Terms and conditions for Electronic Notaries Public

1. Introduction and Acceptance

These Terms and Conditions (“Terms”) govern access to and use of Twala Notary, a software-as-a-service platform owned and operated by OhelioInc., doing business as Twala (“Twala,” “we,” “us,” or “our”), by ElectronicNotaries Public who have been duly commissioned and/or accredited by the Supreme Court of the Philippines under Administrative Matter No. 24-10-14-SC,or its successor issuance (the “Rules on Electronic Notarization” or “Rules”),and who register for and use the platform (“ENP,” “you,” or “your”).

Twala Notary is an accredited Electronic Notarization Facility(“ENF”) of the Supreme Court of the Philippines within the meaning of the Rules, and operates under the direct regulatory oversight of the Supreme Court.As further described in Section 3.1, the Platform is integrated with the Supreme Court's electronic notarization infrastructure, and transmits electronic notarial acts, notarized documents, and Electronic Notarial Book entries to the Supreme Court in the course of the ENP's use of the Platform.

By creating an ENP account, clicking “I Agree,” completingonboarding verification, purchasing a Subscription or Credits, or otherwise using Twala Notary, you confirm that you have read, understood, and agree to be bound by these Terms, as well as all applicable laws, rules, and regulations governing notarial practice in the Philippines. If you do not agree, you must not access or use Twala Notary.

Consistent with Republic Act No. 8792 (the Electronic Commerce Act of 2000) and the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), the ENP's electronic acceptance of these Terms — whether by checking a box,clicking “I Agree,” or otherwise electronically indicating assent — constitutes a valid and binding signature and manifestation of consent, enforceable to thesame extent as a handwritten signature on a paper document.

If you are entering into these Terms on behalf of a law firm,professional partnership, or other entity, you represent that you have authority to bind that entity, and “you” shall refer to both you individually and that entity.

1.1 Relationship to the Twala Platform Terms of Use

Twala Notary is one of the integrated component services of the broader Twala Platform (together with TwalaSign and Document AI), and its provision is separately addressed under clause 4.6(b) of Twala's Terms of Use published at twala.ai/terms-of-use (the “General Terms of Use”), which continue to apply to the ENP's use of the Twala Platform as a whole, including matters such as Customer Data ownership and Analytical Data rights, data hosting and cross-border access, security-incident notification, general suspension and termination-for-convenience rights, and the treatment of Free Access Subscriptions and Beta Releases.

These Terms are service-specific terms that supplement, and donot replace, the General Terms of Use, and set out the additional commercial and operational terms applicable specifically to Twala Notary — namely the Subscription, Credits, ENF-specific obligations, and Payment FacilitationService described below. For purposes of the General Terms of Use, the Subscription and Credits described in these Terms constitute the ENP's“Subscription Plan” for Twala Notary. In the event of a direct conflict between these Terms and the General Terms of Use specifically as to a matter expressly addressed in these Terms (such as the treatment of Credits, the Early Access Program, or the Payment Facilitation Service), these Terms govern; for all other matters, the General Terms of Use govern. Where the ENP has signed aseparate Master Service Agreement with Twala, clause 1.3 of the General Terms of Use applies and takes precedence over both documents to the extent of any conflict.

2. Definitions

In addition to terms defined elsewhere in these Terms, the following definitions apply:

• “Principal” means the person appearing before the ENP whose act is the subject of notarization, as defined under Rule I, Section 4(r) of the Rules. These Terms use “Affiant” interchangeably with “Principal” to refer tothe individual who personally appears, whether through IEN or REN, before anENP to have a document electronically notarized, and who may be charged aprofessional or notarial fee for such service.

• “Credit” means a prepaid, non-transferable unit of value,purchased by an ENP through the Platform, that entitles the ENP to perform one(1) completed electronic notarial act using the Platform, as further described in Section 5.

• “DMS” means Twala's document management system capabilities,including storage, organization, retrieval, workflow, and artificial intelligence-assisted features such as “Lex AI,” made available as part of the Subscription.

• “Early Access Program” means the promotional program described in Section 7, under which Twala waives the Subscription Fee for eligible ENPsfor a limited period.

• “ENF” means an Electronic Notarization Facility accredited bythe Supreme Court (or the Office of the Electronic Notary Administrator, once constituted) under the Rules.

• “ENP” means an Electronic Notary Public — a notary public who has been additionally commissioned or accredited to perform electronic notarialacts under the Rules.

• “IEN” means In-Person Electronic Notarization, and “REN” means Remote Electronic Notarization, each as defined under the Rules.

• “Notarial Act” or “Electronic Notarial Act” means acknowledgment, jurat, affirmation or oath, signature witnessing, or such other act recognized under the Rules, performed by an ENP using the Platform.

• “Payment Facilitation Service” means the service described in Section 11, by which Twala coordinates the collection of fees from Affiants on behalf of ENPs and remits Net Payout Amounts to ENPs on a scheduled basis.

• “Payment Partner” means Xendit Philippines, Inc. (or its applicable group entity), and any other Bangko Sentral ng Pilipinas-licensed or-registered payment gateway, processor, or Operator of Payment Systems engaged by Twala from time to time to process collections and disbursements under the Payment Facilitation Service.

• “Plan” means each of the subscription tiers Twala Notary offers from time to time, as published on Twala's pricing page (twala.ai/pricing),currently comprising Personal (free of charge), Professional, Business,Business Plus, and Enterprise. Except where these Terms refer to a specific Plan by name, “Subscription” refers to whichever paid Plan (Professional,Business, Business Plus, or Enterprise) the ENP has selected; the Personal Plan is free of charge and does not constitute a Subscription for purposes of these Terms.

• “Platform” means the Twala Notary web and/or mobile application,including its eSignature, DMS, artificial intelligence, and eNotarization modules, and all related infrastructure, APIs, and documentation.

• “Subscription” means the recurring paid Plan described in Section 6 that grants an ENP access to the Platform's eSignature and DMS capabilities, including AI-enabled features, exclusive of Credits.

• “Supreme Court” or “SC” means the Supreme Court of the Philippines, including the Office of the Electronic Notary Administrator (ENA)once operational.

3. Nature of the Service; No Practice of Law or NotarialFunction by Twala

3.1 ENF Accreditation and Supreme Court Oversight

Twala Notary is accredited by the Supreme Court of the Philippines as an Electronic Notarization Facility under the Rules, and is subject to the continuing regulatory oversight, audit, and directives of the Supreme Court and the Office of the Electronic Notary Administrator. As part ofthis accreditation, the Platform is directly integrated with the Supreme Court's infrastructure for the transmission of electronic notarial acts,notarized electronic documents, and Electronic Notarial Book entries generated bythe ENP: (a) in real time to the Supreme Court Central Notarial Database,pursuant to Rule IV, Section 7 of the Rules, once that database is established and operational; or (b) during any Transitional Period (as defined under the Rules) preceding such establishment, through periodic reporting to the ENA inthe manner and within the timeframes prescribed under Rule VIII, Section 3 ofthe Rules. References in these Terms to transmission or reporting “to the Supreme Court” shall be read to include transmission or reporting to the ENAduring any applicable Transitional Period.

