The following Universal Terms apply to all Mail Centre Operators regardless of geographic location. Where a Country-Specific Schedule applies to you (Schedule A for Canada, Schedule B for the United States), its terms supplement and, where expressly stated, override these Universal Terms.

The following definitions apply throughout this Agreement, including all Schedules and any Additional Terms incorporated by reference:

"Platform" means C-Band Mailbox's proprietary digital mail management software, including the operator dashboard, renter portal, payment processing systems, reporting and analytics tools, and all related websites, mobile applications, and digital interfaces.

"Operator" or "you" means an independent third-party mail centre business that has contracted with C-Band Mailbox to provide physical mail handling services to Renters through the Platform.

"Renter" means any individual or legal entity that registers on the Platform to receive digital mail management services through an Operator.

"CMRA" means a Commercial Mail Receiving Agency - a private business authorized by the applicable postal authority to receive mail on behalf of third parties.

"Assigned Mailbox" means a digital mailbox on the Platform that has been assigned to a Renter and is associated with the Operator's account.

"Minimum Mailbox Term" means the minimum period of six (6) months for which Mailbox Fees are payable for each Assigned Mailbox, beginning on the date the mailbox is first assigned, regardless of whether the Renter cancels or the mailbox is deactivated during such period.

"Non-Paying Renter" means a Renter whose account is suspended or inactive due to nonpayment for sixty (60) days but whose Assigned Mailbox has not been formally closed.

"Monthly Statement" means the detailed statement provided by C-Band Mailbox on or about the first business day of each month, setting forth all fees, charges, revenues, and Net Earnings for the preceding month.

"Revenue Share" or "Net Earnings" means the Operator's share of revenue collected from Renters after deduction of Platform fees, Subscription Fees, Mailbox Fees, processing fees, and other applicable charges.

"Subscription Fee" means the monthly fee payable by the Operator for access to and use of the Platform.

"Mailbox Fee" means the monthly per-mailbox fee payable by the Operator for each Assigned Mailbox.

"Fee Schedule" means the then-current schedule of all applicable fees, as published on the Platform and incorporated into this Agreement by reference.

C-BAND MAILBOX, a Canadian corporation operating under C-Band Digital Innovations Inc. ("C-Band Mailbox", "we", "us", or "our") provides a comprehensive digital mail management platform that enables authorized Mail Centre Operators to offer advanced online mailbox services to their customers.

These Terms & Conditions for Mail Centre Operators (this "Agreement") constitute a legally binding contract between you and C-Band Mailbox. By accessing, registering for, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions contained in this Agreement.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE PLATFORM AND EXIT THE REGISTRATION PROCESS. C-BAND MAILBOX IS NOT WILLING TO LICENSE THE PLATFORM TO ANY OPERATOR THAT CANNOT OR WILL NOT AGREE TO ALL TERMS HEREIN.

This Agreement incorporates by reference: (a) the applicable Country-Specific Schedule (Schedule A for Canadian Operators, Schedule B for United States Operators); (b) your Operator Agreement; (c) our Privacy Policy; (d) our Fee Schedule; and (e) any Additional Terms. In the event of a conflict between these Universal Terms and an applicable Country-Specific Schedule, the Country-Specific Schedule shall prevail.

The Platform includes: (a) cloud-based software for mail scanning, digitization, and management; (b) operator dashboard and administrative tools; (c) renter portal and digital mailbox interfaces; (d) payment processing and billing systems; (e) reporting and analytics tools; and (f) any additional features or services that C-Band Mailbox may offer from time to time.

2.5 Changes to the Platform. C-Band Mailbox reserves the right to modify, update, or discontinue any feature or functionality of the Platform at any time. C-Band Mailbox will provide at least thirty (30) days' prior written notice of material changes that significantly affect your use of the Platform.

2.6 Third-Party Integrations. The Platform may integrate with third-party services, including payment processors, shipping carriers, and communication tools. C-Band Mailbox does not endorse, guarantee, or assume responsibility for any third-party service and shall not be liable for any acts, omissions, or failures of third-party service providers.

