Seller Account Agreement

1.Parties and Recitals

This Seller Account Agreement (this "Agreement") is entered into between: OCSAPP INC., a corporation federally incorporated under the Canada Business Corporations Act on November 26, 2023 (Corporation No. 1750354-7; Quebec enterprise number (NEQ) 1181584997), with its registered office at 300 Rue Pradier, Laval, Québec H7H 2W9 ("OCSAPP", "we", "us", or "our"); and the Seller identified in the OCSAPP seller account through which this Agreement is accepted electronically, operating under the shop name shown on that account (the "Seller", "you", or "your"); (each a "Party" and together the "Parties").

Confirmed: OCSAPP Inc.'s registered corporate details above (federal incorporation date, Corporation No., Quebec NEQ, and registered office address) were provided directly by OCSAPP's founder and reflect the current filed registration as of August 2026. Counsel should still verify this against the live federal and Quebec corporate registries before execution, as a standard diligence step - not because a discrepancy is expected. Recitals • OCSAPP operates a bilingual, unified commerce and logistics platform in Québec, including a retail marketplace (Marché Central / Vendeur Central), through which independent local businesses list and sell products to consumers, with delivery fulfilled by OCSAPP's network of independent-contractor drivers (Livreur Central / "ODA").

• The Seller operates a local business in the West Island service area and wishes to list and sell its products on the OCSAPP platform.
• OCSAPP has established a Founding Partner cohort of twenty (20) Sellers for its pre-launch West Island launch, entitling admitted Sellers to the Founding Partner terms set out in this Agreement; where the Seller is not part of that cohort, or joins after it is closed, the Seller's terms are governed by Section 3.2, Section 6.3, and Schedule C instead.
• The Parties wish to set out the terms on which the Seller will list and sell products through the OCSAPP platform, and the fees, delivery arrangements, and obligations that apply.

2.Definitions

"Buyer" means a customer who places an order for the Seller's products through the OCSAPP platform.

"Commission" means the percentage fee charged to the Seller on the value of each completed order, as set out in Section 6.

"Delivery Fee" means the fixed, zone-calibrated fee charged to the Buyer at checkout, which is separate from and not part of the Commission, and which funds the 70/30 revenue split with the ODA driver who fulfills the delivery. The Delivery Fee is not payable by, deducted from, or in any way charged to the Seller.

"Founding Partner" or "Founding Seller" means one of the twenty (20) sellers selected for OCSAPP's pre-launch West Island cohort, entitled to the terms in Section 6.1 through 6.2 and Schedule A.

"ODA" means an independent contractor driver operating within OCSAPP's Livreur Central delivery network, who exclusively fulfills all deliveries of the Seller's products ordered through the platform.

"Payment Processing Fee" means the standard third-party payment processing fee (2.9% + $0.30 CAD per transaction) charged by OCSAPP's payment processor(s) (currently Stripe and/or PayPal), which is deducted from the Seller's gross proceeds separately from, and in addition to, the Commission.

"Platform" means the OCSAPP marketplace, including the Marché Central consumer-facing storefront and the Vendeur Central seller dashboard, and all related software, mobile interfaces, and services.

"Service Area" means the West Island municipalities listed in Schedule B, as may be expanded by OCSAPP from time to time.

"Standard Tier" means one of OCSAPP's ongoing seller subscription tiers (Essential, Experience, Prestige, or Enterprise) described in Schedule C, applicable to the Seller following expiry of the Founding Partner Period.

"Returns & Refund Policy" means OCSAPP's published policy governing Buyer returns, refunds, and fault-based Chargebacks on Marketplace orders (Track A, Marché Central/Acheteur Central), as published on ocsapp.ca/returns and updated from time to time, and incorporated into this Agreement by Section 6.6 and Section 21.1.

"Founding Partner Period" means the twelve (12) month period beginning on the Effective Date, during which Section 6.1's Founding Partner Commission applies.

3.Term of Agreement

3.1 This Agreement begins on the date the Seller's shop is approved and goes live on the Platform (the

"Effective Date") and continues until terminated in accordance with Section 18.