The ENP acknowledges that: (a) this direct-transmission architecture is a condition of Twala's ENF accreditation and is not optional orconfigurable by the ENP; (b) successful transmission and recording of anotarial act with the Supreme Court's systems is dependent on the availability and proper functioning of Supreme Court infrastructure, which is outsideTwala's control; and (c) the ENP remains responsible for confirming, through the Platform's confirmation records, that each notarial act has been successfully transmitted and recorded, and for promptly reporting to Twala any transmission failure or discrepancy of which the ENP becomes aware. Twala may suspend,modify, or adjust Platform features at any time as reasonably necessary to comply with a directive, circular, or accreditation condition imposed by the Supreme Court or the ENA, and shall use reasonable efforts to notify affectedENPs of any such change.

Twala is a technology provider. Twala Notary furnishes the software infrastructure — including identity verification tools,video-conferencing, electronic notarial book/register functionality,blockchain-anchored HashProof Technology™, PKI-based digital signatures, and AI-assisted document tools — that enables an ENP to perform electronic notarialacts in compliance with the Rules. Twala does not itself perform notarial acts,does not review or approve the substance of any document, and is not a party tothe notarial relationship between the ENP and any Affiant.

The Platform's electronic Know-Your-Customer (e-KYC) facility —including document-based identity verification, liveness detection, andbiometric matching — is a tool provided by Twala to assist the ENP in verifying a Principal's or witness's identity; it does not itself constitute the notarialidentity verification required under the Rules. The ENP remains solely responsible for confirming, during the live video-conferencing session (for REN) or in-person appearance (for IEN), that the individual appearing before the ENP is the same person reflected in the e-KYC data and results generated bythe Platform, before proceeding with any notarial act.

The ENP, and not Twala, is solely and exclusively responsible for: (a) verifying the identity, capacity, and voluntariness of Affiants and witnesses; (b)determining whether a document is an electronic document properly notarizableunder the Rules; (c) exercising independent professional and legal judgment in every notarial act; (d) maintaining the Electronic Notarial Book and complying with recordkeeping, reporting, and remittance obligations to the Supreme Court and the Office of the Clerk of Court; and (e) complying with the Notarial Law,the Rules, the Code of Professional Responsibility and Accountability, and all other applicable rules governing the legal profession and notarial practice.

Nothing in these Terms, and nothing in the Platform's design(including any AI-assisted suggestion, template, or flag), shall be construed as legal advice, as a substitute for the ENP's independent professional judgment, or as creating any notarial, attorney-client, or fiduciary relationship between Twala and any Affiant, witness, or third party. Twala isnot licensed to practice law and does not hold itself out as doing so.

4. Eligibility, Accreditation, and Account Verification

4.1 Eligibility

To register as an ENP on the Platform, you must: (a) be a member in good standing of the Philippine Bar or otherwise qualified to be commissioned as a notary public under the 2004 Rules on Notarial Practice; (b)hold a valid and subsisting commission as a notary public in a territorial jurisdiction recognized under Philippine law; and (c) hold a valid andsubsisting accreditation or commission as an Electronic Notary Public under the Rules, or such successor accreditation issued by the Supreme Court or the ENA.

4.2 Ongoing Accreditation

You must notify Twala promptly, and in any event within five (5)calendar days, of any suspension, revocation, expiration, or non-renewal ofyour notarial commission or ENP accreditation. The ENP acknowledges that, as part of its ENF accreditation, Twala also receives notification directly fromthe Supreme Court or the ENA of the suspension, revocation, expiration, or non-renewal of an ENP's commission (whether through the ENA's directory of ENPs, the Supreme Court's Central Notarial Database, or other official notice),and Twala may act on such notification without independently confirming it withthe ENP. Twala reserves the right to independently verify an ENP's commission and accreditation status from time to time, and to suspend or terminate the ENP's account, restrict access to the Platform, or take any other action reasonably necessary to comply with the Supreme Court or the ENA, upon receiving notice of a lapse, suspension, revocation, expiration, or non-renewal from either the ENP or the Supreme Court or the ENA directly, whichever occurs first.

4.3 Account Credentials; Sole Responsibility of the ENP

You agree to complete Twala's identity verification (e-KYC)procedures, including biometric verification, liveness detection, facial recognition, and multi-factor authentication. Your login credentials and authentication factors (including passwords, one-time passcodes, and biometricenrollment) are personal to you as the commissioned ENP and must not be shared with, disclosed to, or used by any other person, including staff, paralegals,associates, or co-signatories, regardless of the reason for doing so.

You are solely and fully responsible and liable for all activity that occurs under your account credentials, and for any loss, damage,unauthorized or improper notarization, or other consequence arising from your failure to keep your credentials confidential and secure — including where credentials are shared, left accessible to others, guessed, or otherwise compromised through your action or omission — whether or not the activity was actually authorized by you. This allocation of liability applies except to the extent the compromise is directly and solely attributable to Twala's gross negligence or willful misconduct in the design or operation of the Platform'sauthentication systems. You must notify Twala immediately upon becoming aware of any actual or suspected unauthorized access to, or use of, your account.

4.4 Twala's Platform Security Responsibility

Twala is responsible for implementing and maintaining reasonable administrative, technical, and physical security measures for the Platform'sown infrastructure, including encryption of data in transit and at rest, access controls, the multi-factor authentication and identity-verification infrastructure made available to ENPs, vulnerability management, and incident response procedures, consistent with the Data Privacy Act of 2012, applicable BSP guidelines, and recognized standards such as ISO/IEC 27001. This undertaking concerns the security of the Platform's infrastructure as designed and operated by Twala; it does not extend to, and does not diminish or shift,the ENP's sole responsibility under Section 4.3 for safeguarding the ENP's own credentials and authentication factors, and does not constitute a warranty beyond what is expressly stated in this Section 4.4, subject always to thedisclaimers in Section 14 and the limitation of liability in Section 15.

5. Notarization Credits

5.1 General

Access to the Platform's core electronic notarizationfunctionality (IEN and REN) is obtained primarily through the purchase of Credits, and does not require the ENP to maintain a Subscription. An ENP need only hold a sufficient balance of Credits to perform electronic notarial acts;a Subscription becomes necessary only if the ENP wishes to additionally access the Platform's eSignature, DMS, or AI-enabled features under Section 6.1. One(1) Credit is consumed upon the successful completion of one (1) electronicnotarial act — that is, an act that results in a validly executed, PKI-signed,blockchain-anchored, and sealed electronic notarial document recorded in the Electronic Notarial Book and transmitted to the Supreme Court's CentralNotarial Database in accordance with the Rules. A Credit is not consumed, and any Credit debited in error is restored, where a notarization session fails, is aborted, or is not completed due to a verified Platform malfunction attributable to Twala. Credits may, at Twala's discretion, be consumed for sessions that fail or are aborted for reasons attributable to the ENP or the Affiant/witness (for example, failed identity verification, connectivity issueson the Affiant's end, or the ENP's declination to proceed), and Twala will publish its then-current policy on this point in the Platform's help documentation.