This document does not constitute legal advice. You are encouraged to seek independent legal counsel before accepting these terms.

3.1 Legal Authorization. To use the Platform, you must: (a) be a legally registered business entity in good standing in your jurisdiction; (b) have all necessary licenses, permits, and authorizations to operate a mail receiving and forwarding business; (c) be registered as a Commercial Mail Receiving Agency with the applicable postal authority (Canada Post for Canadian operations, USPS for United States operations, or equivalent); (d) maintain compliance with all applicable federal, provincial/state, and local laws and regulations; and (e) provide proof of such qualifications upon C-Band Mailbox's request.

3.2 Identity Verification. You must obtain and maintain complete identity verification documentation from each Renter, including: (a) valid government-issued photo identification; (b) proof of address dated within ninety (90) days; (c) completed and signed authorization forms as required by applicable law (e.g., USPS Form 1583 for US operations, or the equivalent authorization required by Canada Post); and (d) any additional documentation required by law or by C-Band Mailbox.

3.3 Ongoing Compliance. You agree to: (a) maintain all required licenses and authorizations throughout the Term; (b) comply with all applicable postal regulations, privacy laws, and anti-money laundering requirements; (c) conduct regular compliance audits and training for your staff; (d) promptly notify C-Band Mailbox of any regulatory violations, investigations, or legal actions; and (e) cooperate fully with any compliance reviews or audits conducted by C-Band Mailbox or regulatory authorities.

3.4 Background Checks. You agree to conduct appropriate background checks on all staff members who handle Renter mail or have access to Renter personal information, in accordance with applicable law.

4.1 Independent Contractor Status. You are an independent contractor and not an employee, agent, partner, or joint venturer of C-Band Mailbox. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between you and C-Band Mailbox.

4.2 Business Entity. You must maintain your own independent business entity (corporation, limited liability company, or equivalent) registered in good standing in the applicable jurisdiction. You must obtain and maintain your own tax identification number (Employer Identification Number for US operations, Business Number for Canadian operations).

4.3 Own Operations. You are responsible for: (a) setting your own hours of operation; (b) establishing your own internal processes and procedures (subject to the service standards in this Agreement); (c) hiring, training, and managing your own staff; (d) maintaining your own facilities, equipment, and supplies; and (e) assuming your own business risks, including but not limited to overhead costs, insurance premiums, and tax obligations.

4.4 Multi-Platform Use. You are permitted to use other platforms or provide services through other channels, unless a separate exclusivity agreement has been executed between you and C-Band Mailbox.

4.5 No Representation. You shall not represent yourself as an employee or agent of C-Band Mailbox to Renters, third parties, or any governmental authority. C-Band Mailbox does not control the manner or means by which you perform services.

5.1 Subscription Fee. You agree to pay a monthly Subscription Fee for access to and use of the Platform, as set forth in your Operator Agreement. The Subscription Fee may be changed by C-Band Mailbox with thirty (30) days' prior written notice.

5.2 Mailbox Fees. For each Assigned Mailbox, you agree to pay C-Band Mailbox a monthly Mailbox Fee as set forth in your Operator Agreement. Mailbox Fees are charged on the first day of each calendar month for all Assigned Mailboxes active during the previous month, prorated for partial months.

5.3 Minimum Mailbox Term. Mailbox Fees are payable for the full Minimum Mailbox Term of six (6) months, even if the Renter cancels before the end of such term. This minimum commitment reflects C-Band Mailbox's investment in onboarding, infrastructure, and support for each Assigned Mailbox.

5.4 Non-Paying Renters. Mailbox Fees continue to accrue for Non-Paying Renters (Renters whose accounts are suspended due to nonpayment) until the Assigned Mailbox is formally closed. A mailbox is considered formally closed after the Renter's account has been inactive due to nonpayment for sixty (60) days and the closure process has been completed.

