Master Service Agreement

Between: Mindful Give Inc. ("Mindful Give", "we", "us", "our", "the Platform")

And: The organization accepting this Agreement ("you", "your", "the Organization", "the Charity")

Recitals. The Charity is a registered charity or qualified donee under the Income Tax Act (Canada) and wishes to engage Mindful Give to provide donor engagement, administrative, and donation collection services. By entering into this Agreement, the Charity appoints Mindful Give as its authorized fundraising and donation-processing agent, solely for the purpose of facilitating charitable donations to the Charity through the Platform. This agency encompasses: (a) collecting donations on the Charity's behalf; (b) generating and delivering CRA-compliant tax receipts under the Charity's registration number; (c) managing donor communications; and (d) remitting collected funds to the Charity, net of agreed fees. Mindful Give accepts this appointment and agrees to act only within the scope of authority expressly granted under this Agreement. All donations are made to and belong to the Charity at all times. Nothing in this Agreement grants Mindful Give discretion over charitable purpose, allocation of funds, donor intent, or use of donations. Mindful Give does not act as the charitable recipient of donations and does not exercise discretion over their use. Mindful Give's core services are donor engagement and administrative support; the collection, holding, and remittance of funds is performed solely in furtherance of this agency relationship and on the Charity's behalf.

By checking "I accept" during onboarding or by continuing to use the Mindful Give platform after being notified of an updated Agreement, you confirm that you have read, understood, and agree to be bound by the terms of this Master Service Agreement.

1. Receipting Authority

1.1 Authorization

You authorize Mindful Give, as your appointed agent, to generate, issue, and deliver official Canada Revenue Agency (CRA) donation receipts on your behalf. This receipting authority is one component of the broader agency relationship established in the Recitals above.

1.2 Charity Responsibility

You acknowledge and agree that:

• You remain solely and legally responsible for all donation receipts issued under your CRA registration number, regardless of whether Mindful Give generated or delivered them on your behalf.
• You have provided, and will keep current, accurate information for use on receipts, including your CRA registration number, legal name, registered address, and the name of an authorized signatory.
• You will not hold Mindful Give liable for receipt errors caused by inaccurate information you provided.

1.3 Receipt Content

Each receipt generated by Mindful Give will include all fields required by the Income Tax Act and CRA guidelines, including:

• Your CRA registration number, legal name, and registered address
• The donor's full legal name and address
• The date the gift was received and the date the receipt was issued
• The eligible amount of the gift in Canadian dollars
• A unique, sequential serial number (gap-free, per your Organization)
• The authorized signature you have designated
• A statement that it is an official receipt for income tax purposes
• A reference to Canada.ca/charities-giving

1.4 Serial Number Management

Mindful Give maintains a per-Organization serial number ledger using an atomic database function to guarantee sequential, gap-free numbering. Serial numbers are never reused or shared across Organizations.

1.5 Your Right to Review

You may access, review, download, and request corrections to all receipts issued under your CRA registration number at any time through the Mindful Give dashboard. You are responsible for reporting any errors to Mindful Give promptly.

1.6 Legal Issuer of Receipts

All tax receipts are issued by and on behalf of the Organization. The Organization is the legal issuer of all receipts generated through the Platform. Nothing in this Agreement shall be construed as Mindful Give acting as the issuer of tax receipts or as making any legal determination regarding receipting eligibility, donor deductibility, or tax treatment.

1.7 Mechanical and Administrative Service

Mindful Give provides automated tools and administrative functionality to assist with receipt generation and delivery based on your information, settings, and use of the Platform. This automation is a mechanical and administrative service only and does not constitute legal, tax, or regulatory advice. Mindful Give does not verify, assess, or determine whether any donation qualifies as a charitable gift under applicable law, whether a receipt should be issued for a particular donation, or whether any receipt issued is legally compliant.

1.8 Donor Benefits and Quid Pro Quo

You are solely responsible for ensuring compliance with laws governing donor benefits, advantages, or quid pro quo contributions, including the disclosure or reduction of receiptable amounts where required. Mindful Give does not assess or adjust receipting based on benefits provided by the Organization.

