Virtual Mail

This virtual services agreement (the “Agreement”) is between Prospect Spaces Inc., operating as Den 1880 (the “Den”), and the person or entity agreeing to the terms hereof (the “Member”). This Agreement is effective as of the date you, acting as the Member, click the “I Accept” button appearing at the bottom of this page or sign the document digitally or otherwise (the “Effective Date”). If you are accepting the terms of this Agreement on behalf of your employer or some other entity, you represent and warrant that: (i) you have legal authority to bind your employer or the applicable entity; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of your employer or the applicable entity, to all of the terms of this Agreement.

1. VIRTUAL SERVICES: Den agrees to provide the Member with the services which you agree to purchase, as described herein and on the “Virtual Office” portion of the Den’s website (https://www.den1880.co/virtual_services) and as may be modified from time to time (collectively, the “Virtual Services”), throughout the Term (as defined below) but including, at a minimum mail service. If services are used which were not selected in this Agreement, the Member will be charged accordingly with an additional 20% administrative penalty applied, for example, by sending mail to additional users that are not on the contract or sending oversized packages.

2. PAYMENT TERMS: By clicking “I Accept” or signing the document digitally or otherwise, you are expressly authorizing Den to charge the Member a recurring monthly fee for the Virtual Services at the then current rate appearing herein, together with all applicable harmonized sales tax, goods and services tax and any other value added tax thereon (the “Monthly Fee”), and to process the Monthly Fee using preauthorized debits or prepayment (the “Payment Method”). The Member acknowledges and agrees that Den has the right to change the Monthly Fee upon 30 days’ written Notice to you. Upon accepting the terms of this Agreement, your first Monthly Payment will become immediately due and payable. Thereafter, Den will automatically renew this Agreement for the Virtual Services for successive monthly periods commencing on the day that is one month from the Effective Date and continuing on the 1st day of each month thereafter (each a “Payment Date”) until the Member or Den terminates this Agreement. PAYMENTS ARE NON-REFUNDABLE, AND Den DOES NOT GIVE REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. If the Member wishes to select a different Payment Method, or if there is a change in your Payment Method, such as your credit card expiration date, you must notify the Den in writing of such change or update the information within your member account page. If your payment method reaches its expiration date, or if you cancel your payment method without notice to Den, you authorize Den to continue billing the payment method that it has on file and to pursue you for all uncollected amounts. Any payment which Den is not able to process on the Payment Date will be considered overdue, will be subject to a 10.0% late payment fee and will bear interest at a rate of 2% per month.

3. SERVICES: The Member may choose to add Add-Ons to their Agreement, which can be found at [https://www.den1880.co/virtual-office-and-mail] which may be modified from time to time upon 30 days’ Notice (as hereinafter defined). Upon request and to the extent not otherwise provided to the Member, Den shall provide certain custom Add-Ons (the “Add-On” and each being a “Service”) at an extra charge in accordance with Den published rates or otherwise determined between the parties.

4. TERM: The Term of this Agreement (the “Term”) shall be for a period of one month commencing on the Effective Date and ending on the last day of the month immediately preceding one month from the Effective Date. This Agreement shall automatically renew for successive monthly periods (each, a “Renewal Term”) unless terminated by either party in accordance with Section 4 hereof.

5. TERMINATION: Beyond the Term of this Agreement, or in the breach thereof, either party may terminate this Agreement for any reason whatsoever by providing the other party with one (1) month's written notice from the first day of the month (the “Termination Period”). If your Payment Date falls within the Termination Period, the Monthly Fee shall remain payable and you hereby authorize Den to charge the Monthly Fee using your Payment Method. Den reserves the right to terminate this Agreement or restrict your access to the Virtual Services, without prejudice to any other right or remedy to which it may be entitled, in the event that the Member defaults under the terms of this Agreement and fails to remedy such default within five business days of receiving written Notice of the default from Den. In the event that Den terminates this Agreement as a result of an uncured default, you agree that such uncured default will trigger immediate termination and that you will be required to pay Den an amount equal to the Monthly Fee for the next two months, forthwith. Upon termination of this Agreement for any reason whatsoever, Den will immediately discontinue the Virtual Services and, if the Virtual Services include mail handling and storage, return any mail received within 30 days of the effective termination date to the sender at your cost. Den shall have no mail forwarding obligations, or any other obligations relating to the Virtual Services or this Agreement, to the Member following this 30-day period.