5.5 Revenue Sharing. Subject to this Agreement, C-Band Mailbox will pay you Net Earnings calculated as follows: total monthly revenue collected from Renters, less (a) the Subscription Fee, (b) Mailbox Fees for all Assigned Mailboxes, (c) processing fees, and (d) any miscellaneous charges, refunds, or penalties. Net Earnings are calculated monthly and paid within fifteen (15) days after month-end.

5.6 Net Earnings Deficit. If your monthly expenses exceed revenue collected from Renters, the shortfall (a "Net Earnings Deficit") will be charged to your payment method or offset against future Net Earnings. You remain fully responsible for all fees regardless of whether you collect payment from Renters.

5.7 Late Fees. Overdue amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.

5.8 Currency. All fees are quoted and payable in the currency specified in your applicable Country-Specific Schedule.

5.9 Payment Processing and Stripe Connect. All payment processing, including Renter charges and Operator payouts, is facilitated through Stripe, Inc. ("Stripe") via its Stripe Connect platform. By using our Services, you agree to be bound by the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal) and Stripe's Privacy Policy (https://stripe.com/privacy). C-Band Mailbox shares necessary transaction data with Stripe to facilitate payments, payouts, and compliance. Your payout schedule, methods, and any applicable processing fees are subject to Stripe's terms and policies.

5.10 Chargebacks and Disputes. (a) If a Renter initiates a chargeback or payment dispute with their card issuer, Stripe will notify C-Band Mailbox and may debit the disputed amount plus any applicable chargeback fees from the Operator's pending or future payouts. (b) You acknowledge that chargeback fees imposed by Stripe or card networks (typically $15.00 USD per chargeback) are your responsibility and will be deducted from your Net Earnings. (c) C-Band Mailbox will provide you with reasonable notice of any chargeback and, where possible, supporting documentation to assist in responding to the dispute. (d) You agree to cooperate with C-Band Mailbox and Stripe in responding to chargebacks, including providing evidence of service delivery within five (5) business days of notice. (e) Excessive chargebacks (more than 1% of monthly transactions) may result in additional reserves, increased processing fees, or termination of this Agreement at C-Band Mailbox's discretion.

5.11 Payout Timing, Holds, and Reserves. (a) Payouts are processed in accordance with the schedule set forth in Section 5.5 and are subject to Stripe's standard processing times. (b) C-Band Mailbox or Stripe may place temporary holds on payouts if: (i) there is suspected fraudulent activity; (ii) chargebacks or disputes are pending; (iii) your account has unresolved compliance issues; or (iv) Stripe imposes restrictions on your connected account. (c) C-Band Mailbox may establish a reserve (up to 10% of monthly payouts) to cover potential chargebacks, refunds, or adjustments. Reserved amounts will be released after ninety (90) days if no claims arise. (d) If Stripe suspends, restricts, or terminates your connected account, C-Band Mailbox is not liable for any delayed or withheld payouts.

6.1 Security Deposit. C-Band Mailbox may require a security deposit (the "Security Deposit") at any time to secure your performance under this Agreement. The amount is determined by C-Band Mailbox based on creditworthiness, payment history, and the number of Assigned Mailboxes.

6.2 Application. If you fail to pay any amount when due, breach this Agreement, or cause any loss or damage, C-Band Mailbox may apply the Security Deposit to satisfy such obligations. If the Security Deposit is used, you must restore it to the full required amount within ten (10) days of written request.

6.3 Personal Guarantee. If you are a corporation, limited liability company, or other business entity, C-Band Mailbox may require a personal guarantee from one or more individuals with at least ten percent (10%) ownership interest in your business. The personal guarantee secures all obligations under this Agreement.

6.4 Return. Within thirty (30) days after termination of this Agreement and payment of all outstanding amounts, C-Band Mailbox will return any unused portion of the Security Deposit. The Security Deposit does not bear interest and is not held in trust.

