Master Service Agreement

Status: This page is a draft template for business customers. It becomes binding only when Customer and OnOffMyPC execute an order form, signed MSA, or other written/electronic acceptance that incorporates this document. It is not ready-to-sign by itself and should be reviewed by counsel. Consumer self-serve accounts and device unlocks remain under the Terms of Service and Refund Policy, not this MSA, unless the parties expressly agree otherwise in writing.

1. Parties

“OnOffMyPC” / “Provider” means the Operator of the OnOffMyPC Service under that operating name. “Customer” means the business entity identified in the applicable order or acceptance record.

2. Scope of service

Provider will make available the OnOffMyPC cloud Service for remote PC power control via Customer-registered ESP32 devices and authorized user accounts, as described in the product documentation and any order form (the “Service”). The Service is not a VPN, remote desktop, managed MSP, or safety-critical control system.

Hardware, local networking, Wake-on-LAN configuration, and physical installation remain Customer’s responsibility unless a separate statement of work says otherwise.

3. Accounts and acceptable use

Customer is responsible for its users’ credentials, authorized use of devices, and compliance with acceptable-use rules substantially as stated in the Terms of Service (no unauthorized control of others’ machines, no abuse of infrastructure). Customer must not use the Service for life-safety or other safety-critical operations.

4. Support

Unless a paid support tier is expressly purchased in an order form, support is best-effort email via [email protected] during Provider’s normal working hours. No response-time or resolution SLA is committed under this draft MSA.

5. Availability

Provider will use commercially reasonable efforts to keep the Service available. This MSA does not promise a specific uptime percentage (for example 99.9% or 99.99%) or service credits unless an order form expressly states them.

6. Fees and Polar

Fees are as stated in the order form or self-serve checkout. For self-serve unlocks purchased through Polar, Polar acts as merchant of record; taxes, invoices, and refunds follow Polar’s processes and the Refund Policy unless the order form states different B2B commercial terms. Consumer/self-serve unlock purchases remain under the Terms even if Customer also has an MSA for other arrangements.

Late undisputed amounts may result in suspension after notice. Fees are non-refundable except as stated in the order form, Refund Policy (for Polar self-serve), or mandatory law.

7. Data protection

The Data Processing Addendum is incorporated into this MSA when the parties execute the MSA (or expressly accept the DPA) for B2B processing of Personal Data. Each party will comply with applicable privacy laws in its role.

8. Confidentiality

Each party will protect the other’s non-public business information disclosed in connection with the MSA using reasonable care, and use it only to perform under the MSA, except for information that is public, independently developed, or required to be disclosed by law (with notice where legally permitted).

9. Intellectual property

Provider and its licensors retain all rights in the Service. Customer retains rights in its data and configurations. Provider receives a limited license to host and process Customer data to provide the Service.

10. Warranties and disclaimer

Each party represents it has authority to enter the MSA. EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM, THE SERVICE IS PROVIDED “AS IS,” AND PROVIDER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA. EXCEPT FOR FEES OWED, A PARTY’S BREACH OF CONFIDENTIALITY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL LIABILITY UNDER THE MSA IN ANY TWELVE-MONTH PERIOD IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER FOR THE SERVICE IN THAT PERIOD (OR, IF NONE, USD $500).

Cyber or other insurance, if maintained by Provider, is an operator responsibility and does not create additional contractual coverage for Customer unless an order form expressly says so.

12. Term and termination

The MSA continues for the term in the order form (or until terminated). Either party may terminate for material breach if not cured within 30 days after written notice. Provider may suspend for security risk, non-payment, or unlawful use. Upon termination, Customer’s right to use the Service ends; data deletion/return follows the DPA/Privacy Policy.

13. Governing law

This MSA is governed by the laws applicable where the Provider is established, without regard to conflict-of-law rules, unless the order form specifies a different governing law and venue. If a formal legal entity and jurisdiction are later published, that notice or the order form will control.

14. General

This MSA plus the order form, DPA, and any expressly incorporated policies are the entire agreement for the B2B arrangement and supersede prior proposals on that subject. Consumer Terms continue to apply to self-serve use not covered by the order form. Amendments must be in writing (including agreed electronic acceptance). Neither party may assign without consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets, with notice.

15. Contact

Commercial and MSA questions: [email protected]. Privacy: [email protected].