6. DEFAULT: The parties agree that upon the occurrence of any of the following events (each being a “Default” or “Event of Default”) Den shall have the right to terminate or suspend this Agreement in part or in its entirety and revoke the Virtual Services immediately upon written Notice to the Member: (a) the Member fails to pay any amount due hereunder, provided that Den shall provide five (5) days notice to the Member before any notice to terminate/revoke is effective; or (b) the Member fails to perform or observe any of the terms, covenants, warranties or conditions of this Agreement (except as otherwise expressly listed in this Section) and the Member fails to cure any such breach to the satisfaction of Den within five (5) business days after receipt of Notice of such breach; or (c) a petition in bankruptcy or insolvency or for a reorganization or for the appointment of a receiver or trustee of the Member’s property is filed by or against the Member; or (d) an assignment or petition or arrangement for the benefit of creditors is made or is entered into by the Member; or (e) unnecessary abuse or hostile treatment of staff or other individuals by the Member; or (f) improper use of Den systems and Virtual Services. Den may withhold any Virtual Services at any time should the Member be in default of any payment hereunder or in default of any other provision of this Agreement. If Den terminates this Agreement in connection with any of the foregoing Events of Default, in addition to the remedies available to it at law, it may recover from the Member: (a) all fees and other charges required to be paid pursuant to this Agreement, plus an amount equal to the total monthly fees for any charges that would become due and payable if Notice was properly provided when the relevant Event of Default occurred, and (b) all costs associated with collection of outstanding accounts to include, but not be limited to Virtual Services, legal costs and out of pocket costs.

7. COMPLIANCE WITH LAWS: The Member agrees to comply with all federal, provincial and local laws, regulations, policies and guidelines relating to the Virtual Services and/or your use thereof.

8. CONFIDENTIALITY: Den acknowledges that it may receive confidential information relating to a business not generally known to the public (the “Confidential Information”) as a result of entering into this Agreement with you. Den agrees to use all commercially reasonable efforts to maintain the confidentiality of the Confidential Information, not to disclose the Confidential Information, except as required by law, and not to use the Confidential Information for its own benefit or the benefit of a third party. The Member acknowledges that it may receive Confidential Information of Den as a result of entering into this Agreement. The Member agrees to hold such Confidential Information in strict confidence and take all reasonable precautions to protect Confidential Information. The Member acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, Den shall have, in addition to other available remedies, the right to injunctive relief (without being required to post any security).

9. LIMITATION OF LIABILITY: In no event shall Den, its affiliates, or their respective directors, shareholders, officers, employees or agents be liable for any damages or losses whatsoever, including any direct, incidental, consequential, special or exemplary damages, and any damages for loss of profits, business opportunity, savings, goodwill or other intangible losses, regardless of whether Den had been advised of, or could have foreseen the possibility of such damages and even if caused by the negligence of Den or those for whom it is at law responsible, arising out of or in connection with (i) the use, inability to use, interruption or failure of the Virtual Services, including without limitation, loss of, or failure to deliver, mail or electronic communications, or (ii) any other matter relating to this Agreement or the Services.

10. INDEMNITY: The Member agrees, during the Term of this Agreement and thereafter, to indemnify Den, its affiliates and their respective directors, shareholders, officers, employees and agents (the “Indemnitees”) from any and all liabilities, losses, claims, demands, costs, penalties, fines and actions of any kind, including, without limitation, reasonable legal and accounting fees, which the Indemnitees may suffer as a result of your breach, violation or non-performance of the terms of this Agreement or your reliance on, or use of, the Virtual Services.

