1.1 Development. Customer shall have and maintain at least one (1) Customer Authorized User who is certified by Notable to create Partner Skills and/or Partner Templates throughout the Term and while any Approved Partner Skill is used, or any Approved Partner Template is available for purchase, by any End User. Customer may use the Platform to create Partner Skills and Partner Templates in accordance with Documentation provided by Notable.

1.2. Approval Process. Only Approved Partner Skills and Approved Partner Templates may be deployed to End Users. Notable will review Partner Skills and/or Partner Templates, and approve or reject based on criteria set forth in the Documentation, including without limitation overall functionality, compliance, security, and quality. Notable will provide a written explanation for any rejection of a Partner Skill or Partner Template. Customer may resubmit revised Partner Skills or Partner Templates as applicable.

1.3. Quality Standards. All Partner Skills and Partner Templates must comply with Notable's quality standards and guidelines, as may be updated from time to time and made available to Customer through the Platform. Notable shall provide Customer with at least thirty (30) days' advance notice of any material changes to such standards and guidelines.

1.4. Approved Partner Skill Distribution. Once Notable approves a Partner Skill or Partner Templates, it will be designated as an Approved Partner Skill or Approved Partner Template, respectively. Customer may make Approved Partner Skills and Approved Partner Templates available to End Users through Notable’s Flow Library and as mutually agreed. End Users may deploy and use an Approved Partner Skill or Approved Partner Template as a standalone Flow or integrated as part of a larger Flow (or modified in the case of an Approved Partner Template), each subject to the terms of such End User’s agreement with Notable.

1.5. Approved Partner Skill Support and Maintenance. Notable will provide first-line support to End Users for Approved Partner Skills and Approved Partner Templates, including initial troubleshooting. Notable may inspect secured Approved Partner Skills and Approved Partner Templates for support purposes. Customer will: (i) provide timely escalation support to Notable for Approved Partner Skill or Approved Partner Template-specific issues; (ii) ensure Approved Partner Skills and Approved Partner Templates comply with applicable Laws and Notable’s standards as provided in the Documentation; and (iii) maintain Approved Partner Skills security and quality including without limitation maintaining any included third-party licenses. Notable may further open and modify secured Approved Partner Skills in the event Customer fails to maintain such Approved Partner Skill.

‍

2.1. Partner Commercial Terms Schedule. Fees and revenue sharing terms (e.g., percentage of fees from End Users) are provided in the applicable Commercial Schedule.

2.2. Fees, Payments, Payment Terms. Any initial fees payable by Customer to Notable will be invoiced on the Start Date set forth in the Commercial Schedule, to be paid Net 30. Subsequently, fees payable to Customer by Notable and payable to Notable by Customer will be calculated and settled net every six months following the Start Date, with net amounts payable to Customer or Notable within 30 days of period end.

3.1. Notable’s IP Rights. As between the Parties, Notable owns the Platform, technology underlying Blocks/Skills/Flows, and all Intellectual Property Rights therein. Partner Skills and Partner Templates are licensed to Notable for use, operation, and improvement of the Platform, including the right to inspect secured Partner Skills for certification, End User support and End of Life purposes. Customer acknowledges that Notable may independently create Flows, Skills or Blocks with similar functionality to any Partner Skill or Partner Template, without reference to the contents of such Partner Skill or Partner Template. Notable may create derivative works of or incorporate Approved Partner Skills or Approved Partner Templates into larger Flows, subject to the Commercial Schedule for use by End User.

3.2. Customer’s IP Rights. As between the Parties, Customer owns the intellectual property embodied in Partner Skills and Partner Templates and Customer’s proprietary data and configurations provided as Inputs into Partner Skills and Partner Templates, subject to Notable’s rights under the Agreement and Section 3 (Data Protection and Privacy). Customer may apply a security layer to Approved Partner Skills to prevent End User inspection. Approved Partner Templates are open to End User inspection only following purchase of such Approved Partner Template. Notable grants to Customer a non-exclusive, royalty-free license to use Approved Partner Skills and Approved Partner Templates solely for demonstration, marketing, and deployment to End Users as permitted herein. Customer may use Approved Partner Skills and Approved Partner Templates for its own account in accordance with the Agreement.

3.3. Name, Logo Use, and Publicity. Each Party grants to the other Party, the right to use, modify, and display the other Party’s name and logo, subject to any respective and applicable brand guidelines, in performing under this Agreement. Each licensor Party may reasonably object to specific uses of its name and/or logo, and the licensee Party shall promptly remove or modify such objected use to the satisfaction of the licensor Party. The Parties may collaborate on a case study and/or press release about the Approved Partner Skills or Approved Partner Templates and their respective benefits ("Promotional Materials"). All Promotional Materials require mutual approval, not to be unreasonably withheld or delayed. Notable may reuse approved Promotional Materials to promote its services.

‍4.1. Data Access Prohibition. Except as required to support its Approved Partner Skills and Approved Partner Templates or otherwise authorized by an applicable End User, Customer shall not access, attempt to access, or permit any third party to access any data of End Users or other users of the Platform.

4.2. Data Protection Measures. Notable shall implement and maintain appropriate technical and organizational measures to protect against unauthorized access to or use of any data processed through Partner Skills and Parter Templates, including but not limited to:

• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security assessments and penetration testing
• Incident response and data breach notification procedures (collectively “Data Protection Measures”)

4.3. Customer agrees that it will not, and will cause its Authorized Users to not, bypass, breach, defeat, circumvent or otherwise modify any Data Protection Measures without Notable’s express prior written authorization.