7.1 Mail Handling Standards. You agree to: (a) receive, process, and handle all Renter mail in accordance with applicable postal regulations and industry best practices; (b) scan and upload mail to the Platform within two (2) business days of receipt; (c) perform Action Requests accurately and promptly; (d) maintain secure storage facilities for physical mail; and (e) train your staff on proper mail handling procedures and compliance requirements.

7.2 Data Security. You agree to implement and maintain: (a) encryption of data in transit using TLS 1.2 or higher; (b) encryption of data at rest using AES-256 or equivalent; (c) access controls limiting data access to authorized personnel only; and (d) regular security assessments and vulnerability testing.

7.3 Scan Quality. All mail scans uploaded to the Platform must meet a minimum resolution of 300 DPI (dots per inch) and be legible, properly oriented, and free of significant distortion.

7.4 Service Error Reporting. If you become aware of any error in the Services, including incorrect mail assignments, scanning errors, billing discrepancies, or data inaccuracies, you must report the error to C-Band Mailbox within forty-eight (48) hours (two (2) business days) of discovery. Failure to report known errors may affect your ability to seek remediation.

8.1 Retention Period. You must retain all Renter identity verification documents, authorization forms (including applicable postal forms such as USPS Form 1583 or Canada Post authorization), and related records for a minimum of three (3) years after the Renter's account is terminated or closed, or such longer period as required by applicable law.

8.2 Production of Records. Upon request by C-Band Mailbox, regulatory authorities, or law enforcement, you must produce retained records within five (5) business days.

8.3 Secure Storage. All retained documents must be stored securely, with appropriate access controls and encryption, to protect Renter personal information.

8.4 Secure Destruction. After the applicable retention period expires, retained documents must be securely destroyed in accordance with applicable privacy laws and industry best practices.

9.1 Term. This Agreement begins on the date you accept these terms (the "Effective Date") and continues until terminated by either party in accordance with this Section 9.

9.2 Termination by Operator. You may terminate this Agreement by providing C-Band Mailbox with at least thirty (30) days' prior written notice. Termination will not be effective until: (a) you have paid all outstanding fees and charges; (b) you have transitioned all Renters to another operator or closed their accounts in accordance with applicable law; and (c) you have returned or destroyed all C-Band Mailbox proprietary materials. Early Termination Fees may apply as set forth in the applicable Country-Specific Schedule.

9.3 Termination by C-Band Mailbox. C-Band Mailbox may terminate this Agreement immediately, without notice, if: (a) you breach any material term of this Agreement; (b) you fail to pay any amount when due and such failure continues for more than two (2) business days after written notice; (c) you engage in fraudulent, illegal, or prohibited activities; (d) you lose any required license or authorization; (e) you violate any applicable law or regulation; or (f) C-Band Mailbox determines that your continued use of the Platform poses a risk to C-Band Mailbox, Renters, or third parties.

9.4 Platform Suspension. C-Band Mailbox may suspend your access to the Platform at any time, without prior notice, if C-Band Mailbox reasonably believes that: (a) you have breached this Agreement; (b) your use of the Platform poses a security risk; (c) you have engaged in fraudulent or illegal activities; or (d) suspension is necessary to protect C-Band Mailbox, Renters, or third parties.

9.5 Wind-Down Obligations. Upon termination, you must: (a) handle all remaining Renter mail in accordance with applicable postal regulations; (b) continue mail forwarding for any regulatory required period; (c) cooperate with C-Band Mailbox to ensure orderly transition of Renter accounts; and (d) retain Renter records as required by Section 8.

10.1 Platform Ownership. All intellectual property rights in the Platform, including software, designs, trademarks, logos, content, documentation, and proprietary information, are owned by C-Band Mailbox or its licensors. This Agreement does not grant you any ownership rights in the Platform.

10.2 License Grant. Subject to your compliance with this Agreement, C-Band Mailbox grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for providing mailbox services to verified Renters during the Term. You may not: (a) copy, modify, or create derivative works; (b) reverse engineer, decompile, or disassemble; (c) remove proprietary notices; (d) use for unauthorized purposes; or (e) sublicense, rent, lease, or transfer your rights.

