Document 2: Master Subscription Agreement

Plain-language summary: This is the main contract between your organization and Relae when you subscribe. It covers what we provide, what you agree to, who owns what (you keep your donor data; we keep the software), pricing, our limited responsibility while we are in beta, privacy and data protection (with the detailed Data Processing Agreement attached), and how either side can end the arrangement and get data back. We have tried hard to keep it fair for small charities.

1. The agreement and the parties

This Master Subscription Agreement (Agreement) is between Relae and the Customer organization that subscribes to the Services. Where the Customer signs an Order Form, the Order Form is part of this Agreement. The Agreement incorporates by reference the Data Processing Agreement (Document 4), the Acceptable Use Policy (Document 5), the AI and Automated Processing Terms (Document 7), the Beta Terms (Document 10), the Benchmark Cooperative Terms (Document 8), the Consultant and Agency Terms (Document 9), the Tax Receipting framework (Document 11), the Email and Communications Terms (Document 12), the Pilot and Experimental Features Framework (Document 13, where the Customer enrols in a pilot), and the Privacy Policy (Document 3). The order of precedence is set out in clause 19.

2. The contracting entity, regions, and assignment

The Services are provided by Touch Grass AB, a Swedish company, which is the contracting entity and operator of the Platform in every region. The Customer's Donor Data is stored and processed in the Customer's own Region as described in the Privacy Policy; for current customers that is the Canadian Region. The Customer agrees that Relae may assign this Agreement, in whole, to an affiliate or to a successor entity (for example a company formed in the Customer's region, or a successor in a merger or sale of substantially all relevant assets), on at least thirty (30) days' written notice, provided the assignee assumes Relae's obligations and the Customer's rights, including its data-protection rights and its Region, are unchanged. This advance consent is how the agreement can move to a successor company without each customer having to sign again; the Customer will always be told who its contracting party is.

3. The Services

Relae grants the Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the subscription term, for the Customer's internal fundraising and donor-management purposes, subject to this Agreement. Relae will provide the Services with reasonable care and skill, subject to the Beta Terms.

4. Authorized Users and access

The Customer may permit its Authorized Users to use the Platform under role-based access. The Customer is responsible for its Authorized Users' compliance with this Agreement, for the security of its account credentials and of any API keys or similar credentials it generates, and for activity under its account, including activity by third parties it has authorized through such credentials. The Customer will promptly notify Relae of any unauthorized access. Where a Consultant accesses the Platform on the Customer's behalf, the Consultant and Agency Terms (Document 9) also apply.

5. Customer responsibilities and data rights

The Customer represents and warrants that: (a) it has the right to upload and process the Donor Data it puts into the Platform, and that its own collection of that data has a lawful basis; (b) its use of the Services complies with applicable law, including privacy and anti-spam law; and (c) it will not use the Services in breach of the Acceptable Use Policy. The Customer remains the Controller of its Donor Data and the issuer of record for any tax receipts (see Document 11).

6. Data ownership and licences

As between the parties, the Customer owns and retains all rights in its Donor Data and other Customer content, including the derived categories listed in the Privacy Policy (ratings, predictive values, capacity ranges) as they relate to the Customer's Donors. The Customer grants Relae a limited, non-exclusive licence to host, process, and use the Donor Data solely to provide and support the Services and as described in the DPA. Relae owns the Platform, software, and models. If the future Benchmark Cooperative launches, Relae will own the anonymized aggregate datasets created under its terms from opted-in Customers' data; no such dataset exists today. Relae does not acquire ownership of Donor Data.

7. Feedback

Feedback means suggestions, ideas, enhancement requests, evaluations, and comments about the Services. Feedback expressly excludes Donor Data and Confidential Information. Relae is granted a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable licence to use Feedback for any purpose, including developing and commercialising the Platform, and owns all improvements and developments arising from Feedback. Relae has no obligation to compensate, provide attribution, maintain confidentiality of, or act on Feedback. Relae's use of Feedback does not reduce its confidentiality obligations under clause 18.

8. Fees, billing, and budget-banded pricing

Subscription fees are set by budget band according to the Customer's annual size. At sign-up the Customer selects its band and confirms it; Relae may check the selected band against the organization's most recent public CRA filing (information the charity has already published) and will contact the Customer before changing a band. Relae does not treat a CRA charity number or public filing as confidential, but uses it only to set the correct band. Fees are billed annually in advance, plus applicable taxes including GST or HST. We may change fees on sixty (60) days' notice, effective at the next renewal. If fees are overdue, we may suspend the Services after at least fourteen (14) days' written notice; suspension does not delete Donor Data, and the data-return rights in clause 15 continue to apply.