3.2 Founding Partner Status. This Agreement is used both for Sellers admitted to OCSAPP's Founding Partner

cohort (capped at twenty (20) Sellers, per the Ecosystem Pricing Strategy Section 10) and for Sellers joining after that cohort is closed. Exactly one of the following applies to the Seller, as confirmed at signing: Founding Partner - Cohort Position ___ of 20. Sections 6.1–6.2 and Schedule A apply for the Founding

• ☐ Partner Period defined in Section 3.3. Standard Tier - not part of the Founding Partner cohort. Section 6.3 and Schedule C apply from the
• ☐ Effective Date. Sections 6.1–6.2, Schedule A, and the Founding Partner Period defined in Section 3.3 do not apply to the Seller. Where this designation is not completed, or where OCSAPP has confirmed the Founding Partner cohort is closed as of the Effective Date, the Seller is deemed Standard Tier from the Effective Date. OCSAPP is under no obligation to admit a Seller to the Founding Partner cohort once the cap in this Section is reached, regardless of the Seller's application or signing date.

3.3 Where Founding Partner status is confirmed under Section 3.2, the Founding Partner Period runs for twelve

(12) months from the Effective Date. Upon its expiry, this Agreement continues in effect, and the Seller's Commission automatically transitions to the Standard Tier the Seller selects under Section 6.3, without requiring a new agreement, unless either Party terminates in accordance with Section 18.

4.Services Provided by OCSAPP

4.1 Marketplace Platform

4.1.1 OCSAPP will provide the Seller with a branded storefront on the Platform, an order management

dashboard, inventory and pricing management tools, sales analytics, and customer messaging functionality, as further described in the Founding Seller Onboarding Package.

4.2 ODA Delivery Network

4.2.1 OCSAPP's ODA driver network will exclusively fulfill all deliveries of the Seller's products ordered through

the Platform. The Seller will not arrange, and OCSAPP will not permit, delivery of Platform orders by any means other than the ODA network.

4.2.2 Where a Buyer selects pickup rather than delivery, the Seller will make the order available for Buyer

pickup at the location provided under Section 5.1, and no Delivery Fee or ODA involvement applies to that order.

4.3 Payment Facilitation

4.3.1 OCSAPP will facilitate collection of payment from Buyers through its third-party payment processor(s)

and will remit the Seller's net proceeds in accordance with Section 7.

4.4 Founding Partner Benefits

4.4.1 For the duration specified in Schedule A, OCSAPP will provide the Seller with featured placement on the

Platform's homepage and category pages, white-glove onboarding assistance (shop setup, product upload, and photography support), a permanent "Founding Partner" badge on the Seller's shop profile, and priority access to OCSAPP's support team. Featured placement and white-glove onboarding are service commitments; they are not separately invoiced and carry no monetary value owed to the Seller if not fully utilized within the stated window.

5.Seller Obligations

5.1 Business Registration and Location

5.1.1 The Seller represents and warrants that it holds a valid Quebec business registration (NEQ), is registered

for GST and QST as applicable to its operations, and is located within the Service Area described in Schedule B.

5.1.2 The Seller will maintain any permits applicable to its products or services, including without limitation a

valid food handler permit for food businesses and a valid SAQ permit for any business selling alcohol, and will provide copies of such permits to OCSAPP on request and upon renewal.

5.2 Product Listings

5.2.1 The Seller will list a minimum of twenty (20) active products on the Platform at all times, each including

an accurate name, description, price (inclusive of applicable taxes or clearly marked "plus tax"), category, and photograph.

5.2.2 The Seller is solely responsible for the accuracy of its product listings, pricing, and availability, and for

ensuring its products comply with all applicable health, safety, labelling, and consumer protection laws.

5.2.3 The Seller will include an accurate weight for each product listing. This is a mandatory field, not optional

detail: OCSAPP's Ecosystem Pricing Strategy (Section 8.4c/8.4d) uses the weight the Seller declares, summed across the Buyer's cart at checkout, to calculate whether an Oversize Surcharge applies - the Buyer never estimates weight themselves, and the Seller's declared figure is the only data the calculation relies on.

5.2.4 Where a delivery driver's inspection at pickup indicates the Seller's declared weight was materially

inaccurate, OCSAPP may apply or adjust the Oversize Surcharge retroactively based on the driver's photo or scan evidence, and may treat a pattern of inaccurate declarations as a basis for review under Section 17.2. Updated in this revision: Sections 5.2.3–4 are new. They implement OCSAPP's Ecosystem Pricing Strategy, Section 8.4c/8.4d, which introduces a weight- based Oversize Surcharge and a stop-based Additional-Stop Fee for multi-vendor cart orders. The Seller's commission rate under Section 6 is unaffected

5.2A Prohibited Listings. The Seller will not list: (a) illegal or regulated items for which the Seller does not hold the

required authorization; (b) counterfeit or unauthorized-replica products; (c) hazardous materials without the certification applicable law requires; (d) items that infringe a third party's intellectual property rights; or (e) any product prohibited under Canadian or Québec law. A violation of this Section may be treated as a material breach under Section 17.2.