1.9 CRA Accountability

You acknowledge your obligation to account to CRA for all receipts issued under your registration number. Mindful Give will retain receipt records for a minimum of seven (7) years and will provide copies to you or to CRA upon your written request.

2. Payout Terms

2.1 Disbursement Schedule

All donations collected by Mindful Give on your behalf are made to and belong to you at all times, and are held in trust for you pursuant to Section 9. Mindful Give will remit net donation proceeds to your designated bank account on a regular schedule, currently weekly. Mindful Give reserves the right to adjust the remittance frequency with thirty (30) days' written notice.

2.2 Net Amount

The amount remitted equals the gross donations collected on your behalf, minus:

• The Platform Fee described in Section 5;
• Any chargebacks, refunds, or reversals attributable to donations made to your Organization (see Section 3); and
• Any amounts withheld pursuant to Section 2.5.

2.3 Currency

All donations are collected and disbursed in Canadian dollars (CAD).

2.4 Bank Account

You must provide and maintain accurate banking information for electronic fund transfers. You are responsible for notifying Mindful Give promptly of any changes to your banking details. Mindful Give is not liable for misdirected payments caused by inaccurate banking information you provided.

2.5 Payout Holds

Mindful Give may temporarily withhold disbursements if:

• Your CRA registration status changes to revoked, suspended, or penalized;
• Your Organization's chargeback rate exceeds 0.65% of transaction volume;
• Mindful Give reasonably suspects fraud or regulatory non-compliance; or
• A regulatory authority, court, or law enforcement agency directs Mindful Give to hold funds.

Withheld funds will be released when the triggering condition is resolved, unless a legal obligation requires otherwise.

3. Chargeback and Refund Policy

3.1 Chargebacks

As the merchant of record for payment processing purposes (see Section 10), Mindful Give receives and processes all chargebacks from the payment network in its capacity as your agent. Mindful Give will use commercially reasonable efforts to contest chargebacks on your behalf where appropriate.

3.2 Chargeback Liability

• For the first twelve (12) months of your use of the Platform, Mindful Give absorbs the first $500 CAD in chargebacks per calendar quarter. Chargebacks exceeding this threshold will be deducted from your next disbursement.
• After the first twelve months, chargebacks are deducted from your disbursements. Mindful Give may establish a chargeback reserve (not to exceed 5% of your monthly donation volume) if your chargeback rate exceeds 0.50%.

3.3 Excessive Chargebacks

If your Organization's chargeback rate exceeds 1.0% of transaction volume for any rolling 90-day period, Mindful Give may suspend donation processing for your Organization until the issue is resolved. Continued excessive chargebacks may result in termination under Section 6.

3.4 Refunds

Donations are generally non-refundable. Mindful Give will process refunds only when:

• The donor requests a refund within seventy-two (72) hours of the donation and no receipt has been issued;
• The donation was the result of a verified technical error; or
• You specifically authorize the refund in writing.

If a receipt was already issued for a refunded donation, you are responsible for issuing a corrected or voided receipt in compliance with CRA requirements.

4. Data Rights and Privacy

4.1 Donor Data Collected

Mindful Give collects the following donor information on your behalf: full legal name, email address, mailing address, phone number (if provided), donation amounts and dates, payment method type (card brand and last four digits only — Mindful Give never stores full card numbers, CVVs, or expiry dates), and communication preferences.

4.2 Data Ownership

Donor data collected through the Platform in connection with donations to your Organization belongs to you. Mindful Give acts as your agent and data processor for the purpose of collecting donations, processing payments, generating receipts, and delivering communications on your behalf.

4.3 Mindful Give's Use of Data

Mindful Give may use anonymized, aggregated data (not attributable to individual donors or your Organization) for Platform improvement, analytics, and reporting. Mindful Give will not sell donor data to third parties.

4.4 Data Sharing

Mindful Give shares donor data with your Organization through the admin dashboard and reports. You agree to handle all donor data in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.