8A. Free Terms

Where an Order Form states a Free Term, no fees are payable during it and this clause's billing provisions are suspended for its duration. Relae may extend a Free Term unilaterally by written notice (email sufficient), any number of times. On expiry without conversion, access continues at no charge on a month-to-month basis until either the Customer converts or either party gives thirty (30) days' notice. All data-protection, security, confidentiality, breach-notification, and data-return obligations apply in full during a Free Term. The subscription term under clause 15 begins on the conversion date, not on the effective date of the Order Form.

8B. Founding Rates

Where an Order Form states a Founding Rate, Relae will not increase it for the lock period stated there, running from the conversion date, and this clause's fee-change right does not apply to it during that period. The lock applies to the base subscription at the tier and seat count stated in the Order Form. The lock does not apply to usage-based charges, or to modules and capabilities that are not part of the Services at the date of the Order Form, which are priced at then-current rates. Expansion beyond the stated tier or seat count is priced at then-current rates. The lock ends if the subscription lapses for non-payment or is terminated.

9. Beta status

The Platform is currently in Beta. The Beta Terms (Document 10) apply and limit warranties and availability. The Beta limitations do not reduce Relae's data-protection, security, or confidentiality obligations, which apply in full.

10. Privacy and data protection

The parties will comply with applicable privacy law. For Donor Data, Relae acts as Processor and the Customer as Controller, governed by the DPA (Document 4). Relae's handling of Customer Account Data and Website Data is described in the Privacy Policy (Document 3).

11. AI features

The Platform includes AI-assisted features governed by the AI and Automated Processing Terms (Document 7). In summary: AI outputs are suggestions that require human judgment; no decision producing legal or similarly significant effects about a Donor is made by AI without a person involved (the one automated exception, a reversible duplicate-record merge that is off by default, is described in Document 7); interactive AI runs in the Customer's Region; and the only cross-border AI flows are the consented donor-research feature and the entitlement-gated funder research described in the Privacy Policy.

12. Security

Relae will maintain reasonable and appropriate technical and organizational measures to protect Customer data, as described in Schedule 1 to the DPA, including regional data storage, tenant isolation through row-level security, encryption in transit and at rest, and access controls. No method of transmission or storage is perfectly secure, and Relae does not guarantee absolute security.

13. Service availability

The Services carry no uptime or availability commitment. During Beta, Relae does not offer and is not bound by any service-level agreement, and no statement in or outside this Agreement creates an availability guarantee. Relae may, in future and at its discretion, offer a service-level commitment as a separately agreed, separately priced option; any such commitment applies only if it is set out in a written agreement signed by both parties, and until then no service level applies.

14. Warranties and disclaimers

Except as expressly stated, the Services are provided as-is and as-available. Relae disclaims implied warranties including merchantability and fitness for a particular purpose, to the extent permitted by law. Relae does not provide tax, legal, or financial advice, and the Customer is responsible for its own compliance decisions, including tax receipting. Nothing in this clause limits a right under applicable law that cannot lawfully be limited.

15. Term, termination, and data return

This Agreement runs for an initial term of twelve (12) months and renews for successive twelve-month terms unless either party gives at least thirty (30) days' notice before renewal. Either party may terminate for material breach not cured within thirty (30) days after written notice. Either party may terminate for convenience on thirty (30) days' notice. On termination: (a) the Customer's access ends on the effective date; (b) the Customer may export its Donor Data for thirty (30) days after that date; and (c) Relae will, at the Customer's choice, return or delete Donor Data within thirty (30) days after the export window closes, subject to any legal retention requirement, as detailed in the DPA. For transparency, Donor Data may persist in routine encrypted backups for a short period after deletion from live systems, not exceeding ninety (90) days, after which it is no longer restored; the DPA describes this. Suspension for non-payment under clause 8 does not shorten these data-return rights.

16. Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, or consequential damages, or for loss of profits, revenue, goodwill, or data, business interruption, or the cost of substitute services, however caused. Subject to the rest of this clause, each party's total aggregate liability arising out of or relating to this Agreement is limited to the greater of (a) the fees paid by the Customer in the twelve (12) months before the event giving rise to the claim, or (b) the minimum floor for the Customer's budget band, being one thousand Canadian dollars (CAD 1,000) for the smallest band, one thousand five hundred Canadian dollars (CAD 1,500) for the middle band, and two thousand five hundred Canadian dollars (CAD 2,500) for the largest band.