5.2 Credit Packages and Pricing

Credits are sold in prepaid denominations of varying size, atthe prices and credit amounts published on Twala's pricing page(twala.ai/pricing) or presented to the ENP at in-platform checkout at the time of purchase. Twala may introduce, discontinue, or adjust the available denominations and their corresponding prices or credit amounts from time to time, subject to prospective notice under Section 5.6; the denomination and price displayed to the ENP at checkout, and reflected in the corresponding receipt or invoice, will govern that purchase. Prices are quoted in Philippine Pesos and are inclusive of the twelve percent (12%) value-added tax (VAT)applicable to Twala's sale of Credits, invoiced under Twala's own Tax Identification Number (TIN), unless otherwise indicated at checkout. Twala will issue an official receipt or invoice for each purchase in accordance with BIRrequirements, including Twala's Electronic Invoicing System (EIS) obligations where applicable.

5.3 No Expiration

Credits do not expire. A Credit purchased by an ENP remains valid and usable until consumed in accordance with Section 5.1, regardless of how much time has passed since purchase and regardless of whether the ENP'sSubscription remains active or lapses.

5.4 Replenishment

An ENP whose Credit balance is exhausted may purchase additional Credits at any time in any of the denominations then offered, or such other denominations as Twala may introduce, provided the ENP's account is in good standing. Maintaining an active Subscription is not a precondition to purchasing or using Credits.

5.5 Non-Refundable; Non-Transferable; No Cash Value

Except as expressly stated in these Terms or as required by the Consumer Act of the Philippines (Republic Act No. 7394) or other applicable law, Credit purchases are final and non-refundable once made, whether or not the Credits are subsequently used. Credits have no cash redemption value, may not be sold, transferred, pledged, or assigned to any third party or to anotherENP account, and may not be exchanged for Subscription Fees or any other Twalaproduct or service.

5.6 Pricing Changes

Twala may adjust Credit pricing or denominations prospectivelyupon reasonable notice; such changes will not affect Credits already purchased or the notarization entitlement already secured under a prior purchase.

6. Subscription Plan

6.1 Scope of Subscription

A Subscription is optional. An ENP may access and use the Platform's core electronic notarization functionality (IEN and REN) solely by purchasing Credits under Section 5, without maintaining a Subscription. ASubscription is required only where the ENP wishes to access the Platform'sadditional capabilities — namely its eSignature capabilities, document management system (DMS), and associated artificial intelligence-enabled features (including “Lex AI”) — for use in the ENP's professional practice. The Subscription does not include Credits; Credits for electronic notarial acts must be purchased separately as described in Section 5, regardless of whether the ENP maintains a Subscription.

Twala offers the Subscription across several Plans — currently Personal (free of charge, and not a Subscription), Professional, Business,Business Plus, and Enterprise — each with the features and pricing published on Twala's pricing page (twala.ai/pricing). Except where otherwise specified,references in these Terms to “the Subscription” apply equally regardless of which paid Plan the ENP has selected; the Business Plan is the Plan referenced specifically in Section 7 (Twala Early Access Program).

6.2 Subscription Fee

The Subscription Fee is the amount published on Twala's pricing page (twala.ai/pricing), set out in the ENP's in-platform checkout or Order Form, or otherwise communicated to the ENP in writing, payable in its Philippine Peso equivalent where quoted in another currency, computed atTwala's prevailing conversion rate at the time of billing (which may reference the Bangko Sentral ng Pilipinas reference rate or Twala's payment processor's rate). Twala will publish or otherwise communicate the applicable fee prior to each billing cycle. Subscription Fees are billed in advance on a monthly recurring basis unless another billing cycle is agreed in writing.

Subscription Fees are invoiced under Twala's own Tax Identification Number (TIN) and are subject to the twelve percent (12%)value-added tax (VAT) applicable to Twala's direct sale of Subscription access,unless the ENP qualifies for a VAT-exempt or zero-rated treatment under applicable law (for example, as a PEZA-registered entity or under a specific government-agency exemption), in which case the ENP must furnish Twala with the supporting documentation required to apply that treatment before it takes effect.Where the ENP is itself required by law to withhold expanded withholding tax(EWT) on its payments to Twala, the ENP shall furnish Twala with BIR Form 2307evidencing the amount withheld.

6.3 Fee Changes

Twala may change Subscription Fees or introduce new pricing tiers upon at least thirty (30) days' prior written or in-platform notice.Continued use of the Platform after the effective date of a fee change constitutes acceptance of the revised fee; if you do not agree, your sole remedy is to cancel your Subscription before the change takes effect.

6.4 Late Payment

If a Subscription Fee payment fails or is not received by its due date, Twala may: (a) charge interest on the overdue amount at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law,whichever is lower, accruing from the due date until paid in full; (b) suspend the ENP's access to the Subscription's eSignature, DMS, and AI-enabled features, without affecting the ENP's ability to use previously purchased Credits under Section 5, until payment is received in full; and (c) treat the non-payment as a ground for suspension or termination under Section 17.1(c).Except where the ENP's payment method has already failed on a prior attempt forthe same billing cycle, Twala will provide at least five (5) days' notice before suspending access for non-payment.

6.5 Cancellation

You may cancel your Subscription at any time through your account settings or by written notice to Twala. Cancellation takes effect atthe end of the then-current billing cycle; Twala does not provide proratedrefunds for partial billing periods except where required by law.

6.6 Fair Use

The Subscription is intended for use by the ENP in the ENP's own individual professional practice, and not for resale, sublicensing, or provision of the Platform's eSignature, DMS, or AI-enabled features as abureau or outsourced service to unrelated third parties. Twala may monitor Subscription usage and, where an ENP's usage substantially and materially exceeds the volume reasonably expected of an individual ENP's professional practice — for example, sustained bulk or automated use of Lex AI, or DMS storage volumes inconsistent with normal notarial and document-management practice —Twala may, upon reasonable notice, impose reasonable usage limits, apply additional charges consistent with its then-published pricing, or throttle or suspend the affected feature until usage is brought within reasonable limits.This Section does not affect the ENP's access to Credits or the Platform's core electronic notarization functionality under Section 5, and Twala will not invoke this Section to restrict ordinary, good-faith use of the Subscription inthe ENP's individual notarial and legal practice.

This Section 6.6 supplements, and does not replace, the corresponding provisions of the General Terms of Use, including the restriction on reselling, sublicensing, or providing third-party access to the TwalaPlatform in clause 5.2(a), the obligation to comply with Twala's then-current Acceptable Use Policy in clause 5.7(c), and the automatic upgrade to the next applicable Subscription Plan upon exceeding a Plan's usage limits in clause7.10. Where a usage-limit overage is capable of resolution through that automatic-upgrade mechanism, Twala will apply clause 7.10 of the General Terms of Use in the first instance; this Section 6.6 addresses usage patterns — such as resale, sublicensing, or bureau-style use — that an upgrade in Plan tier alone would not resolve.