4.5 Data Portability

You may export your complete donor and donation data at any time through the Mindful Give dashboard. Upon termination of this Agreement, Mindful Give will make your data available for export for ninety (90) days.

4.6 Data Retention

Mindful Give retains donation records, receipt records, and associated donor data for a minimum of seven (7) years to comply with CRA record-keeping requirements. After the retention period, data is securely deleted unless a legal obligation requires further retention.

4.7 Breach Notification

In the event of a data breach affecting your donors' personal information, Mindful Give will notify you within seventy-two (72) hours of confirming the breach and will cooperate with your breach response obligations under PIPEDA.

5. Fee Structure

5.1 Platform Fee

You agree to pay Mindful Give the following fees for use of the Platform:

• Monthly subscription fee: As specified in your pricing tier selected during onboarding (currently: Free tier at $0/month, or as otherwise agreed in writing).
• Per-transaction fee: 3.5% of each gross donation amount processed through the Platform. This fee is deducted from the donation proceeds before disbursement to you.

5.2 Payment Processing Costs

The per-transaction fee in Section 5.1(b) includes all payment processing costs (credit card interchange, network fees, and acquirer fees). There are no additional processing surcharges.

5.3 Fee Changes

Mindful Give may adjust fees with sixty (60) days' written notice. If you do not agree to a fee change, you may terminate this Agreement under Section 6 before the new fees take effect.

5.4 No Fees to Donors

Mindful Give does not charge donors any fees. The full donation amount is receipted to the donor. The Platform Fee is an operating cost borne by the Organization and is deducted from disbursements.

5.5 Taxes

All fees are exclusive of applicable taxes (GST/HST). Mindful Give will add applicable taxes to invoices where required by law.

6. Termination

6.1 Termination and Revocation of Authority by You

You may terminate this Agreement and revoke Mindful Give's authority to act as your authorized agent by:

• Providing thirty (30) days' written notice to Mindful Give by email to support@mindfulgive.com; or
• Initiating termination through the Platform dashboard using the account controls provided for that purpose.

Termination initiated through the Platform shall constitute formal notice and revocation of authority as of the time recorded by the Platform.

6.2 Termination by Mindful Give

Mindful Give may terminate this Agreement:

• With thirty (30) days' written notice for any reason;
• Immediately if your CRA registration is revoked and not reinstated within sixty (60) days;
• Immediately if you materially breach this Agreement and fail to cure the breach within fifteen (15) days of written notice;
• Immediately if Mindful Give reasonably determines that continued processing creates regulatory, legal, or financial risk to the Platform.

6.3 Effect of Termination and Wind-Down

Upon termination:

• Mindful Give's authority to facilitate new donations on your behalf shall cease following a reasonable wind-down period (not to exceed the notice period).
• Mindful Give may continue to process in-flight or previously initiated donations (including pending recurring charges) to completion.
• Donations already received will be remitted to you on the next regular payout cycle, minus any applicable fees, chargebacks, or holds under Section 2.5.
• Active recurring donation subscriptions will be cancelled. Mindful Give will notify affected donors.
• Your donation data will remain available for export for ninety (90) days after termination (Section 4.5).
• Mindful Give will retain receipt and transaction records for seven (7) years as required by CRA (Section 1.6).
• You must cease using Mindful Give's name, logos, and branding within seven (7) days of termination.

6.4 Outstanding Obligations

Termination does not release either party from obligations that accrued before the termination date, including unpaid fees, pending disbursements, and receipt-related obligations.

7. Charity Representations and Warranties

7.1 Registration

You represent and warrant that:

• You are a registered charity or qualified donee in good standing with the Canada Revenue Agency at the time of entering this Agreement;
• Your CRA registration number is valid and current;
• You are not currently under investigation, audit, sanction, suspension, or revocation proceedings by CRA that would affect your ability to issue official donation receipts.

7.2 Authority

You represent and warrant that the individual accepting this Agreement on behalf of the Organization is duly authorized by the Organization's board of directors to:

• Enter into this Agreement and appoint Mindful Give as the Organization's authorized agent for the purposes described in the Recitals;
• Authorize Mindful Give to collect donations and generate and deliver CRA donation receipts on the Organization's behalf; and
• Designate authorized signatories for receipts.