10.3 Confidentiality. You agree to maintain the confidentiality of: (a) all non-public terms of this Agreement; (b) Platform pricing, features, and technical specifications; (c) C-Band Mailbox's proprietary information and trade secrets; and (d) any other confidential information disclosed to you. This obligation survives termination of this Agreement.

10.4 Marketing Materials. If you use C-Band Mailbox marketing materials to promote your services, you agree to use the Platform exclusively for all Renters acquired through such marketing. Diverting Renters to a third-party platform while using C-Band Mailbox marketing materials subjects you to liquidated damages of CAD $150.00 per Renter.

10.5 Data Handling Upon Termination. Upon termination, you must return or securely destroy all C-Band Mailbox confidential information, proprietary materials, and Platform-related data, except as required to be retained under Section 8.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. C-BAND MAILBOX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

C-BAND MAILBOX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE NUMBER OF RENTERS, REVENUE, OR BUSINESS OPPORTUNITIES THAT YOU WILL OBTAIN THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM AND YOUR BUSINESS RESULTS ARE SOLELY AT YOUR OWN RISK.

C-Band Mailbox will use commercially reasonable efforts to maintain Platform availability but makes no binding uptime commitment or service level agreement (SLA) guarantee.

12.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL C-BAND MAILBOX, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.

12.2 Maximum Liability Cap. C-BAND MAILBOX'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO C-BAND MAILBOX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Savings Clause. To the extent that applicable law does not permit the limitations set forth in this Section, these limitations shall apply to the fullest extent permitted by applicable law.

12.4 Mutual Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from its breach of this Agreement or its negligence.

12.5 Operator Indemnification. You additionally agree to indemnify C-Band Mailbox from and against all claims, losses, damages, and expenses arising from: (a) your handling or mishandling of Renter mail; (b) disputes between you and your Renters; (c) your violation of any law, regulation, or postal requirement; (d) loss, damage, or destruction of Renter mail in your possession; and (e) your failure to maintain required documentation or comply with verification requirements.

13.1 Renter Screening. You must screen all Renters against applicable sanctions lists before accepting them and on an ongoing basis. Screening requirements specific to your jurisdiction are set forth in the applicable Country-Specific Schedule.

13.2 Suspicious Activity Reporting. You must report any suspicious activity to C-Band Mailbox immediately upon discovery, including but not limited to: suspected fraud, money laundering, terrorist financing, identity theft, or receipt of prohibited items. You must also report to FINTRAC (Canada) or FinCEN (US) as required by applicable law.

13.3 Law Enforcement Cooperation. You must cooperate fully with law enforcement agencies, postal inspection services (including the USPS Postal Inspection Service and Canada Post), and regulatory authorities. You must maintain records sufficient to respond to law enforcement requests and produce such records promptly upon valid legal process.

13.4 KYC Procedures. You must implement and maintain Know Your Customer (KYC) procedures that are consistent with applicable anti-money laundering laws and regulations.

13.5 Liability. You may be held liable for damages resulting from your failure to screen Renters, report suspicious activity, or cooperate with law enforcement.

14.1 Modifications. C-Band Mailbox reserves the right to modify this Agreement at any time. Material changes will be communicated to you via email or through the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after such changes take effect constitutes acceptance. If you do not agree, you may terminate in accordance with Section 9.2 before the changes take effect.

14.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.3 Entire Agreement. This Agreement, together with the applicable Country-Specific Schedule, your Operator Agreement, the Privacy Policy, the Fee Schedule, and any Additional Terms, constitutes the entire agreement between you and C-Band Mailbox regarding the Platform and supersedes all prior agreements, understandings, or communications.

14.4 Assignment. You may not assign or transfer this Agreement without C-Band Mailbox's prior written consent. C-Band Mailbox may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.5 Force Majeure. C-Band Mailbox shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, natural disasters, government actions, postal service disruptions, or failures of third-party service providers.

