as if the transaction had been completed. 

2. In a pay-in, if a Responding Agent fails to complete settlement after obtaining authorization from an Initiating Agent, the Responding Agent is liable for Transaction Fees owed to all participating Agents as if the transaction had been completed.

3. For purposes of this Rule, "complete settlement" means the Partner has (a) initiated the fund transfer on the agreed payment rail, and (b) provided transaction confirmation through Notabene Flow.


‍Rule 504. Liability Related to End Users

Partners are liable to their own End Users for service failures, but are not liable to other Partners' End Users absent a direct contractual relationship. Nothing in this Rule 504 limits a Partner's indemnification obligations under Rule 505 (Mutual Indemnification).


‍Rule 505. Mutual Indemnification

1. Each Partner agrees to defend and indemnify other Partners against third-party claims arising from the indemnifying Partner's fraud, willful misconduct, gross negligence, or violation of Applicable Law or these Rules.

2. Each Partner agrees to defend and indemnify other Partners against claims by the indemnifying Partner's End Users, Excluded Services, or External Providers (as defined in the Agreement) against the indemnified Partner, except if:

1. (a)the indemnified Partner has a direct contractual relationship with such End Users, Excluded Services, or External Providers, or 
2. (b) such claims arise from the indemnified Partner's gross negligence, fraud, willful misconduct, or violation of Applicable Law or these Rules.

3. Each Partner will follow these procedures:

1. (a) The indemnified Partner will provide prompt written notice of the claim (within 15 days, although notifying after this date does not waive any right to a defense and indemnity).
2. (b) The indemnified Partner will reasonably cooperate in the defense of the claim.
3. (c) The indemnifying Partner controls the defense.
4. (d) The indemnifying Partner will not agree to any settlement that imposes obligations or liability on an indemnified Partner without the indemnified Partner’s prior written consent.

‍Rule 506. Direct Damages Only

Each Partner's liability to other Partners in connection with Notabene Flow transactions is limited to direct damages actually incurred. No Partner will be liable for consequential, indirect, special, exemplary, or punitive damages or for lost profits, lost revenue, or reputational harm.


‍Rule 507. Liability Cap to Any Other Partner

1. Each Partner's aggregate liability to any other Partner for all claims arising from Notabene Flow transactions will not exceed the greater of: (a) fifty thousand U.S. dollars ($50,000 USD) or (b) the total Transaction Fees earned by the liable Partner from transactions with the claimant Partner during the twelve (12) months preceding the claim.

2. The cap set forth in subsection 1 does not apply to:

(a) Fraud, willful misconduct, or gross negligence of the liable Partner;

(b) Indemnification obligations under Rule 505 (Mutual Indemnification);

(c) Security breaches or breaches of confidentiality obligations by the liable Partner; or

(d) Violations of Applicable Law by the liable Partner.


‍Rule 508. Absolute Aggregate Cap to All Partners

1. Notwithstanding Rule 507 (Liability Cap to Any Other Partner), no Partner's aggregate liability to all Partners for all claims arising in any twelve (12) month period will exceed two million U.S. dollars (2,000,000 USD) (“Absolute Cap”), except for liability arising from sanctions violations or criminal conduct, which have no cap.

2. If aggregate claims from multiple Partners exceed the Absolute Cap, the Partner’s total liability is limited to the Absolute Cap, and available funds will be allocated as follows: 

1. (a) Indemnification obligations under Rule 505 (Mutual Indemnification) are paid in full first; 
2. (b) Remaining funds (if any) are allocated pro-rata among other claims based on each Partner's final judgment or settlement amount; 
3. (c) If indemnification obligations under Rule 505 (Mutual Indemnification) exceed the Absolute Cap, they are allocated pro-rata among claimants. 

‍Rule 509. Survival 

This Part 5 (Multi-Lateral Liability) survives any Partner’s cessation of the use of Notabene Flow and/or the termination of any Partner's Agreement with Notabene. These provisions continue to govern any relationships arising from transactions conducted while the Partner was active in the Network.