For a breach by either party of its confidentiality obligations, or a breach by Relae of its security obligations in Schedule 1 to the DPA that causes a breach of security safeguards affecting Donor Data, the responsible party's aggregate liability is instead limited to the greater of (a) three times (3x) the fees paid by the Customer in the twelve (12) months before the event, or (b) seven thousand five hundred Canadian dollars (CAD 7,500).

Neither cap, nor the exclusion of indirect damages, applies to: (a) the Customer's payment obligations; (b) either party's indemnity obligations under clause 17 and Documents 5 and 11; or (c) liability that cannot be limited or excluded under applicable law.

17. Indemnification

The Customer will indemnify Relae against third-party claims arising from (a) Donor Data the Customer had no right to upload or process, (b) the Customer's tax-receipting determinations and decisions (see Document 11), and (c) the Customer's breach of its representations and warranties in clause 5. Relae will indemnify the Customer against third-party claims that the Platform, used in accordance with this Agreement, infringes a Canadian intellectual-property right, and will at its option procure a right to continue, modify the Platform, or refund prepaid unused fees. Each indemnity is conditional on prompt notice, reasonable cooperation, and the indemnifying party's control of the defence and settlement (no settlement admitting fault or imposing non-monetary obligations on the other party without consent). The Relae IP indemnity does not cover claims arising from the Customer's data, the Customer's modifications, or use outside this Agreement.

18. Confidentiality

Each party will protect the other's confidential information and use it only to perform this Agreement. Donor Data is the Customer's confidential information and is also governed by the DPA. Confidentiality obligations survive termination for three (3) years, and indefinitely for Donor Data while it remains in Relae's control.

18A. Version pinning

An Order Form may specify the versions of the Agreement and incorporated policies applicable to that Customer, and the period for which those versions are held. Where versions are pinned, the amendment-on-notice right in clause 19 does not apply to that Customer for the pinned period. Pinning never applies to the DPA (Document 4), the Privacy Policy (Document 3), or the sub-processor register, which must remain able to track actual processing.

18B. Publicity

Relae will not identify the Customer publicly or use its name or logo except as the Customer agrees in writing. A Customer may grant permission in an Order Form or otherwise as consideration for negotiated terms.

19. General

Order of precedence: in case of conflict, the following order applies, from highest to lowest: (1) the DPA (Document 4) for any matter concerning Donor Data; (2) the Tax Receipting framework (Document 11) for any matter concerning receipts; (3) a signed Order Form, for the commercial terms it addresses; (4) this Agreement; (5) the other incorporated policies. An Order Form cannot vary the DPA or the Tax Receipting allocation. Relae's assignment rights are set out in clause 2; the Customer may not assign without Relae's consent, not unreasonably withheld. This Agreement and the documents it incorporates are the entire agreement, and each party confirms it has not relied on any statement, promise, or representation made outside them, including in marketing materials or sales conversations, except where liability for that reliance cannot lawfully be excluded. This Agreement confers no rights on any third party; in particular, a Donor is not a party to it and acquires no rights under it. The parties acknowledge that this Agreement is a business agreement within the meaning of section 22 of the Limitations Act, 2002 (Ontario), neither party being a consumer as defined in the Consumer Protection Act, 2002. Any claim arising out of or in connection with this Agreement must be commenced within twelve (12) months of the day on which the claim was discovered. The parties agree that this period replaces and excludes the basic limitation period under section 4 of that Act and any other limitation period that would otherwise apply, except as stated below.

Nothing in this clause varies, shortens, or purports to vary or shorten the ultimate limitation period in section 15 of the Limitations Act, 2002, which continues to apply according to its terms. The parties acknowledge that the ultimate limitation period may be suspended or extended by agreement, and only after the claim has been discovered, but may not be shortened. Where the Customer is subject to consumer-protection or other law that does not permit a limitation period to be varied by agreement, this clause does not apply to that Customer and the statutory period applies instead. Force majeure, severability, notices in writing, and amendment on reasonable notice apply. For Canadian customers, governing law is the Province of Ontario and the federal laws of Canada applicable there; the courts of Ontario have non-exclusive jurisdiction.

Last updated: 18 August 2026.