14.6 No Waiver. No waiver of any term shall be effective unless in writing and signed by the waiving party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

14.7 UN Convention. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

14.8 Notices. All notices required under this Agreement shall be in writing and delivered to: C-Band Mailbox, Winnipeg, Manitoba, Canada, or to the email address associated with your operator account. Notices shall be deemed delivered when sent via email or three (3) business days after mailing via certified mail.

14.9 Contact Information. For questions regarding this Agreement, please contact us at: Email: [email protected] | Phone: +1 (431) 276-5927 | Address: Winnipeg, Manitoba, Canada.

The following Canada-Specific Terms apply to Operators whose primary business location is in Canada. These terms supplement the Universal Terms in Part 1 and, where expressly stated, override conflicting provisions of the Universal Terms. In the event of a conflict between these Canada-Specific Terms and the Universal Terms, these Canada-Specific Terms shall prevail for Canadian Operators.

This Agreement, as it applies to Canadian Operators, shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Subject to the arbitration provisions in Section A2, the courts of the Province of Manitoba shall have exclusive jurisdiction over any disputes arising under this Agreement.

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION in accordance with The Arbitration Act (Manitoba) and the rules of the ADR Institute of Canada, Inc. Arbitration shall be conducted in Winnipeg, Manitoba, before a single arbitrator.

The costs of arbitration, including arbitrator fees, shall be allocated by the arbitrator based on the merits of each party's position. The arbitrator's decision shall be final and binding.

Class Action Waiver: YOU AND C-BAND MAILBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

Small Claims Exception: Either party may elect to bring a claim in the applicable provincial small claims court if the claim falls within its monetary jurisdiction.

Disputes seeking to enforce or protect intellectual property rights, and claims for injunctive relief, may be brought in the courts of Manitoba.

Reference: Uber Technologies Inc. v. Heller, 2020 SCC 16 (B2B arbitration clauses generally more defensible than B2C); Seidel v. TELUS Communications Inc., 2011 SCC 15.

As an Operator handling Renter personal information, you act as a data processor under the Personal Information Protection and Electronic Documents Act (PIPEDA, S.C. 2000, c. 5). You must: (a) process personal information only as directed by C-Band Mailbox and applicable law; (b) implement appropriate technical and organizational safeguards; (c) assist with privacy rights requests from Renters; and (d) notify C-Band Mailbox of any actual or suspected breach within twenty-four (24) hours.

Breach Notification: You must report breaches to the Office of the Privacy Commissioner of Canada (OPC) and notify affected Renters as required by PIPEDA and the Breach of Security Safeguards Regulations (SOR/2018-64). You must maintain breach records for twenty-four (24) months.

Quebec Renters: For Renters based in Quebec, Quebec Law 25 (Act to modernize legislative provisions respecting the protection of personal information) applies. Privacy impact assessments are required for projects involving personal information.

Alberta/BC Renters: The Personal Information Protection Act (PIPA) of Alberta and BC applies to residents of those provinces.

Cross-border data transfers are subject to contractual safeguards consistent with PIPEDA's accountability principle. You must have a designated privacy officer responsible for compliance.

You must comply with Canada's Anti-Spam Legislation (CASL, S.C. 2010, c. 23) for all commercial electronic messages sent to Renters through the Platform or in connection with the Services.

You are responsible for: (a) obtaining and maintaining valid consent from Renters before sending any commercial electronic messages; (b) including compliant identification information and unsubscribe mechanisms in all CEMs; (c) processing unsubscribe requests within ten (10) business days; and (d) maintaining records of consent.

Non-compliance with CASL may result in significant administrative monetary penalties under federal law.

You must obtain and maintain the following insurance coverage throughout the Term:

(a) Commercial General Liability: Coverage of $2,000,000 to $5,000,000 CAD per occurrence, covering bodily injury, property damage, and personal/advertising injury.

(b) Errors and Omissions (E&O) / Professional Liability: Strongly recommended to cover claims arising from professional services, including mail handling errors, misdelivery, and processing mistakes.