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PART 6 – KEY PERFORMANCE INDICATORS

Rule 600. General

Notabene intends to measure and report key performance indicators (“KPIs”) for every Partner, as applicable. This Part 6 (KPIs) and rules in Part 7 (Enforcement) relating to KPIs will go into effect only when Notabene provides notice that KPIs are live on Notabene Flow.


‍Rule 601. Global KPIs

A straight-through processing rate will be measured for every Partner. This rate must be > 95% for transactions where all parties meet compliance requirements and provide required information.

Fraudulent activity is expected to be recorded for every Partner. 


‍Rule 602. KPIs for Initiating Agents Only

1. For Initiating Agents acting in payouts, the following KPIs will be measured:

1. (a) Payout creation to authorization request: < 2 minutes for 95% of transactions
2. (b) Settlement execution: > 95% of authorized payouts settled within 1 hour
3. (c) Payment link validity: > 98% maintained for minimum validity periods
4. (d) Travel Rule response: > 95% answered within 24 hours
5. (e) Premature cancellation rate: < 5% after Responding Agent engagement
6. (f) Transaction failure rate: < 1% over rolling 30-day period
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2. For Initiating Agents acting in pay-ins, the following KPIs will be measured:

1. (a) Settlement receipt confirmation: < 2 minutes for 95% of transactions
2. (b) Payment link validity: > 98% maintained for minimum validity periods
3. (c) Travel Rule data completeness: > 95% with complete IVMS-101 data
4. (d) Travel Rule response: > 95% answered within 24 hours
5. (e) Transaction failure rate: < 1% over rolling 30-day period

‍Rule 603. KPIs for Responding Agents Only

1. For Responding Agents acting in payouts, the following KPIs will be measured:

1. (a) Authorization decision time: < 4 minutes for 95% of transactions
2. (b) Settlement address provision: > 99% include valid addresses
3. (c) Travel Rule data completeness: > 95% with complete IVMS-101 data
4. (d) Authorization completion rate: > 90% receive decision versus timeout
5. (e) Transaction failure rate: < 1% over rolling 30-day period
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2. For Responding Agents acting in pay-ins, the following KPIs will be measured:

1. (a) Payment completion time: < 4 minutes for 95% of transactions
2. (b) Settlement execution: > 95% executed within 2 minutes
3. (c) Travel Rule data completeness: > 95% with complete IVMS-101 data
4. (d) Authorization decision time: < 8 minutes for 95% of transactions
5. (e) Transaction failure rate: < 1% over rolling 30-day period

Rule 604. KPIs for Infrastructure Providers Only

For Infrastructure Providers, the following KPIs will be measured:

1. (a) System availability: > 99.9% per calendar month
2. (b) Response time: < 500ms for 95% of message acknowledgments
3. (c) Settlement address provision: < 1 hour for 95% of transactions
4. (d) Service completion rate: > 99% successfully completed
5. (e) Security incident rate: Zero critical incidents per calendar month
6. (f) Infrastructure failure rate: < 1% over rolling 30-day period

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Rule 605. Transparency

Notabene intends for the KPIs of each Partner in Notabene Flow to be transparent to every other Partner. 

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PART 7 – ENFORCEMENT

Rule 700. Enforcement Triggers.

Notabene intends for enforcement to be triggered by continuous monitoring, manual monitoring, and peer reporting. This Part 7 (Enforcement) will go into effect only when Notabene provides notice that enforcement mechanisms are live on Notabene Flow. 

1. Continuous monitoring: 

Notabene Flow monitors transactions continuously to ensure that transactions settle and that Transaction Fees are paid. 

Notabene’s intent is to monitor the KPIs in Part 6 (KPIs) on a continuous basis for each Partner. 

2. Manual monitoring: 

Partners must confirm that they satisfy the Eligibility Criteria at least once annually and, accordingly, will be required to re-submit updated documentation, as provided in Rule 301 (Eligibility Determination), on an annual basis. If Notabene does not receive such documentation (to Notabene’s satisfaction, in its reasonable judgment) within thirty (30) days of the due date, Notabene will notify the Partner that this submission is overdue (“Overdue Notice”). 