7. Twala Early Access Program

The Twala Early Access Program is offered on a limited-time basis only and is not a standing or permanent feature of the Subscription.Twala may, in its sole discretion, enroll qualifying ENPs in the Program during the limited enrollment window that Twala designates from time to time, under which the monthly Subscription Fee (or its Peso equivalent) is waived for aperiod of twelve (12) consecutive months from the ENP's enrollment or account activation date, as specified in the ENP's welcome communication or account dashboard.

• The waiver applies only to the Subscription Fee. It does not apply to, and does not include, Credits, payment gateway or facilitation fees,or any other charges under these Terms.

• The Early Access Program, including the availability of new enrollment, is a limited-time promotional benefit offered at Twala's sole discretion and only for so long as Twala continues to make it available. Twalamay close enrollment, modify, suspend, or discontinue the Program, or adjust its eligibility criteria or duration, at any time and without prior notice to ENPs who have not yet enrolled, provided that any such change will notretroactively revoke a waiver already earned for the then-current month by anENP already enrolled.

• Upon expiry of the twelve (12) month waiver period, the ENP'saccount will, by default, revert from the Business Plan to the Personal Plan(Twala's free-of-charge tier), unless the ENP affirmatively elects, prior to or upon such expiry, to continue on the Business Plan or upgrade to another paid Plan (Professional, Business Plus, or Enterprise) at the then-prevailing Subscription Fee for the selected Plan. Twala will provide reminder notice atleast fifteen (15) days before the waiver expires, informing the ENP of the option to continue on a paid Plan and the consequence of not doing so. An ENPwhose account reverts to the Personal Plan under this Section retains the ability to access the Platform's core electronic notarization functionality(IEN and REN) by purchasing Credits under Section 5, consistent with Section6.1, but will not have access to the eSignature, DMS, or AI-enabled features associated with a paid Plan unless and until the ENP subsequently subscribes.

• The Early Access Program is non-transferable, may not be combined with other subscription promotions unless expressly stated, and has no cash value. Eligibility to enroll is not guaranteed, and enrollment (whether past, current, or declined) does not entitle any ENP to any future or repeated waiver period once the Program is closed, modified, or discontinued.

8. Use of the Platform for Electronic Notarial Acts

The ENP shall use the Platform strictly in accordance with the Rules, including but not limited to: (a) conducting identity verification and multi-factor authentication of every Principal and witness prior to performing a notarial act; (b) ensuring the electronic document to be notarized is in PDF or PDF/A format as required under the Rules; (c) for REN, ensuring synchronous audio-video appearance of the Principal (and witnesses, if any) through the Platform's video-conferencing facility, with appropriate geo-location verification; (d) affixing the ENP's PKI-based digital signature and electronicnotarial seal only in full view of, and with the express consent of, the Principal; and (e) maintaining accurate and complete entries in the ElectronicNotarial Book for every notarial act performed.

Consistent with Rule I, Section 5 of the Rules, the Platform may only be used for notarial acts falling within the scope of the Rules — namely acknowledgment, affirmation or oath, jurat, and signature witnessing over electronic documents. The ENP shall not use the Platform to perform, and the Platform is not intended or represented as suitable for, the execution ofnotarial wills, deposition-taking, or the notarization of paper documents or instruments bearing wet (handwritten) signatures or marks, all of which remain governed exclusively by the 2004 Rules on Notarial Practice.

For REN sessions specifically, and consistent with Rule III,Section 1 of the Rules, the ENP shall ensure that the appearance of the Principal and any witnesses is synchronous and live; pre-recorded video of aPrincipal or witness signing or appearing is strictly prohibited, and the ENPshall require the Principal and witnesses to remain within view of thevideoconferencing camera throughout the notarization process.

The ENP acknowledges that session recordings (audio/video)generated during REN sessions may be retained by the Platform to support the integrity of the Electronic Notarial Book and compliance with the Rules, and that the ENP is responsible for informing Principals and witnesses of such recording as required by law.

9. ENP Obligations, Representations, and Warranties

By using Twala Notary, the ENP represents, warrants, andundertakes that the ENP will, at all times:

1. Maintain a valid, subsisting, and unrevoked commission as anotary public and ENP accreditation for the relevant territorial jurisdiction and period, and promptly furnish Twala with proof of renewal upon request;

2. Perform all electronic notarial acts personally, and not permit any other person, including staff or associates, to use the ENP's credentials to perform or purport to perform a notarial act;

3. Comply with all applicable laws, including the 2004 Rules on Notarial Practice (as applicable), the Rules on Electronic Notarization (A.M.No. 24-10-14-SC), the Rules on Electronic Evidence (A.M. No. 01-7-01-SC), the Code of Professional Responsibility and Accountability, the Data Privacy Act of2012 (Republic Act No. 10173) and its Implementing Rules and Regulations, the Anti-Money Laundering Act (as applicable to notarial practice), and all applicable tax laws, including issuance of official receipts for professional fees collected;

4. Independently assess and be solely responsible for the legality,authenticity, and propriety of every document and transaction notarized,regardless of any AI-assisted flag, suggestion, or output generated by the Platform;

5. Maintain professional liability insurance or bond coverage as may be required under the Rules or the ENP's local Executive Judge'sguidelines;

6. Safeguard the confidentiality of documents, Principal personal data, and session recordings accessed through the Platform, and process such data strictly as a Personal Information Controller in relation to the ENP'snotarial practice records, in compliance with the Data Privacy Act;

7. Keep confidential the terms and contents of every document electronically notarized, and, consistent with Rule XII, Section 7 of the Rules, refrain (and ensure that the ENP's heirs, assigns, or representatives refrain) from making any comment, written statement, or press release to any member of the media concerning the substance or terms of any document notarizedby the ENP, disclosing information obtained in the notarization process only pursuant to a court order or as otherwise required by law, consistent with Rule XII, Section 8 of the Rules;

8. Not use the Platform to notarize documents the ENP knows or has reason to believe are fraudulent, forged, executed under duress, or intended to further an unlawful purpose;

9. Furnish Twala, as withholding agent for the Payment FacilitationService, with a current Income Payee's Sworn Declaration of Gross Receipts/Sales and BIR Certificate of Registration (BIR Form 2303), and promptly notify Twala of any change affecting the ENP's applicable withholding tax rate, all as further described in Section 11.8;

10. Promptly report to Twala any suspected security incident, unauthorized access, or breach involving the ENP's account or any document processed through the Platform.

9.1 Relationship of the Parties

Nothing in these Terms creates an employment, agency (except the limited payment-collection agency described in Section 11), partnership, or joint venture relationship between Twala and any ENP. The ENP is, and remains,an independent professional exercising an independent notarial commission granted by the Supreme Court. Twala is not responsible for the ENP's compliance with tax registration, professional tax, or other regulatory obligations attendant to independent practice.