(c) Cyber Liability: Strongly recommended to cover data breaches, network security failures, regulatory proceedings, notification costs, and cyber extortion.

All policies must name C-Band Mailbox as an additional insured. Proof of insurance is required upon request. You must provide thirty (30) days' written notice of any cancellation or material change to insurance coverage.

All Platform fees for Canadian Operators are quoted and payable in Canadian Dollars (CAD).

Goods and Services Tax (GST) and/or Harmonized Sales Tax (HST) are applicable on Platform fees based on the Operator's province of business. You are responsible for collecting and remitting applicable taxes from Renters in accordance with the Excise Tax Act.

C-Band Mailbox will provide appropriate tax documentation, including GST/HST registration information.

If you terminate this Agreement with less than thirty (30) days' prior written notice, you agree to pay C-Band Mailbox, as liquidated damages and not as a penalty, a fee of CAD $7,500.00.

This fee compensates C-Band Mailbox for transition costs, lost revenue, Renter migration expenses, and administrative expenses associated with unplanned termination. The parties agree that this amount is a reasonable pre-estimate of C-Band Mailbox's damages and not a penalty.

This Early Termination Fee overrides any different early termination amount stated in the Universal Terms.

The following United States-Specific Terms apply to Operators whose primary business location is in the United States. These terms supplement the Universal Terms in Part 1 and, where expressly stated, override conflicting provisions of the Universal Terms. In the event of a conflict between these United States-Specific Terms and the Universal Terms, these United States-Specific Terms shall prevail for United States Operators.

This Agreement, as it applies to US Operators, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Subject to the arbitration provisions in Section B2, the state and federal courts located in the State of Delaware shall have exclusive jurisdiction over any disputes not subject to arbitration.

MANDATORY BINDING ARBITRATION. Any dispute, controversy, or claim arising out of or relating to this Agreement or the Platform shall be resolved exclusively by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) under its then-current rules. Arbitration shall be conducted before a single arbitrator.

CLASS ACTION WAIVER: YOU AND C-BAND MAILBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

This class action waiver is enforceable under the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16.

Mass Arbitration: If twenty-five (25) or more similar demands are filed within sixty (60) days, they shall be treated as a mass arbitration under ICDR procedures, including bellwether selection and staged proceedings.

Small Claims Exception: Either party may elect to bring claims in small claims court if within jurisdictional limits.

Reference: AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011); Epic Systems Corp. v. Lewis, 584 U.S. 497 (2018).

You must register as a CMRA with the United States Postal Service and maintain such registration throughout the Term using the PS Form 1583-A (Application for Delivery of Mail Through Agent by Business) program. Loss of CMRA registration is grounds for immediate termination.

Customer Registration Database (CRD): You must submit customer registrations to the USPS CRD and complete quarterly certification on January 15, April 15, July 15, and October 15 of each year.

PS Form 1583 Collection: You must collect a completed, notarized PS Form 1583 from each Renter, along with two forms of identification (one primary photo ID, one secondary proof-of-address), before providing mail receiving services.

Post-Termination Mail Forwarding: Upon termination of a Renter's account, you must forward first-class mail to the Renter's last known address for six (6) months.

PMB Address Format: You must enforce the PMB (Private Mailbox) or "#" address format per USPS Domestic Mail Manual (DMM) Section 508. Use of unapproved address indicators ("Suite," "Apt.") is prohibited.

For CMRA program inquiries, contact: [email protected].

Reference: 39 CFR Part 111.2; USPS Domestic Mail Manual (DMM) Section 508.

You must maintain an independent business entity (LLC, Corporation, or equivalent) registered in the applicable US state. You must obtain and maintain your own Employer Identification Number (EIN). You must not represent yourself as an employee or agent of C-Band Mailbox.

You must maintain your own insurance policies meeting the requirements of this Agreement. You must file your own tax returns and make your own tax payments.