5.2B French Labelling for Generic or Descriptive Trademark Terms. Effective June 1, 2025, amendments to the Charter

of the French language require that generic or descriptive terms included within a trademark - including but not limited to flavours, ingredients, and fragrances - appear in French on the product itself, even where the trademark as a whole is validly registered and may otherwise remain in a language other than French. Products manufactured before June 1, 2025 benefit from a transition period until June 1, 2027. The Seller is solely responsible for ensuring its product packaging and labelling comply with this requirement before listing a product on the Platform, and a listing that does not comply may be removed by OCSAPP without notice.

5.3 Order Fulfillment

5.3.1 The Seller will review and accept or decline each order within five (5) minutes of receipt, and will prepare

accepted orders for pickup by an ODA driver within two (2) hours of order receipt, targeting completion within ninety (90) minutes.

5.3.2 Where the Seller is unable to fulfill an order (including due to an out-of-stock item), the Seller will decline

the order with a reason through the dashboard; OCSAPP will notify the Buyer and issue any applicable refund. Repeated declines may be addressed under Section 5.5.

5.3.3 The Seller will update the order's status in the dashboard (“Processing,” then “Ready for Pickup”) as it

progresses, promptly and accurately, so the Buyer's real-time order tracking reflects genuine fulfillment progress rather than a static “Order Placed” status until pickup. An order marked “Ready for Pickup” must in fact be packaged and ready at the pickup location described in Section 5.1.

5.4 Operating Hours

5.4.1 The Seller will operate and accept Platform orders a minimum of six (6) days per week, eight (8) hours per

day, and will provide at least twenty-four (24) hours' notice through the dashboard of any planned closure where reasonably possible.

5.5 Quality and Service Standards The Seller will use commercially reasonable efforts to meet the following

standards, which OCSAPP may use to evaluate the Seller's standing under this Agreement: Metric Target Order Acceptance Rate 95%+ Preparation Time (order to "Ready") Under 90 minutes Customer Rating 4.5+ stars Issue Rate (orders with reported problems) Under 5%

5.5.1 Where a Buyer complaint relates to a quality issue (incorrect item, damage, spoilage), OCSAPP will

investigate with the Seller and may issue a refund to the Buyer; where OCSAPP determines the issue resulted from the Seller's error, OCSAPP may deduct the corresponding cost from the Seller's next payment under Section 7.

5.6 Packaging

5.6.1 The Seller will package all products securely for transport, in accordance with OCSAPP's packaging

guidelines as updated from time to time, and is encouraged to use compostable, recyclable, or reusable packaging consistent with the Platform's zero-emission positioning.

6.Commission and Fees

6.1 Founding Partner Commission

6.1.1 For the Founding Partner Period, OCSAPP will charge the Seller a Commission of twelve percent (12%) on

the value of each delivered order and six percent (6%) on the value of each pickup order, equivalent to the Experience Standard Tier rate, at no monthly subscription fee (the Experience tier otherwise carries a $39/month fee).

6.1.2 This rate is locked for the full Founding Partner Period regardless of any change OCSAPP makes to

Standard Tier pricing during that time.

6.2 First Five Deliveries

6.2.1 OCSAPP will not charge the Seller Commission on the Seller's first five (5) completed delivery orders

following the Effective Date. This waiver applies to the Seller's Commission only; the Buyer's Delivery Fee and the ODA driver's payment under the Platform's standard revenue split are unaffected and apply in full to these orders.

6.3 Commission Following the Founding Partner Period

6.3.1 Upon expiry of the Founding Partner Period, the Seller will select one of the Standard Tiers described in

Schedule C (Essential, Experience, Prestige, or Enterprise). If the Seller does not select a tier, the Seller will default to the Essential tier. The Seller may change its selected tier at any time, effective within one (1) business day, by notifying OCSAPP through the dashboard or at sellers@ocsapp.ca.

6.4 Payment Processing Fee

6.4.1 The Payment Processing Fee (2.9% + $0.30 CAD per transaction) is deducted from the Seller's gross

proceeds separately from, and in addition to, the Commission. It is never charged to the Buyer as a separate line item, and is never included in, or netted against, the Commission percentage in Section 6.1 or Schedule C.

6.4.2 The Seller acknowledges that Québec's Consumer Protection Act prohibits surcharging payment-

processing costs to consumers, and agrees not to add any such surcharge to its own product pricing on or off the Platform in a manner that would circumvent this prohibition.