9.2 Acceptable Use

In addition to the ENP's other obligations under this Section 9,the ENP shall not use the Platform to: (a) upload, transmit, or store any virus, malware, ransomware, or other harmful or malicious code; (b) engage in any activity that is unlawful, fraudulent, defamatory, harassing, or threatening, or that violates the rights of any third party; (c) attempt to gain unauthorized access to any part of the Platform, or to any system,network, or account not belonging to the ENP; (d) interfere with or disrupt the integrity, security, or performance of the Platform or any data contained therein; or (e) otherwise use the Platform in violation of any applicable law,including anti-money laundering, anti-terrorism financing, and data privacy laws. A breach of this Section 9.2 constitutes a material breach of these Terms and grounds for immediate suspension or termination under Section 17.1.

10. Artificial Intelligence Features

The Platform's AI-enabled features (including “Lex AI” and related document intelligence tools) are provided as productivity aids only. AI outputs may be incomplete, inaccurate, or unsuitable for a particular purpose,and do not constitute legal advice, notarial certification, or a substitute forthe ENP's own review and professional judgment. TWALA DISCLAIMS ANY WARRANTY THAT AI-GENERATED CONTENT IS ACCURATE, COMPLETE, OR FIT FOR ANY LEGAL ORNOTARIAL PURPOSE. The ENP remains solely responsible for independently verifying any AI-assisted output before relying on it in connection with anotarial act or client engagement.

11. Payment Facilitation Services for Affiant Fees

11.1 Limited Collection Agency

Where an ENP elects to collect notarial or professional fees from an Affiant through the Platform, Twala facilitates such collection solely as a limited payment collection agent of the ENP, and coordinates settlement through Xendit Philippines, Inc. or its applicable group entity (“Xendit”), aBangko Sentral ng Pilipinas-registered payment gateway and operator of payment systems, or such other BSP-licensed or BSP-registered payment gateway,processor, or Operator of Payment Systems as Twala may engage from time to time in substitution or in addition to Xendit (each, a “Payment Partner”). All collection and disbursement of Affiant fees is processed through the Payment Partner's licensed payment rails and settlement accounts; Twala itself does not hold, safekeep, or take beneficial ownership of Affiant funds beyond the limited period, if any, necessary to instruct and reconcile such processing,and does not operate as a bank, electronic money issuer, or Operator of Payment Systems in its own right. Nothing in this Section shall be construed as Twalaassuming the obligations of a Payment Partner; Twala's role is limited to integrating with, and passing transaction and disbursement instructions to, its duly licensed or registered Payment Partner.

11.1a Tax Invoicing Treatment

For Philippine tax and BIR electronic invoicing purposes, and consistent with Twala's Tax Compliance Framework, Twala issues the client-facing invoice for the collected professional or notarial fee under its own Tax Identification Number (TIN) and is treated as principal for value-added tax (VAT) and invoicing purposes on this leg, recognizing the collected fee as gross revenue and the corresponding payout to the ENP as an expense. This tax and invoicing treatment is adopted for BIR compliance reasons — includingTwala's obligations under the Electronic Invoicing System (EIS) — and does not alter, expand, or diminish the limited payment-collection agency relationship described in this Section 11, Twala's disclaimer of beneficial ownership of Affiant funds under Section 11.1, or the ENP's sole responsibility for the underlying notarial engagement with the Affiant. The ENP remains the party rendering notarial services to the Affiant and the professional entitled to the fee, net of the deductions described in Section 11.3 and any tax withheld under Section 11.8.

11.2 Collection on Behalf of ENP

Fees collected from an Affiant through the Platform are collected by Twala for and on behalf of the relevant ENP. The contractual obligation to render notarial services in exchange for such fees remains solely between the ENP and the Affiant; Twala is not a party to that engagement and assumes no liability for the adequacy, fairness, or propriety of fees charged by an ENP.

The Payment Facilitation Service covers only professional ornotarial fees collected electronically through a Payment Partner. Where anAffiant instead pays the professional or notarial fee directly to the ENP in cash or by any other means outside the Platform, that payment is entirely outside the scope of the Payment Facilitation Service; Twala does not collect,process, withhold tax from, reconcile, or otherwise have any involvement in such a payment, and Section 11.8's provisions on Twala's withholding and BIRForm 2307 issuance do not apply to it. The ENP is solely responsible, in accordance with Section 11.8, for issuing an official receipt or invoice directly to the Affiant for any such cash or off-Platform payment, and for its own compliance with all applicable Bureau of Internal Revenue regulations with respect to that payment.

11.3 Fees and Deductions

From amounts collected on behalf of an ENP, Twala shall deduct:(a) the payment gateway or processing fee charged by the applicable Payment Partner for the transaction; (b) any Twala facilitation or platform fee disclosed to the ENP in the applicable fee schedule at the time the ENP enables this feature; and (c) any tax required by law to be withheld from the ENP'sprofessional fee, as described in Section 11.8. The resulting amount (the “Net Payout Amount”) is what will be remitted to the ENP in accordance with the payout schedule the ENP selects under Section 11.4, exclusive of any Documentary Stamp Tax amount passed through under Section 11.3a. Twala will make available to the ENP an itemized transaction statement showing gross collections, deductions (including any tax withheld), and Net Payout Amounts for each payout cycle.

11.3a Documentary Stamp Tax (eDST) Pass-Through

Where applicable, the amount collected from an Affiant also includes the Documentary Stamp Tax remitted through the ENP's own electronic Documentary Stamp Tax (eDST) enrollment under Bureau of Internal Revenue Revenue Regulations No. 028-2025. The eDST amount is passed through to the ENP's eDST account at cost, referencing the ENP's own eDST enrollment and stamp issuance; it is not treated as VATable revenue of Twala or as taxable professional income of the ENP, and is not part of the deductions described in Section 11.3. The ENP is solely responsible for maintaining its own eDSTenrollment and for ensuring its eDST deposit balance is sufficient to generate stamps for pending notarizations; Twala is not responsible for any notarizationthat cannot proceed due to an insufficient eDST balance. The ENP acknowledges that eDST top-ups may be processed independently of the ENP's chosen payout frequency under Section 11.4, and that selecting a slower payout frequency to reduce disbursement fees may increase the risk of the ENP's eDST balance running low between payout cycles; the ENP remains responsible for monitoring and maintaining its own eDST balance regardless of the payout frequency selected.

11.4 Payout Schedule

ENPs may elect to receive Net Payout Amounts on a weekly,bi-weekly (every two weeks), or end-of-month basis, as selected in the ENP'saccount settings. A less frequent payout schedule reduces the ENP's cumulativedisbursement fees under Section 11.3 but may affect the timing of funds available for the ENP's own eDST balance under Section 11.3a; Twala disclosesthis trade-off to the ENP at the point of selecting a payout frequency. The indicative cut-off and disbursement timelines are as follows:

Payout Frequency

An ENP may change its selected payout frequency prospectivelythrough the Platform; changes take effect from the next full payout cycle.

11.5 Minimum Payout and Bank Details

Twala may set a minimum Net Payout Amount threshold below whichdisbursement is carried forward to the next cycle. The ENP is solely responsible for the accuracy and currency of the bank account or e-wallet details provided for disbursement, and Twala is not liable for delayed,misdirected, or failed payouts arising from inaccurate or outdated payeeinformation supplied by the ENP.