11. WARRANTY: Den makes no express warranty regarding the Virtual Services and specifically disclaims any implied warranty, including warranties of merchantability and fitness for a particular purpose. Den does not authorize any person to make warranties of any kind on its behalf and you should not rely on any statement to the contrary.

12. RULES & REGULATIONS: The Member expressly acknowledges that Den is not the owner of the Building but solely a tenant. The Member shall not interfere, disturb or cause a nuisance to other users, tenants, licensees, guests, customers and invitees in the Location or Building. The rules and regulations adopted by the landlord and incorporated as part of the Den’s rules and regulations (collectively, the “Rules and Regulations”) are made a part of this Agreement. The Member shall comply with and observe, and will cause all of the Member Parties to comply with and observe, all of the Rules and Regulations enacted by Den and the landlord of the Location or Building and which are in effect from time to time in respect to the Location or Building. Any breach of any of the Rules and Regulations by the Member or any Member Party shall constitute a breach under this Agreement and all remedies and rights available to Den for a breach under this Agreement shall be available and may be applied against the Member. The applicable Rules and Regulations can be found at https://www.den1880.co/rules-and-regulations. The Member acknowledges that this Agreement is

subordinate to Den’s lease and that in the event of termination of Den’s lease for any reason whatsoever, this Agreement shall, at the option of the landlord, be terminated immediately upon Notice from either the landlord or Den.

13. TRANSFER AND ASSIGNMENT: Den shall have the right to transfer or assign all or any part of its rights or obligations under this Agreement to any person or legal entity (the “Assignee”). In the event that any such transfer of assignment results in the subsequent performance by the Assignee of all of Den’s obligations under this Agreement, Den shall be deemed to be released from the performance of all of its obligations under this Agreement after the effective date of such transfer or assignment. You may not transfer, sublicense or otherwise assign or delegate any of your rights or obligations under this Agreement to any person without the prior written consent of Den, which may be unreasonably withheld.

14. NOTICE: Any notice or other communications given pursuant to this Agreement must be in writing and may be delivered personally, by email, regular or registered mail to:

Den 1800 at:

14 Erb St. W., Waterloo, ON, N2L 1S7 Attention: Virtual Office
Email: hello@den1880.co

Notices shall be deemed to have been received on the fifth (5th) business day following regular mailing or, if delivered personally or by email or fax, on the day of delivery if a business day or, if not, on the following business day.

15. NAME AND ADDRESS: The Member must not use the Den 1880 name or branding in any way or connection with your business without prior approval. The Member may not use the Location as your registered address for service of process.

16. MAIL HANDLING AND STORAGE: If the Virtual Services include mail handling and mail storage, the Member acknowledges that Den does not accept mail packages over one pound or mail packages that do not fit within Den’s file folder unless this service level option has been specifically purchased. Den shall not accept mail that contains any dangerous, live or perishable goods and Den shall be entitled in its sole and absolute discretion to return any collected items or refuse to accept any quantity of items it considers unreasonable or unlawful. Den may charge an administrative fee if an excessive volume of mail is received and processed by Den’s team on your behalf. All mail left uncollected for over 30 days is subject to secure disposal and will not be returned to the sender. Den will only receive deliveries Monday to Friday, 9 am to 5 pm, excluding holidays. The Member may not use the mailboxes for sending or receiving drugs, weapons, or anything considered to be illegal, misleading, or fraudulent. The Member may also not use the address as a return address for any large-scale mailing campaigns unless Den has otherwise approved it.

17. MAIL FORWARDING: Den does not provide mail forwarding of any kind whatsoever. Mail that is being picked up will be provided to the authorized individual on file upon providing a government-issued photo identification.

18. PHONE NUMBER: All phone numbers assigned to the Member are for the Member’s use during the Term of this Agreement (“Assigned Phone Number”). The phone numbers remain Den’s property, and you have no contractual or

vested interest in the telephone service or telephone numbers provided by Den. Assigned Phone Numbers shall not be listed on any “white or yellow” pages.