6.5 What Is and Is Not Included in Commission The Commission covers: Platform hosting and maintenance,

first-line customer support, marketing and promotion of the Platform generally, dashboard and tools access, and the order management system. The Commission does not cover, and the following are charged or handled separately: the Payment Processing Fee (Section 6.4); the Delivery Fee, which is paid by the Buyer and funds the ODA driver split (Section 2, "Delivery Fee"); the reverse-logistics fee and chargeback treatment described in Section 6.6; featured placement beyond the Founding Partner Period (available as a paid option); and packaging materials, which remain the Seller's responsibility. Illustrative example: on a $50.00 order at the Founding Partner delivery rate, Commission of $6.00 (12%) and Payment Processing Fee of approximately $1.75 (2.9% + $0.30) are deducted separately, and the Seller receives approximately $42.25.

6.6 Returns, Refunds, and Fault-Based Chargebacks

6.6.1 Buyer returns and refunds on Marketplace orders are governed by OCSAPP's Returns & Refund Policy

(Track A, Marché Central/Acheteur Central), as published on ocsapp.ca/returns and updated from time to time. The Seller agrees to be bound by that policy as it applies to orders fulfilled through the Seller's storefront, and acknowledges that Québec's Consumer Protection Act sets the minimum return window and terms that policy must meet or exceed.

6.6.2 Where OCSAPP's automated fault-determination system attributes a return to a defect, quality issue, or

packing error present at the time the Seller handed the order to the ODA driver (a "Vendor-Caused Fault"), OCSAPP may deduct the reverse- logistics fee (disclosed in the ODA and charged at OCSAPP's published zone

rate) and the refunded value of the returned item from the Seller's next payout under Section 7 (a

"Chargeback").

6.6.3 The Seller will not be charged a reverse-logistics fee or have any amount deducted for: (a) a return

caused by mishandling after the order was scanned into ODA custody (a "Transit-Caused Fault"), which OCSAPP absorbs directly; or (b) a Buyer change-of-mind return, for which the Buyer bears any applicable reverselogistics fee.

6.6.4 OCSAPP will make available to the Seller, through the dashboard, an itemized record of each Chargeback,

including the order reference, the stated reason, and the photo/scan evidence relied upon. The Seller may dispute a Chargeback within five (5) business days of it appearing on the dashboard by submitting counterevidence through the same channel; a disputed Chargeback is held, not reversed, pending OCSAPP's review.

6.6.5 A fault determination generated by OCSAPP's automated system is a starting basis for a Chargeback, not

conclusive proof of the Seller's negligence for any other purpose; nothing in this Section 6.6 limits the Seller's right to dispute a specific Chargeback on its merits under Section 6.6.4.

7.Payment Terms

7.1 OCSAPP will pay the Seller's net proceeds by direct deposit on a weekly basis, every Monday, for orders

completed in the preceding period.

7.2 Amounts owed below twenty-five dollars ($25.00) will roll over and be included in the following week's

payment rather than paid separately.

7.3 OCSAPP will provide the Seller a detailed statement with each payment, itemizing Commission and

Payment Processing Fee deductions as separate line items for each order.

8.Delivery Arrangements

8.1 The Seller acknowledges and agrees that OCSAPP's ODA network is the exclusive means of fulfilling

deliveries of Platform orders, and that the Seller has no right or option to fulfill deliveries using its own vehicles, staff, or third-party couriers. The Seller's Commission rate under Section 6 does not vary based on delivery arrangement.

8.2 Where a customer's order includes products from multiple sellers on the Platform, the Seller will see and

be responsible only for its own portion of the order, and an ODA driver will collect from each contributing

seller along a single route. Where such a multi-vendor order draws from more than two sellers, an Additional- Stop Fee applies to the Buyer under Section 8.4d of OCSAPP's Ecosystem Pricing Strategy - this fee is separate from, and does not affect, the Seller's own commission under Section 6.

9.Intellectual Property

9.1 OCSAPP Platform

9.1.1 OCSAPP retains all right, title, and interest in the Platform, including its software, trademarks, dashboard

tools, and the OCSAPP name and logo. Nothing in this Agreement grants the Seller any license to use OCSAPP's intellectual property except as expressly permitted for operating the Seller's storefront and displaying the Founding Partner badge under Section 4.4.