7.3 Ongoing Obligations

You agree to:

• Notify Mindful Give within five (5) business days of any change in your CRA registration status;
• Keep your Organization's information on the Platform current and accurate;
• Comply with all applicable federal and provincial laws, including the Income Tax Act, PIPEDA, and CASL;
• Not use the Platform for any purpose other than collecting legitimate charitable donations.

7.4 CRA Compliance Shield

You acknowledge that Mindful Give performs periodic automated verification of your CRA registration status. If Mindful Give detects that your CRA status has changed to revoked, suspended, or penalized:

• Mindful Give will immediately suspend receipt generation for your Organization;
• Mindful Give will notify you by email;
• Donation processing may be paused at Mindful Give's discretion under Section 2.5;
• If your status is restored, receipt generation and normal processing will resume automatically.

7.5 Mandatory Suspension of Donation Collection

You acknowledge and agree that Mindful Give is legally obligated to collect donations only on behalf of organizations with an active, valid CRA registration. Accordingly:

• If your CRA registration is revoked, suspended, annulled, or otherwise ceases to be in good standing for any reason, Mindful Give will immediately and automatically suspend all donation collection, payment processing, and receipt generation for your Organization;
• This suspension is mandatory and non-discretionary — neither Mindful Give nor your Organization may override it while your registration status remains inactive;
• Mindful Give will notify you by email within twenty-four (24) hours of detecting the status change;
• Your public donation page will be taken offline and will display a notice that donations are temporarily unavailable;
• Active recurring donation subscriptions will be paused (not cancelled) pending resolution;
• Funds already collected but not yet disbursed will be held in trust pursuant to Section 2.5 until your registration is restored or a legal determination is made regarding their disposition;
• If your registration is restored to good standing, donation collection, receipt generation, and recurring subscriptions will resume automatically, and held funds will be released on the next regular payout cycle; and
• If your registration is not restored within one hundred and eighty (180) days, Mindful Give may terminate this Agreement under Section 6.2 and will work with you and, if necessary, CRA to determine the appropriate disposition of held funds.

By completing onboarding, you confirm that you understand and accept this mandatory suspension provision as a condition of using the Mindful Give platform.

8. Communications Ownership

8.1 Donor Communications

All transactional and administrative emails to donors (including donation confirmations, tax receipts, recurring donation notifications, and account-related messages) are sent from Mindful Give's email infrastructure using Mindful Give's sender identity.

8.2 Donor Inquiries

Mindful Give is the first point of contact for all donor inquiries related to:

• Payment processing, including transaction status, refunds, and chargebacks;
• Tax receipts, including receipt delivery, corrections, and year-end summaries;
• Recurring donation management, including cancellation, frequency changes, and payment method updates;
• Account and technical issues.

Donor inquiries about the use of donated funds or the Organization's programs will be directed to you.

8.3 Marketing Communications

Mindful Give may send donor engagement communications (such as impact updates, giving nudges, or year-end giving campaigns) on your behalf, using content you provide or approve through the Platform.

8.4 Anti-Spam Compliance

All communications comply with Canada's Anti-Spam Legislation (CASL). Donors may unsubscribe from non-transactional communications at any time. Transactional communications are exempt from CASL consent requirements.

9. Fund Segregation and Ownership

9.1 Trust Account and Fund Ownership

All donations collected by Mindful Give on behalf of the Charity are made to and belong to the Charity at all times. Mindful Give holds these funds in a segregated trust account at a Canadian financial institution, separate from Mindful Give's operating accounts. Donation funds are never commingled with Mindful Give's own revenue. Mindful Give's agreed fees are transferred from the trust account to Mindful Give's operating account only upon each disbursement cycle.

9.2 Per-Organization Tracking

Mindful Give maintains a per-Organization ledger that tracks:

• Gross donations received;
• Platform fees deducted;
• Chargebacks and refunds;
• Net amounts disbursed; and
• Current balance held on your behalf.