11.6 Timing Dependent on Third Parties

All payout timelines are indicative only and are dependent onthe processing times, cut-off schedules, and operational availability of Twala's Payment Partners and the ENP's receiving bank or e-wallet provider, aswell as compliance holds arising from fraud prevention, anti-money laundering screening, or dispute resolution under Section 11.7. Twala does not guarantee same-day or next-day disbursement and shall not be liable for delays caused by such third parties or by regulatory holds.

11.7 Chargebacks, Refunds, and Disputes

Where an Affiant disputes a charge, requests a refund, or initiates a chargeback in respect of fees collected on behalf of an ENP, the ENP shall cooperate with Twala and the relevant Payment Partner in resolving the matter. The ENP authorizes Twala to withhold the disputed amount from apending payout, or to offset the amount of any upheld chargeback, refund, or reversal against future Net Payout Amounts owed to the ENP. Where amounts owed by the ENP exceed available future payouts, the ENP agrees to reimburse Twalaon demand.

11.8 Taxes

The ENP must submit to Twala the tax documents described in this Section 11.8 so that Twala, as withholding agent, can determine the correct expanded withholding tax (EWT) rate applicable to the ENP; failure to submit valid, current documents will result in Twala defaulting to the higher ten percent (10%) withholding rate described below until a valid submission is on file.

Twala acts as a withholding agent under Philippine tax law with respect to the professional or notarial fee portion of amounts collected on behalf of an ENP under this Section 11. Twala will withhold expanded withholding tax (EWT) from each payout at the rate applicable to the ENP — five percent (5%), if the ENP is not VAT-registered and has declared expected gross income for the year not exceeding ₱3,000,000, or ten percent (10%), if the ENPis VAT-registered or has declared expected gross income exceeding that threshold — determined in accordance with the ENP's Income Payee's Sworn Declaration of Gross Receipts/Sales and BIR Certificate of Registration (BIRForm 2303) furnished to Twala. If the ENP has not furnished a valid, current declaration and Certificate of Registration, Twala will withhold at the higher ten percent (10%) rate by default until a valid declaration is on file. The ENPmust furnish, and keep current, this declaration and Certificate of Registration at onboarding and at the start of each calendar year, and must promptly notify Twala of any change to the ENP's registration status or gross income projection and of whether Twala is the ENP's sole source of professional income for purposes of the applicable gross income threshold.

Twala will issue BIR Form 2307 to the ENP consolidating the EWTwithheld, at least quarterly (on or before the 20th day of the month following the close of each taxable quarter), as required by law. As a matter of standard practice, Twala consolidates and issues this certificate monthly rather than waiting until quarter-end, and will issue the certificate immediately upon the ENP's written request for a specific payment. Amounts withheld are a credit against the ENP's own final income tax liability and do not reduce the ENP'staxable income; the ENP remains solely responsible for its own income tax,value-added tax or percentage tax, and other filings and payments, and for determining the correct tax treatment of income earned outside the Platform.

The ENP shall issue, or cause to be issued, its own Sales Invoice or Official Receipt to Twala covering the professional fee amount foreach payout cycle, to substantiate Twala's expense deduction and input VAT credit; where the ENP does not hold its own Permit to Use a Computerized Accounting System, the Platform may assist in preparing a draft invoice for the ENP's review and approval, but the ENP remains the legal issuer of record.Where a professional or notarial fee is paid electronically within the Platform through the Payment Facilitation Service, Twala issues the corresponding client-facing invoice or official receipt to the Affiant under Twala's own Tax Identification Number (TIN), consistent with Section 11.1a; the ENP is not responsible for issuing that invoice or receipt. Where a professional ornotarial fee is instead paid to the ENP in cash or by any other means outside the Platform, as described in Section 11.2, the ENP is solely responsible for issuing the official receipt or invoice to the Affiant for that payment, and for its own compliance with Bureau of Internal Revenue regulations, including any Electronic Invoicing System obligations that may separately apply to the ENP with respect to it. Twala's provision of transaction statements and BIRForm 2307 is for reconciliation and compliance purposes only and does not constitute tax advice.

11.9 No Interest; No Fiduciary Duty Beyond Agency Scope

Except as required by law, no interest or other earnings accrueto the ENP on amounts held temporarily by Twala or its Payment Partners pendingdisbursement. Twala's obligations in respect of collected funds are limited tothe agency function described in this Section 11 and do not extend to any broader fiduciary, trust, or custodial duty.

12. Intellectual Property

12.1 Ownership

The Platform, including its software, source code, HashProofTechnology™, user interfaces, designs, templates, documentation, and all associated intellectual property rights, is and remains the exclusive property of Twala or its licensors. These Terms grant the ENP a limited, non-exclusive,non-transferable, revocable license to access and use the Platform for the ENP's professional notarial and document-management purposes, subject to compliance with these Terms. No other rights, title, or interest in the Platform are granted or implied. Documents, data, and content uploaded by the ENP orAffiants remain the property of the party who owns them, subject to the limited license granted to Twala to host, process, and display such content solely to provide the Platform's services.

12.2 Restrictions on Use

Except to the extent such restriction is prohibited by applicable law, the ENP shall not, and shall not permit, authorize, or assist any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive or reconstruct the source code, underlying ideas, algorithms,structure, or organization of the Platform;

• modify, adapt, translate, or create any derivative work based onthe Platform;

• copy, reproduce, distribute, sublicense, rent, lease, resell, or otherwise make the Platform available to any third party outside the scope ofthe ENP's own professional practice;

• circumvent, disable, tamper with, or otherwise interfere with any security-related feature, rate limit, or usage-tracking mechanism of the Platform, including multi-factor authentication, identity verification,HashProof Technology™, or access controls, or configure the Platform to avoidincurring Subscription Fees or the consumption of Credits that would otherwise apply;

• access or use the Platform through any robot, spider, scraper,crawler, or other automated means, or otherwise interfere with the proper functioning of the Platform, without Twala's prior written consent;

• use the Platform to develop, test, or benchmark a competing product or service, or otherwise use the Platform for any competitive analysis without Twala's prior written consent; or

• remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing on or within the Platform.

Any breach of this Section 12.2 constitutes a material breach ofthese Terms, entitling Twala to immediately suspend or terminate the ENP'saccount under Section 17, in addition to any other remedy available to Twala at law or in equity, including injunctive relief. The ENP further acknowledges that certain conduct described in this Section 12.2 — including tampering with,altering, or circumventing the effective technological measures securing the Electronic Notarial Seal, the Electronic Notarial Book, or a notarizedelectronic document, and using a VPN or similar technology to alter ormisrepresent a party's actual location during a notarial act — is independently subject to prosecution and administrative sanction as a Punishable Act under Rule XII, Section 3 of the Rules, apart from and in addition to any liability arising under these Terms.