3. Peer reporting or Notabene’s independent identification: 

Enforcement is triggered if one Partner reports to Notabene, or if Notabene independently identifies, that another Partner: 

1. (a) does not satisfy the Eligibility Criteria at any time (e.g., regulatory license suspension) (“Potential Non-Eligibility”); 
2. (b) appears on a sanctions list (OFAC or similar lists in other jurisdictions);
3. (c) commits fraud on Notabene Flow;
4. (d) has a security breach that poses an actual or reasonably suspected security threat to Notabene Flow; or
5. (e) acts in a manner threatening the integrity of Notabene Flow.

Each of items (b) through (e) above is a “Reportable Activity.” Peer reports pursuant to this Rule 700.3 must include a description of the Potential Non-Eligibility and/or Reportable Activity, including the basis for the report, in reasonably sufficient detail to enable Notabene to investigate, along with supporting documentation, if any. 

4. Peer reports made in bad faith or with reckless disregard for the truth may subject the reporting Partner to enforcement action under this Part 7 (Enforcement), including potential suspension. Notabene will determine whether a report was made in bad faith based on the totality of circumstances.


‍Rule 701. Enforcement Status.

1. Each Partner is assigned a status that is updated in real time to reflect that Partner’s compliance and performance with respect to the triggers in Rule 700 (Enforcement Triggers). A Partner’s status has potential enforcement consequences. 

2. A Partner will receive notice that a status change has occurred. The notice will include the basis for this status change in reasonably sufficient detail.

3. Notabene intends for the enforcement status of each Partner, but not the basis or reasoning for such enforcement status, to be transparent to every other Partner. 

4. Notwithstanding anything herein, Notabene disclaims any and all liability arising from (a) a Partner’s status or the information on which a status is based, including, but not limited to, any inaccuracy or incompleteness of such status or information or (b) a Partner’s suspension from Notabene Flow. Such disclaimed liability encompasses both direct and indirect damages, including but not limited to loss of income and reputational damages. Each Partner assumes the sole and full risk of any and all damages that may arise from its participation in Notabene Flow.


‍Rule 702. Verified Status (Green)

“Verified” status (green) is every Partner’s default status upon joining the Network. A “verified” status can also result upon a successful reinstatement from other statuses, as provided below. 


‍Rule 703. Warning Status (Yellow)

1. A “warning” status (yellow) will be triggered if:

1. (a) Transaction Fees for any transaction are up to seven (7) days past due,
2. (b) Any one KPI is not met for two consecutive months, 
3. (c) A Partner does not respond for thirty (30) days to an Overdue Notice, or 
4. (d) Notabene receives a peer report, or independently identifies, a Potential Non-Eligibility. 

‍Rule 704. Probation Status (Orange)

1. A “probation” status (orange) will be triggered if:

1. (a) Transaction Fees for any transaction are more than fourteen (14) days past due,
2. (b) Transaction Fees are unpaid for two separate transactions,
3. (c) Any one KPI failure is unresolved for two additional consecutive months after the “warning” status goes into effect,
4. (d) Failures in three (3) KPI categories in one month,
5. (e) A Partner does not respond for sixty (60) days to an Overdue Notice,
6. (f) An investigation determines that a Partner is not in compliance with the Eligibility Criteria, or
7. (g) Notabene receives a peer report identifying, or independently identifies, any Reportable Activity. 

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Rule 705. Suspended Status (Red)

A “suspended” status (red) will be triggered if:

1. (a) Transaction Fees for any transaction are more than thirty (30) days past due,
2. (b) Transaction Fees are unpaid for three or more separate transactions,
3. (c) Any one KPI failure is unresolved for two additional consecutive months after the “probation” status goes into effect,
4. (d) Failures in four (4) or more KPI categories in one month,
5. (e) No response for ninety (90) days to an Overdue Notice, 
6. (f) No cure within thirty (30) days of a determination of non-compliance with Eligibility Criteria, or
7. (g) An investigation determines that a Partner has undertaken any Reportable Activity. 

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Rule 706. Status Consequences

1. A Partner with a “verified” status may participate in Notabene Flow. A Partner with a “warning” or “probation” status may participate in Notabene Flow, notwithstanding that an investigation may be ongoing. 