9.3 Reconciliation

Mindful Give performs daily reconciliation of payment processor settlements against recorded donations and provides monthly statements to each Organization.

9.4 Audit

You may request, no more than once per calendar year, a written confirmation of the balance held on your behalf and a summary of all transactions for the preceding twelve (12) months.

10. Payment Processing and Merchant Designation

10.1 Merchant of Record for Payment Processing

For the sole purpose of payment card processing, Mindful Give is designated as the merchant of record. Mindful Give processes all card transactions under its own merchant account in its capacity as the Charity's authorized agent. This merchant designation is a technical and operational arrangement required by the payment card networks and does not alter the underlying agency relationship: Mindful Give collects donations on your behalf, holds them in trust as your property, and remits them to you net of agreed fees.

10.2 Card Statement Descriptor

The card statement descriptor will display Mindful Give's name (e.g., "MINDFUL GIVE" or "MINDFUL GIVE / [Organization Name]").

10.3 Payment Security

Mindful Give does not store full card numbers, CVVs, or expiry dates. All card data is tokenized by our payment processor(s) at the point of entry. We store only token identifiers, card brand, and last four digits.

10.4 Agency, Not Payment Facilitation

For clarity: Mindful Give is the authorized agent of the Charity for the purposes described in the Recitals. Your Organization is not a sub-merchant, and Mindful Give does not register you as a sub-merchant with any card network, acquirer, or payment processor. This is an authorized agency arrangement in which Mindful Give provides donor engagement, administrative, and donation collection services on the Charity's behalf — not a payment facilitation arrangement. Mindful Give's primary services are donor engagement and administrative support; the collection, holding, and remittance of donated funds is performed solely in furtherance of this agency relationship.

11. General Terms

11.1 Limitation of Liability

To the maximum extent permitted by law, Mindful Give's total liability under this Agreement shall not exceed the total Platform Fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

Mindful Give is not liable for indirect, incidental, special, consequential, or punitive damages, including lost donations, lost revenue, or reputational harm.

11.2 Indemnification

You agree to indemnify and hold harmless Mindful Give from any claims arising from:

• Your breach of this Agreement;
• Your misrepresentation of your CRA registration status;
• Inaccurate information you provided for receipt generation;
• Your violation of applicable law; or
• Any claim by a donor related to your Organization's use of donated funds.

11.3 Amendments

Mindful Give may amend this Agreement with thirty (30) days' notice. Your continued use after the effective date constitutes acceptance. If you do not agree, you may terminate under Section 6.1.

11.4 Governing Law

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Disputes shall be resolved in the courts of Alberta.

11.5 Governing Language

This Agreement is provided in English, and the parties agree that the English version governs and controls in all respects. The Platform may be accessed in multiple languages for user convenience. Any translations of Platform content, including summaries or informational materials, are provided for convenience only and are not authoritative. In the event of any inconsistency between the English version and a translation, the English version shall prevail.

11.6 Entire Agreement

This Agreement, together with the Privacy Policy and any written amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, or communications, whether written or oral, relating to the same subject matter.

11.7 Severability

If any provision is found to be unenforceable, the remaining provisions continue in full force and effect.

11.8 Assignment

You may not assign this Agreement without Mindful Give's prior written consent. Mindful Give may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

11.9 Force Majeure

Neither party shall be liable for delays or failures resulting from causes beyond its reasonable control, including natural disasters, government actions, payment network outages, or internet service disruptions.

11.10 Notices

Notices under this Agreement shall be sent by email to the contact email address on file for each party.

Acceptance

By checking "I accept the Master Service Agreement" during onboarding, you confirm that:

1. You have read and understood this Agreement in its entirety;
2. You are authorized by your Organization's board of directors to accept this Agreement and to appoint Mindful Give as the Organization's authorized agent for the purposes described herein;
3. Your Organization is a registered charity in good standing with the Canada Revenue Agency;
4. The information you have provided to Mindful Give is accurate and complete; and
5. You agree to be bound by all terms and conditions of this Agreement.

Mindful Give Inc. — Version 2.2