13. Data Privacy

13.1 Data Processing Roles

Twala processes personal data in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and Twala's Privacy Policy published at twala.ai/privacy-policy,which is incorporated into these Terms by reference. As between Twala and the ENP, the ENP acts as the Personal Information Controller in respect of personal data of Affiants and witnesses collected in the course of the ENP's notarialpractice, while Twala acts as a Personal Information Processor providing the processing infrastructure, except where Twala independently determines the purpose and means of processing (for example, for Platform security, fraud prevention, or the operation of the Electronic Notarial Book as required by the Rules), in which case Twala acts as a joint or independent controller to that limited extent. The parties agree to execute such data sharing or outsourcing agreements as may reasonably be required to give effect to this allocation of roles.

13.2 Data Retention

Twala will store and retain Electronic Notarial Books, notarizedelectronic documents, audiovisual recordings of REN sessions, identity verification and biometric data, and other notarial records generated through the Platform in adherence with the retention periods, formats, and security standards prescribed by the Supreme Court, including Rule XII, Section 2 of the Rules (which requires such records to be retained for the duration of the ENP'scommission, or such longer period as may be directed by a court of competent jurisdiction, in secure servers — cloud or on-premise — with firewall,encryption, and other technical security measures approved by the Supreme Court) and the general features required of an accredited ENF under Rule VII,Section 2 of the Rules. Twala will adjust its retention practices as necessary to remain consistent with any future rule, circular, directive, or accreditation condition issued by the Supreme Court or the ENA regarding the retention, security, or disposal of notarial records, without need for further amendment of these Terms.

Where the Rules, the Data Privacy Act, or an applicable Twaladata retention schedule prescribe differing retention periods for the same category of data, Twala will apply whichever period is longer, unless doing so would itself violate a Supreme Court directive or applicable law. Upon the ENP's resignation, or the expiration or revocation of the ENP's commission,retained records will continue to be held and, where required under Rule XI,Section 4 and Rule VIII, Section 6(b) of the Rules, surrendered or forwarded tothe ENA, in accordance with Section 17.3 of these Terms.

13.3 Session Recordings and Verification Data

Session recordings, identity verification data, and biometricdata collected for MFA and e-KYC purposes are retained for the periods required under the Rules, applicable BSP e-KYC guidelines, and Twala's data retention schedule, and are processed using industry-standard encryption and access controls.

13.4 Transmission to the Supreme Court

The ENP acknowledges and agrees that, as a condition of Twala'sENF accreditation, personal data contained in notarized electronic documents,Electronic Notarial Book entries, and related notarial records is transmitted or reported by the Platform to the Supreme Court (whether directly to the Central Notarial Database once operational, or to the ENA during any applicable Transitional Period, as described in Section 3.1), and that this transmission is a disclosure required by law under the Rules rather than a discretionary sharing of data by Twala. Consistent with Rule XII, Sections 7 and 8 of the Rules, information obtained in the course of an electronic notarial act shall otherwise be kept confidential by the ENP and disclosed only pursuant to acourt order or as otherwise required by law. The ENP is responsible for informing Principals and witnesses, as part of the notarial process, that their personal data will be transmitted to and retained by the Supreme Court in this manner, and for obtaining any consent or acknowledgment required under the Data Privacy Act in connection with such disclosure.

14. Service Availability; No Warranty

Twala targets, but does not guarantee, 99.9% platform uptime,exclusive of scheduled maintenance and events beyond Twala's reasonable control. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, TWALA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. Twala does not warrant that the Platform will be free of vulnerabilities, that all notarialacts will be recognized in every jurisdiction, or that the Supreme Court'sCentral Notarial Database or related infrastructure will at all timesinteroperate with the Platform without delay or interruption, given that such infrastructure is owned, operated, and controlled by the Supreme Court and not by Twala.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TWALA,ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATING TO THE ENP'S USE OF THE PLATFORM, ANY NOTARIAL ACT PERFORMED BY THE ENP, OR ANY PAYMENTFACILITATION SERVICE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IFTWALA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TWALA'S AGGREGATE LIABILITY TO THE ENP ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES AND CREDIT PURCHASES ACTUALLY PAID BY THE ENP TO TWALA IN THE TWELVE (12)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, CONSISTENT WITH THE LIABILITY CAP IN CLAUSE 11.1 OF THE GENERAL TERMS OF USE. THIS CAP APPLIES TOGETHER WITH, AND DOES NOT STACK IN ADDITION TO, THE CAP IN CLAUSE11.1 OF THE GENERAL TERMS OF USE FOR THE SAME UNDERLYING EVENT OR CLAIM.

Consistent with clause 11.3 of the General Terms of Use, nothing in these Terms limits or excludes liability for: (a) personal injury or death;(b) fraud or willful misconduct; or (c) a breach of the confidentiality obligations in Section 18 of these Terms or clause 9 of the General Terms of Use. For the avoidance of doubt, Twala assumes no liability whatsoever for the substance, validity, or legal effect of any document notarized by an ENP, or for any act or omission of the ENP in the exercise of the ENP's independentnotarial commission.

16. Indemnification

16.1 Indemnification by the ENP

The ENP agrees to indemnify, defend, and hold harmless Twala and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) the ENP's performance of,or failure to properly perform, any notarial act; (b) the ENP's breach of these Terms, the Rules, the Notarial Law, or any applicable law or professional responsibility rule; (c) any dispute between the ENP and an Affiant, including disputes over fees collected through the Payment Facilitation Service; (d) the ENP's failure to maintain accreditation, insurance, or bonding required under applicable law; or (e) the ENP's negligence, fraud, or willful misconduct.

16.2 Limited Indemnification by Twala

Twala shall defend the ENP against any third-party claim alleging that the ENP's authorized use of the Platform, provided by Twala and used strictly in accordance with these Terms, infringes that third party'sPhilippine intellectual property rights, and shall indemnify the ENP for damages and reasonable costs finally awarded against the ENP as a result of, or agreed to in a Twala-approved settlement of, such a claim. This indemnity doesnot extend to any claim arising from: (a) the ENP's use of the Platform in breach of these Terms or in a manner not authorized by Twala; (b) modification of the Platform by anyone other than Twala; (c) combination of the Platform with any product, service, or data not provided by Twala, where the claim would not have arisen but for that combination; (d) any Beta Release or Free Access Subscription (as defined in the General Terms of Use); or (e) content, data, or documents uploaded or provided by the ENP or any Affiant. This Section 16.2states Twala's sole obligation, and the ENP's sole remedy, for any claim thatthe Platform infringes a third party's intellectual property rights, and Twala's aggregate liability under this Section 16.2 remains subject to the limitation of liability in Section 15.

17. Suspension and Termination

17.1 By Twala

Twala may suspend or terminate an ENP's account, with or without prior notice where reasonably necessary to prevent harm, upon: (a) expiration,suspension, or revocation of the ENP's notarial commission or ENPaccreditation, whether that is reported by the ENP or notified directly to Twala by the Supreme Court or the ENA as described in Section 4.2; (b) material breach of these Terms; (c) non-payment of Subscription Fees; (d) reasonable suspicion of fraud, money laundering, or use of the Platform for an unlawful purpose; or (e) a directive from the Supreme Court, the ENA, or other competent authority.