9.2 Seller Content

9.2.1 The Seller grants OCSAPP a non-exclusive, royalty-free licence to use the Seller's shop name, logo,

product photographs, and descriptions ("Seller Content") for the purposes of operating the Platform, including in Platform-wide marketing, the launch marketing campaign, and social media features described in the Founding Seller Onboarding Package.

9.2.2 The Seller represents that it owns or has the necessary rights to all Seller Content it provides, and that

such content does not infringe any third party's intellectual property rights.

10.Data Protection and Privacy

10.1 Each Party will comply with applicable Quebec and Canadian privacy law in connection with this

Agreement, including the Act respecting the protection of personal information in the private sector (Quebec, as amended by Law 25) and the Personal Information Protection and Electronic Documents Act (PIPEDA).

10.2 OCSAPP collects and processes the Seller's business registration details, tax identification numbers,

banking information, and contact details as described in OCSAPP's Privacy Policy (ocsapp.ca/privacy), and may share such information with its payment processors, cloud hosting provider, and other service providers as necessary to operate the Platform.

10.3 The Seller will handle any Buyer personal information it receives in connection with an order (name,

delivery address, order details) solely for the purpose of fulfilling that order, and will not use, retain, or disclose such information for any other purpose.

10.4 Where a Chargeback under the Returns & Refund Policy results from an automated fault determination,

OCSAPP's Privacy Policy, Section 10, describes the Seller's rights regarding that determination, including the right to an explanation of the factors used and to request human review.

11.Confidentiality

11.1 Each Party will keep confidential any non-public business, technical, or financial information of the other

Party disclosed in connection with this Agreement, and will use it solely to perform its obligations under this Agreement, except where disclosure is required by law.

12.Representations and Warranties

The Seller represents and warrants that:

• it is validly registered to carry on business in Québec and has the authority to enter into this Agreement;
• its products comply with all applicable federal, provincial, and municipal laws, including food safety, labelling, and consumer protection requirements;
• it holds all permits and licences required for the products or services it offers on the Platform, including any required food handler or SAQ permit; and • the information it provides to OCSAPP, including in its Platform listing and onboarding documents, is accurate and not misleading. OCSAPP represents and warrants that it will operate the Platform with reasonable care and skill, consistent with the service descriptions in this Agreement and the Founding Seller Onboarding Package.

13.Indemnification

13.1 The Seller will indemnify and hold OCSAPP harmless from any third-party claim arising from: (a) the

Seller's products, including any claim relating to product quality, safety, or labelling; (b) the Seller's breach of this Agreement or applicable law; or (c) Seller Content infringing a third party's rights.

13.2 OCSAPP will indemnify and hold the Seller harmless from any third-party claim arising from OCSAPP's

gross negligence or wilful misconduct in operating the Platform or the ODA delivery network.

14.Limitation of Liability

14.1 Except in the case of gross negligence or wilful (intentional) misconduct - for which liability cannot be

limited or excluded under Article 1474 of the Civil Code of Québec - neither Party's total liability to the other under this Agreement will exceed the total Commission and Payment Processing Fees paid or payable by the Seller to OCSAPP in the three (3) months preceding the event giving rise to the claim.

14.2 Neither Party is liable to the other for indirect, incidental, or consequential damages, including lost profits,

except in the case of gross negligence or wilful misconduct.

15.Insurance

15.1 The Seller will maintain commercial general liability (CGL) insurance with minimum coverage of

$1,000,000, including, where applicable, product liability coverage for food or consumable products, throughout the term of this Agreement, and will provide proof of coverage to OCSAPP upon request and upon renewal.

Updated in this revision: this $1,000,000 minimum is set consistent with current Quebec commercial insurance market data, under which $1M-$2M CGL is the range most commonly required for small commercial operations (retail, food service) under municipal permits and landlord leases, and is aligned with the base of the $1M-$2M range already required of OCSAPP's ODA drivers under the separate Independent Contractor Service Agreement, and with the tiered minimums now set in the Business Account Agreement (Section 17). A flat $1,000,000 is used here, rather than a tiered structure, since Founding Seller tiers (Essential/Experience/Prestige) reflect feature access rather than materially different risk exposure the way Distribution tiers do for business accounts. Counsel and OCSAPP's broker should still confirm this figure against a real quote before treating it as final.

16.Relationship of the Parties

16.1 The Seller is an independent business. Nothing in this Agreement creates an employment, agency,

partnership, joint venture, or franchise relationship between OCSAPP and the Seller. Neither Party has authority to bind the other or to act on the other's behalf, except as expressly set out in this Agreement.