19. PHONE NUMBER PORTING: Phone numbers being ported away from Den to another carrier shall be subject to a one-time administration fee of $100 per number. Premium numbers shall be subject to a one-time porting fee of $500. All porting fees are subject to HST.

20. DATA COLLECTION: Den requests that the Member provide, as and when requested by Den, documentation and personal information as Den may reasonably require to enable provision of the Virtual Services. The data collected by Den from you may include: (a) personal information that Den can reasonably use to directly or indirectly identify individuals (the “Personal Information”); (b) non-personal information, that does not directly or indirectly reveal your identity or directly relate to an identified individual; (c) technical information; and (d) non-personal details about your website interactions or any phone number used to call Den’s customer service number.

21. DATA USAGE: Den shall acquire, hold, use and process Personal Information about you for a variety of business purposes, including: (a) providing products, Virtual Services or information requested; (b) administrative purposes; (c) marketing Den products and Virtual Services by phone, postal mail, facsimile, or email; (d) research and development; (e) providing services that are specifically designed to be compatible and used on mobile devices; (f) using Personal Information and other information about you to create anonymized and aggregate information; (g) presenting Den’s website and its contents to you; (h) fulfilling the purposes for which you provided the information or that were described when it was collected, or any other purpose for which you provide it; (i) providing you with notices about this Agreement, including expiration and renewal notices; (j) to carry out Den’s obligations and enforce Den’s rights arising from any contracts with you, including for billing and collection or to comply with legal requirements; (k) notify you about changes to Den’s website/SaaS/systems/rules and regulations/services/Virtual Services or any products Den offers; (l) improve Den’s website/SaaS, products, Virtual Services or marketing, or customer relationships and experiences; (m) allow you to participate in interactive features, social media, or similar features on Den’s website/SaaS systems; and (n) measure or understand the effectiveness of the advertising Den serves to you and others, and to deliver relevant advertising to you.

22. DATA TRANSFER: You agree that Den may disclose personal data that Den collects or that you provide to Den in this Agreement, including: (a): to Den’s subsidiaries and affiliates; (b): in accordance with applicable law, to a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Den’s assets, whether as a going concern or as part of bankruptcy denudation, or similar proceeding, in which personal information held by Den about you is among the assets transferred; (c) to advertisers and advertising networks that require the information to select and serve relevant advertisements; (d) to contractors, service providers and other third parties Den uses to support Den business and who are contractually obligated to keep personal data confidential, use it only for the purposes for which Den discloses it to them and to process the personal data with the same standards set out in this Agreement; (e) for any other purpose disclosed by Den; (f) with your consent; and (g) to comply with any court order, law, or legal process.

23. DATA RETENTION: Except as otherwise permitted or required by applicable law or regulations, under some circumstances, Den may anonymize Personal Information so that it can no longer be associated with the Member. Den

reserves the right to use such anonymous and de-identified data for any legitimate business purpose without further Notice or consent from the Member or any individual.

24. DATA SECURITY: The Member acknowledges that Den uses physical, electronic, and administrative measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration and disclosure.

25. FORCE MAJEURE: Den will not be liable for and will not be considered in default or breach of this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond Den’s reasonable control.

26. GENERAL INTENT AND INTERPRETATION: This Agreement [including any Schedules hereto] comprises the entire Agreement between the parties relating to the subject matter hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, all other provisions hereof shall be separately valid and enforceable. All provisions of this Agreement which, by their nature, are intended to survive termination shall continue in force notwithstanding termination hereof.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereby agree that each is an independent contractor, neither party shall be considered to be the agent, representative, master or servant of the other party for any purpose, and neither party has any authority to enter into any contract, assume any obligations or give any representations on behalf of the other party. Nothing herein shall be construed to create a relationship of partners, joint ventures, fiduciaries or other similar relationships between the parties. This Agreement constitutes the entire Agreement between the parties relating to the subject matter hereof, subject to information incorporated herein by reference to the “Virtual Office” portion of the Den’s website. This Agreement will enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and assigns.