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

These Terms & Conditions for Mail Center 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.

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, services, or products that C-Band Mailbox may offer from time to time.

2.1 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) if operating in Canada, be registered as a Commercial Mail Receiving Agency (CMRA) with Canada Post or have equivalent authorization; (d) maintain compliance with all applicable federal, provincial, and local laws and regulations; and (e) provide proof of such qualifications upon C-Band Mailbox's request.

2.2 Identity Verification Requirements. 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 90 days); (c) completed and signed authorization forms as required by applicable law (e.g., Canada Post Form 1583 or equivalent); and (d) any additional documentation required by law or by C-Band Mailbox. You must retain secure digital copies of all verification documents and make them available to C-Band Mailbox and regulatory authorities upon request.

2.3 Ongoing Compliance. You agree to: (a) maintain all required licenses and authorizations throughout the Term; (b) comply with all applicable postal regulations, privacy laws (including PIPEDA), 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.

3.1 Subscription Fee. You agree to pay a monthly subscription fee (the "Subscription Fee") for access to and use of the Platform. The Subscription Fee is set forth in your operator agreement and may be changed by C-Band Mailbox with thirty (30) days' prior written notice.

3.2 Mailbox Fees. For each digital mailbox assigned to a Renter through the Platform (an "Assigned Mailbox"), you agree to pay C-Band Mailbox a monthly mailbox fee (the "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.

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

3.4 Net Earnings Deficit. If your monthly expenses (Subscription Fee, Mailbox Fees, processing fees, and miscellaneous charges) 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.

3.5 Early Termination Fees. 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, and administrative expenses.

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

4.2 Application of Security Deposit. If you fail to pay any amount when due, breach this Agreement, or cause any loss or damage to C-Band Mailbox, C-Band Mailbox may apply the Security Deposit (or any portion thereof) 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.

4.3 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 10% ownership interest in your business. The personal guarantee shall secure all of your obligations under this Agreement.

4.4 Return of Security Deposit. 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.

5.1 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 (or as otherwise agreed); (c) perform Action Items requested by Renters accurately and promptly; (d) maintain secure storage facilities for physical mail; (e) implement appropriate security measures to protect Renter mail and data; and (f) train your staff on proper mail handling procedures and compliance requirements.

5.2 Renter Verification and Onboarding. You are solely responsible for: (a) verifying the identity of each Renter in accordance with Section 2.2; (b) collecting and maintaining all required documentation; (c) submitting verification documents to regulatory authorities as required by law; (d) activating Renter accounts only after complete verification; and (e) ensuring that no mail is accepted for unverified Renters.

5.3 Data Protection and Privacy. You agree to: (a) comply with all applicable privacy laws, including PIPEDA; (b) implement appropriate technical and organizational measures to protect Renter data; (c) maintain confidentiality of all Renter information; (d) not disclose Renter data to third parties except as required by law or with Renter consent; and (e) promptly notify C-Band Mailbox and affected Renters of any data breaches or security incidents.

5.4 Prohibited Activities. You agree not to: (a) assign Renters to third-party digital mailbox platforms while using C-Band Mailbox marketing materials; (b) engage in any fraudulent, illegal, or deceptive practices; (c) misrepresent amounts due to C-Band Mailbox or manipulate revenue reporting; (d) use the Platform for any purpose other than providing mailbox services to verified Renters; or (e) interfere with, disrupt, or attempt to gain unauthorized access to the Platform or C-Band Mailbox systems.

6.1 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 6.

6.2 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. If you terminate with less than thirty (30) days' notice, the Early Termination Fee set forth in Section 3.5 will apply.

6.3 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, in its sole discretion, that your continued use of the Platform poses a risk to C-Band Mailbox, Renters, or third parties.

6.4 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. Suspension will continue until you demonstrate to C-Band Mailbox's satisfaction that the issue has been resolved.

7.1 Platform Ownership. All intellectual property rights in the Platform, including but not limited to 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.

7.2 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 the purpose of providing mailbox services to verified Renters during the Term. You may not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble the Platform; (c) remove any proprietary notices or labels; (d) use the Platform for any purpose other than as authorized herein; or (e) sublicense, rent, lease, or otherwise transfer your rights under this license.

7.3 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 by C-Band Mailbox. This obligation survives termination of this Agreement.

7.4 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. If you assign any Renter to a third-party platform while using C-Band Mailbox marketing materials, you agree to pay C-Band Mailbox CAD $150.00 per Renter as liquidated damages.

8.1 Your Representations. You represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) you are a duly registered business entity in good standing; (c) you have all necessary licenses, permits, and authorizations to operate a mail receiving business; (d) all information you provide is accurate, complete, and current; (e) you will comply with all applicable laws and regulations; and (f) you have the financial resources to meet your obligations under this Agreement.

8.2 Disclaimer of Warranties. 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.

8.3 No Liability for Renter Disputes. C-Band Mailbox is not responsible for any disputes, claims, or liabilities arising between you and your Renters. You are solely responsible for your relationship with Renters, including but not limited to mail handling, service quality, billing disputes, and customer service issues.

9.1 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 (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) AND EVEN IF C-BAND MAILBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Maximum Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, C-BAND MAILBOX'S TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (a) CAD $500.00; OR (b) THE TOTAL AMOUNT OF FEES YOU PAID TO C-BAND MAILBOX IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

9.3 Indemnification. You agree to indemnify, defend, and hold harmless C-Band Mailbox, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your breach of this Agreement; (c) your handling of Renter mail or performance of services for Renters; (d) your violation of any law or regulation; (e) your infringement of any third-party rights; (f) any disputes between you and your Renters; or (g) any loss, damage, or destruction of Renter mail, regardless of cause.

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

10.2 Mandatory Arbitration. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION IN ACCORDANCE WITH THE ARBITRATION ACT (ONTARIO) AND THE RULES OF THE ADR INSTITUTE OF CANADA, INC. ("ADR INSTITUTE"). ARBITRATION SHALL BE CONDUCTED IN TORONTO, ONTARIO, CANADA, BEFORE A SINGLE ARBITRATOR. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING.

10.3 Waiver of Class Actions and Jury Trial. 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. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION.

10.4 Exceptions to Arbitration. The following disputes are not subject to arbitration: (a) disputes seeking to enforce or protect intellectual property rights; (b) disputes related to theft, piracy, or unauthorized use; and (c) claims for injunctive relief. Such disputes may be brought in the courts of Ontario, Canada.

11.1 Entire Agreement. This Agreement, together with your operator agreement and any additional terms referenced herein, constitutes the entire agreement between you and C-Band Mailbox regarding the Platform and supersedes all prior agreements, understandings, or communications.

11.2 Amendments. 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. Your continued use of the Platform after such notification constitutes acceptance of the modified terms. If you do not agree to the modifications, you must terminate this Agreement in accordance with Section 6.2.

11.3 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without C-Band Mailbox's prior written consent. C-Band Mailbox may assign this Agreement without your consent.

11.4 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.

11.5 Waiver. No waiver of any term of this Agreement 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.

11.6 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, government actions, or failures of third-party service providers.

11.7 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.

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