17.Term and Termination

17.1 Termination for Convenience

17.1.1 Either Party may terminate this Agreement for convenience on thirty (30) days' written notice to the

other Party.

17.2 Termination for Cause

17.2.1 OCSAPP may terminate this Agreement immediately on written notice if the Seller: (a) materially

breaches this Agreement and fails to cure the breach within fourteen (14) days of notice; (b) repeatedly fails to meet the quality and service standards in Section 5.5 despite notice; (c) loses, or fails to maintain, a permit or registration required under Section 5.1; or (d) engages in conduct that OCSAPP reasonably determines poses a health, safety, or reputational risk to the Platform.

17.3 Effect of Termination

17.3.1 On termination, the Seller's storefront will be removed from the Platform, OCSAPP will pay any

outstanding net proceeds owed in accordance with Section 7, and Sections 9 (as to content already used), 11, 13, 14, and 20 will survive termination.

17.3.2 If this Agreement is terminated and the Seller later re-applies to the Platform, the Seller will not be

entitled to re-claim Founding Partner status or the benefits in Schedule A, which apply only to the original Founding Partner Period.

18.Force Majeure

18.1 Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events

beyond its reasonable control, including natural disaster, act of government, labour disruption, or failure of a third-party service provider (including payment processors or cloud infrastructure providers) that OCSAPP could not reasonably have prevented.

19.Dispute Resolution and Governing Law

19.1 This Agreement is governed by the laws of the Province of Québec and the federal laws of Canada

applicable therein.

19.2 The Parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within

thirty (30) days, either Party may submit the dispute to the courts of the judicial district of Montréal, Québec, to whose exclusive jurisdiction the Parties submit.

20.Language / Langue

20.1 This is a contract of adhesion within the meaning of Article 1379 of the Civil Code of Québec. In

accordance with the Charter of the French Language, as amended, the Parties confirm that a French version of this Agreement has been provided to, and reviewed by, the Seller. The French version of this Agreement governs the Parties' relationship.

Version française requise avant signature. En vertu de la Charte de la langue française, un contrat d'adhésion doit être rédigé en français; une autre langue ne peut être utilisée que si les deux parties le souhaitent expressément, après avoir pris connaissance de la version française. Cette version anglaise ne doit pas être signée seule - une version française conforme doit être préparée et offerte en premier lieu.

20.2 Where there is any discrepancy between the English and French versions of this Agreement, the French version will govern.

21.General Provisions

21.1 Entire Agreement. This Agreement, together with the Founding Seller Onboarding Package, OCSAPP's

Terms of Service, Privacy Policy, and Returns & Refund Policy (ocsapp.ca/terms, ocsapp.ca/privacy, ocsapp.ca/returns), and its Schedules, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, including any earlier draft of the Founding Seller Program materials.

21.2 Amendment. OCSAPP may update the Standard Tier pricing in Schedule C, the Service Area in Schedule B,

or its general Terms of Service from time to time on reasonable notice; changes will not reduce the Founding Partner Commission rate locked under Section 6.1 during the Founding Partner Period. Any other amendment to this Agreement requires the written agreement of both Parties.

21.3 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions

continue in full force.

21.4 Assignment. The Seller may not assign this Agreement without OCSAPP's prior written consent. OCSAPP

may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

21.5 Notices. Notices to OCSAPP should be sent to sellers@ocsapp.ca; notices to the Seller will be sent to the

email address and/or dashboard contact on file.

21.6 No Waiver. A Party's failure to enforce a provision of this Agreement is not a waiver of its right to do so

later. Update: OCSAPP's Terms of Service and Privacy Policy have both since been independently reviewed and substantially rebuilt - the live ocsapp.ca/terms was found to contain a very likely unenforceable mandatory arbitration clause, and ocsapp.ca/privacy was missing several disclosures required under Law 25 (automated decision-making, breach notification, data portability). Both have been replaced with drafts (Platform Terms of Service, Privacy Policy) pending the same counsel review as this Agreement. The cross-reference in 21.1 should point to those drafts, not the documents currently live.Confirm OCSAPP's actual, current Terms of Service and Privacy Policy content (ocsapp.ca/terms was not independently reviewed in preparing this draft - only ocsapp.ca/privacy was) before finalizing the cross-reference in 21.1, to ensure no further contradictions exist between this Agreement and those documents.

22.Acceptance

This Agreement is accepted electronically when the Seller checks the acknowledgment box presented during account registration on the OCSAPP platform. No physical or wet signature is required. OCSAPP retains a record of that acceptance, including the account and timestamp.