2. A Partner with a “suspended” status is immediately suspended from Notabene Flow. The Partner is prohibited from conducting transactions and has no access to APIs or any systems, but remains obligated for all due Transaction Fees, restitution obligations, and contractual commitments. All in-flight transactions must be settled within 10 days of the date of suspension. The Partner must also cooperate with any ongoing investigation or audit.

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Rule 707. Remediation

1. A Partner is immediately obligated and responsible to pay any and all Transaction Fees that it has been notified are due and owing to other Partners. If a Partner with a “warning” or “probation” status pays Transaction Fees in full to the other Partners that are due these fees, the first Partner’s status returns to “verified.” 

2. The status of a Partner with a “warning” status due to an unattained KPI returns to “verified” at the end of a full calendar month in which this KPI is met. The status of a Partner with a “probation” status due to unattained KPI(s) returns to “verified” at the end of two (2) consecutive calendar months in which the KPI(s) is/are met.

3. A Partner with a “warning” or “probation” status can cure any issue relating to Eligibility Criteria by submitting documentation to Notabene’s satisfaction. When Notabene accepts the required documentation, in its sole judgment, then that Partner’s status returns to “verified.”

4. Notwithstanding the foregoing, if any new trigger occurs, the Partner’s status may change from “verified” on that basis.

5. For Partners with “suspended” status, this Rule 707 does not apply. The only way to change a “suspended” status is via reinstatement under Rule 709 (Reinstatement).

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Rule 708. Investigation

1. Upon providing notice and changing a Partner’s status, Notabene will open an investigation if the basis for the status change is (a) an uncured Potential Non-Eligibility or (b) a Reportable Activity. An opportunity to be heard is central to an investigation. Notabene will solicit, review, and consider statements from the reporting and reported Partners, as well as any documentation or records that these Partners provide or that Notabene independently deems relevant. At its sole discretion, Notabene may request additional information from these Partners or others. 

2. Notabene will review and consider all information, and assign appropriate weight based on reliability and relevance. Notabene will make a determination based on the totality of information as to whether a Partner (a) is not compliant with Eligibility Criteria or (b) has undertaken any Reportable Activity (depending on the basis of the investigation). 

3. If the determination is that a Partner is in compliance or did not undertake a Reportable Activity, then the Partner’s status will revert to “verified.”  

4. Upon a determination of non-compliance with Eligibility Criteria, a Partner’s status will change to “probation,” and if no cure is provided within 30 days, the status will change to “suspended.”

5. Upon a determination that a Partner has undertaken a Reportable Activity, the Partner’s status will change to “suspended.”


‍Rule 709. Reinstatement

1. A Partner with a “suspended” status must satisfy the following requirements to be eligible for reinstatement to Notabene Flow with a “probation” status:

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1. (a) The Partner will be excluded from Notabene Flow for 4-12 months, with the decision of how many months at Notabene’s sole discretion. This suspension does not preclude Notabene from pursuing any other available remedy, including, without limitation, termination of the Agreement. 

2. (b) The Partner will cure the basis for its suspended status by, as applicable: 
   1. 1. i. Paying all due and owed Transaction Fees; 
      2. ii. Meeting the KPIs at issue for 4 consecutive months; 
      3. iii. Submitting the Eligibility Criteria documentation and receiving Notabene’s approval; 
      4. iv. For Reportable Activities, formulating and implementing a remediation plan and receiving Notabene’s approval to reinstate; and/or
      5. v. For fraud, the Partner is additionally obligated and responsible to pay restitution to all harmed Partners (which will be included in the remediation plan). 

2. Upon reinstatement, a Partner will maintain a "probation" status for a period equal to the length of time that the Partner was suspended. Any violation during probation may result in permanent suspension at Notabene's sole discretion. Peer reports of any Reportable Activity during probation will be investigated pursuant to Rule 708 (Investigation) before any status change occurs. At the end of the probation period, the Partner's status will revert to "verified" if no violations have occurred.


‍Rule 710. Collection and Restitution

Partners may use legal means (external to Notabene Flow) to pursue collection of due and unpaid Transaction Fees or to seek restitution for harm caused by fraud. A Partner's status and/or Notabene’s determination upon investigation may be presented as evidence if a Partner elects to take legal action.