4.4. Compliance. Both Parties shall comply with all applicable data protection and privacy Laws and regulations in connection with their activities under this Agreement, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as applicable. Each Party shall:

• Maintain a comprehensive written information security program
• Conduct regular staff training on data protection and privacy compliance
• Perform annual compliance audits and promptly remediate any identified deficiencies
• Cooperate with the other Party in responding to any regulatory inquiries or data subject requests

5.1. Term. These Builder Terms shall commence upon execution of a Commercial Schedule and continue for an initial term of two (2) years, unless earlier terminated as provided herein. Thereafter, these Builder Terms shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

5.2. Termination for Breach.

• Notable may terminate these Builder Terms and any Commercial Schedule then in effect, effective on written notice to Customer, if Customer breaches any of its obligations under the Agreement or Section 4 (Data Protection and Privacy);
• Either Party may terminate these Builder Terms, effective on written notice to the other Party, if the other Party materially breaches these Builder Terms, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured sixty (60) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
• Either Party may terminate these Builder Terms, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for bankruptcy or otherwise becomes subject to any proceeding under any domestic or foreign bankruptcy or insolvency law, whether voluntarily or involuntarily; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. ‍

5.3. Termination for Convenience. Either Party may terminate these Builder Terms and appliable Commercial Schedule(s) for convenience subject to a wind-down period described in Section 6 (Wind-Down Period) below.

5.4. Effect of Termination. Upon termination of this Agreement:

• All licenses granted herein shall terminate upon the termination effective date, subject to Section 6 (Wind-Down Period);
• Customer shall cease all use of the Platform following the termination effective date, subject to Section 6 (Wind-Down Period);
• Each Party shall pay any outstanding amounts owed to the other Party within sixty (60) days after the termination effective date.

Upon any termination hereunder, Approved Partner Skill(s) will enter a 90-day (or longer as mutually agreed by the Parties) wind-down period starting from Notable’s notice to End Users of such Approved Partner Skill(s) end-of-life. The Parties will reasonably cooperate to ensure a smooth transition for End Users to alternative solutions. Notable may remove or maintain Approved Partner Skill(s) through the wind-down period at its discretion. Except for terminations for a Party’s uncured breach of these Terms, applicable fees will continue to accrue during the wind-down period for settlement in accordance with Section 5.4 (c) above.

7.1. “Authorized User” means individuals authorized by Customer to use the Platform on Customer’s behalf. Authorized Users exclude End Users.

7.2. "Approved Partner Skill" means a Partner Skill that has been approved by Notable and made available for use by End Users. Approved Partner Skills provide revenue share with Customer based on End Users’ actual use as provided in the applicable Commercial Schedule.

7.3. “Approved Partner Template” means a Partner Template that has been approved by Notable and made available for use by End Users. Approved Partner Templates provide one-time revenue share with Customer upon an End User’s purchase of such, as provided in the applicable Commercial Schedule.

7.4. “Block” means an individual workflow component used to build Skills and Flows on the Platform.

7.5. “Claim” means third-party claims, suits, actions, proceedings, and any related damages, demands, liabilities, costs, and expenses, including reasonable attorneys' fees and expenses thereto, made, filed or asserted against or incurred by a Party or its Indemnified Parties to the extent directly related to such Party’s performance under this Agreement.

7.6. “Commercial Schedule” means the executed document between Customer and Notable specifying the applicable commercial terms for Customer’s Approved Partner Skills and/or Templates.

7.7. "Confidential Information" means any non-public information disclosed by one Party to the other Party in connection with this Agreement, including but not limited to technical information, business plans, financial data, and the terms of this Agreement.

7.8. “Documentation” means the guides, manuals, instructions, and other materials related to the use of the Platform.

7.9. ““End User” means an authorized user of Approved Partner Skill or Approved Partner Template on the Notable Platform. End Users may be third parties or Customer if using Approved Partner Skills or Approved Partner Template for Customer’s own account.

7.10. “Flow” means an end-to-end workflow automation built on the Platform, comprised of Blocks and Skills.

7.11. “Generative AI Features” means large language models (LLMs) or other machine learning or artificial intelligence features of, or available through, the Platform.

7.12. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other Intellectual Property Rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

7.13. “Law” means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

7.14. “Partner Skill" means a Skill developed by Customer using the Platform intended for publication as an Approved Partner Skill, but that has not been approved by Notable.

7.15. “Partner Template" means a Template developed by Customer using the Platform intended for publication as an Approved Partner Skill, but that has not been approved by Notable.

7.16. “Party” means a party to this Agreement (Notable or Customer), and “Parties” means both Notable and Customer.

7.17. "Platform" means the cloud-based infrastructure and services provided by Notable, including without limitation proprietary software applications, libraries, and APIs provided by Notable, that enable the creation, development, testing, editing, and deployment of Partner Skills and Partner Templates.

7.18. “Skill” means a combination of Blocks and/or embedded sub-Skills configured as a cohesive functional unit within a Flow.

7.19. “Template” means a complete process blueprint using Blocks and Skills built by a Customer for the sale to End Users.