17.2 By the ENP

The ENP may terminate its account at any time by written notice to Twala, subject to settlement of any outstanding fees owed.

17.3 Effect of Termination

Upon termination: (a) the ENP's license to access the Platform immediately ceases; (b) any unused Credits are forfeited, except wherereinstatement or refund is required by applicable law; (c) accrued butundisbursed Net Payout Amounts will be settled in accordance with Section 11,less any lawful deductions or offsets; and (d) the ENP remains responsible for retrieving or requesting export of the Electronic Notarial Book and related records to the extent required for the ENP's continuing recordkeeping obligations to the Supreme Court, subject to a reasonable transition period to be agreed with Twala.

17.4 Discontinuation of Service; Loss of Twala's Accreditation

Twala's accreditation as an ENF governs only the Platform'selectronic notarization functionality (IEN and REN) accessed through Credits;it does not govern the Subscription's eSignature, DMS, or AI-enabled features,which are not dependent on that accreditation and are not affected by its suspension, revocation, or non-renewal. If Twala's ENF accreditation is suspended, revoked, or not renewed by the Supreme Court, or if Twala otherwisediscontinues Twala Notary, in whole or as to its electronic notarizationfunctionality specifically, Twala will notify affected ENPs as promptly as reasonably possible under the circumstances. Where the discontinuation is within Twala's control (for example, a business decision to wind down the product), Twala will use commercially reasonable efforts to provide at least thirty (30) days' advance notice; no such advance notice applies where the loss of accreditation results from an immediate directive of the Supreme Court orthe ENA beyond Twala's control, in which case Twala will notify ENPs as soon as reasonably practicable after the directive takes effect.

Upon a discontinuation under this Section 17.4: (a) if thediscontinuation results from the suspension, revocation, or non-renewal of Twala's ENF accreditation, Twala will refund, on a pro-rata basis, any unused Credit balance, notwithstanding the non-refundable treatment of Credits described elsewhere in these Terms, which shall not apply to such adiscontinuation; the Subscription Fee is not governed by Twala's ENFaccreditation and is not subject to refund on this ground alone, and the ENP'sSubscription will continue in accordance with Section 6 for so long as Twalacontinues to offer it; (b) if Twala discontinues Twala Notary in its entirety,including the Subscription, Twala will additionally refund, on a pro-ratabasis, any unused, prepaid portion of the Subscription Fee for the then-current billing cycle; (c) Twala will provide the ENP a reasonable transition period,of not less than thirty (30) days where practicable, to export or request delivery of the Electronic Notarial Book and related notarial records maintained through the Platform, consistent with the ENP's continuingrecordkeeping obligations to the Supreme Court; and (d) Twala's aggregate liability arising from any discontinuation under this Section 17.4 remains subject to the limitation of liability in Section 15.

18. Confidentiality

Each party agrees to protect the other's confidential information, including business, technical, and client information disclosed in connection with these Terms, using at least the same degree of care it uses to protect its own confidential information of similar nature, and not to disclose such information to third parties except as necessary to perform its obligations, as required by law, or as required by the Supreme Court or other competent regulatory or judicial authority.

19. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, civil unrest,government action, internet or telecommunications failures, or failures of third-party infrastructure (including Payment Partners, cloud hosting providers, or Supreme Court systems).

20. Amendments

Twala may amend these Terms from time to time to reflect changes in applicable law (including future issuances of the Supreme Court or the ENA),Platform functionality, or business practice. Material changes will be notified to ENPs at least fifteen (15) days before taking effect, via the Platform,email, or such other means as Twala deems appropriate. Continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Terms.

21. Assignment

The ENP may not assign or transfer any right or obligation under these Terms without Twala's prior written consent. Twala may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided that anyassignee agrees to be bound by these Terms.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to these Terms through amicable negotiation for a period of thirty (30) days.If the dispute remains unresolved, it shall be submitted to the exclusive jurisdiction of the proper courts of Taguig City, Metro Manila, without prejudice to Twala's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

23. General Provisions

23.1 Entire Agreement

These Terms, together with Twala's Terms of Use, Privacy Policy,and any order form, fee schedule, or annex referenced herein, constitute the entire agreement between the ENP and Twala regarding the subject matter hereof,and supersede all prior discussions, negotiations, and agreements on that subject.

23.2 Severability

If any provision of these Terms is held invalid orunenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it enforceable.

23.3 No Waiver

No failure or delay by Twala in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of any right.

23.4 Survival

Sections 3, 4.3, 9, 10, 11.1a, 11.2, 11.3a, 11.7 through 11.9,12, 13, 14, 15, 16, 17.3, 17.4, 18, and 22 shall survive termination or expiration of these Terms.

23.5 Notices

Notices to Twala shall be sent to legal@twala.io or such other address as Twala may designate. Notices to the ENP shall be sent to the email address or in-app notification address registered on the ENP's Platform account.

23.6 Language

These Terms are executed in the English language. Any translation provided is for convenience only, and the English version shall prevail in case of conflict.

23.7 No Third-Party Beneficiaries

Except as expressly provided in these Terms, these Terms are intended solely for the benefit of Twala and the ENP, and do not confer any right or remedy upon any Affiant, witness, or other third party, whether in contract, tort, statute, or otherwise. Nothing in these Terms creates acontractual relationship between Twala and any Affiant or witness, and noAffiant or witness may bring any claim against Twala under these Terms; this is without prejudice to any independent right of action such person may have against Twala arising outside of these Terms under applicable law, including the Data Privacy Act.

24. Twala Legal and Evidentiary Support

Twala may, from time to time and at its discretion, provide legal and evidentiary support services to ENPs and their clients in connection with electronic documents notarized through the Platform — including certification of document integrity anchored through HashProof Technology™,provision of audit trails and verification reports, and assistance responding to subpoenas, court orders, or other formal requests relating to a notarizedelectronic document. These services are governed by, and subject to the scope,procedures, fees, and limitations set out in, Twala's Litigation and Evidentiary Support Services Policy, as may be amended, updated, or superseded from time to time (the “Evidentiary Support Policy”), which is incorporated into these Terms by reference and made available to ENPs upon request or as published by Twala.

In the event of a conflict between these Terms and the Evidentiary Support Policy specifically as to a matter of legal or evidentiarysupport, the Evidentiary Support Policy governs; for all other matters, these Terms govern. Nothing in this Section obligates Twala to provide legal advice,to represent the ENP or any Principal in any proceeding, or to act as counsel of record; Twala's role in connection with any legal or evidentiary support request remains limited to that of a technology and evidentiary support provider, consistent with Section 3 of these Terms.

25. Acknowledgment and Acceptance

By checking the box marked “I have read and agree to the TwalaNotary Terms and Conditions,” completing ENP onboarding, or otherwise accessing or using Twala Notary, the ENP acknowledges having read, understood, and voluntarily agreed to be bound by these Terms in their entirety.