California AB5 Compliance: For operations involving California-based Renters or personnel, you must comply with California Assembly Bill 5 (AB5) and the ABC test for independent contractor classification. You must demonstrate that: (A) you are free from the control and direction of C-Band Mailbox in connection with the performance of work; (B) the work you perform is outside the usual course of C-Band Mailbox's business; and (C) you are customarily engaged in an independently established trade, occupation, or business of the same nature.

Reference: California AB5; IRS 20-factor test for worker classification.

When processing Renter personal information on behalf of C-Band Mailbox, you act as a "service provider" as defined under the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA, Cal. Civ. Code § 1798.140(ag)).

You must: (a) comply with consumer rights requests (access, deletion, correction, opt-out) forwarded by C-Band Mailbox; (b) not sell or share Renter personal information; (c) not retain, use, or disclose personal information except as necessary to perform services under this Agreement; and (d) assist with annual privacy rights metrics reporting.

A written Data Processing Agreement between you and C-Band Mailbox is required and is incorporated into this Agreement by reference.

These obligations apply to all applicable state privacy laws, including CCPA/CPRA, Virginia CDPA, Colorado CPA, Texas TDPSA, and others as enacted.

CAN-SPAM (15 U.S.C. §§ 7701-7713): All commercial emails to Renters must include accurate header information, non-deceptive subject lines, valid physical address, and clear opt-out mechanism. Opt-out requests must be processed within ten (10) business days.

TCPA (47 U.S.C. § 227): You must obtain express written consent for marketing SMS/calls using auto-dialer or prerecorded voice. Express consent (not necessarily written) is sufficient for transactional texts. Provide STOP mechanism for all SMS.

You must obtain and maintain the following insurance coverage throughout the Term:

(a) Commercial General Liability: $1,000,000 to $5,000,000 USD per occurrence.

(b) Errors and Omissions (E&O) / Professional Liability: Strongly recommended to cover professional services claims.

(c) Cyber Liability: Critical - covering data breaches, ransomware, regulatory proceedings, notification costs, and cyber extortion.

(d) Bailee's Insurance: Covering customer property (mail and packages) in your custody, care, and control.

(e) Crime/Fidelity Bond: Covering employee theft, dishonesty, and fraudulent acts.

All policies must explicitly cover US claims and name C-Band Mailbox as an additional insured. Proof of insurance is required upon request. Thirty (30) days' written notice of cancellation or material change is required.

All Platform fees for US Operators are quoted and payable in United States Dollars (USD).

State sales tax is collected where applicable based on Operator's business location and applicable nexus rules. You are responsible for collecting and remitting applicable sales taxes from Renters.

C-Band Mailbox will issue IRS Form 1099-NEC for payments exceeding $600 per calendar year. You must provide your EIN for tax reporting purposes.

Reference: South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018); IRS independent contractor reporting requirements.

If you terminate this Agreement with less than thirty (30) days' prior written notice, you agree to pay C-Band Mailbox, as liquidated damages and not as a penalty, a fee of USD $5,000.00.

This fee compensates C-Band Mailbox for transition costs, lost revenue, Renter migration expenses, and administrative expenses. The parties agree that this amount is a reasonable pre-estimate of C-Band Mailbox's damages and not a penalty.

This Early Termination Fee overrides any different early termination amount stated in the Universal Terms.

You must screen all Renters against the following lists before accepting them and on an ongoing basis: (a) OFAC Specially Designated Nationals and Blocked Persons (SDN) List; (b) OFAC Sectoral Sanctions Identifications (SSI) List; and (c) Commerce Department Bureau of Industry and Security Denied Persons List and Entity List.

You must not provide services to individuals or entities in Cuba, Iran, North Korea, Syria, the Crimea/Donetsk/Luhansk regions of Ukraine, or other comprehensively sanctioned jurisdictions.

You must cooperate fully with the United States Postal Inspection Service (USPIS) in investigations. You must report suspected sanctions violations to C-Band Mailbox immediately.

Violations of applicable sanctions laws may result in severe civil and criminal penalties under federal law.