Master Service Agreement
Effective Date: the date you first subscribe to the Service. Document last revised: May 6, 2026.
This Master Service Agreement (the “Agreement”) governs the provision of the OriginPSA cloud service to your organization. It is comprised of the Cover Page below, the Standard Terms that follow, and any Order Forms entered into between you and Provider. Capitalized terms have the meanings given below or in the Standard Terms.
Cover Page
| Provider | OriginPSA LLC, a New Jersey limited liability company |
| Customer | The legal entity that subscribes to the Service through originpsa.com or a separately executed Order Form. |
| Service | OriginPSA — a multi-tenant cloud-based professional services automation (PSA) platform for managed service providers, including CRM, ticketing, project management, time tracking, billing, contracts, and inventory modules. |
| Effective Date | The date Customer first subscribes to a paid plan (or, for trial users, the date of trial registration; the Agreement applies to use of the Service during the trial as well). |
| Subscription Period | Month-to-month, beginning on the Effective Date and renewing automatically on each monthly billing cycle until cancelled. |
| Non-Renewal | Customer may cancel at any time from the customer portal. Cancellation takes effect at the end of the current paid month; no separate notice is required. |
| Use Limitations | The plan and seat count selected on the Order Form or in the customer portal. Exceeding seat count triggers prorated billing for additional seats. |
| Fees | As set forth on the pricing page (originpsa.com/pricing) or in a separately executed Order Form. Fees are stated in U.S. Dollars and exclusive of taxes. |
| Payment Process | Charged in advance, monthly, to the payment method on file via Stripe. Net-30 invoicing is available for annual prepay arrangements upon request. |
| Technical Support | Email and in-portal ticketing. Response time targets are set forth in the Service Level Agreement. |
| Documentation | Online documentation provided in the customer portal Help Center. |
| Notice Address (Provider) | legal@originpsa.com |
| Notice Address (Customer) | The email address associated with Customer’s account owner. |
| Governing Law | The laws of the State of New Jersey, without regard to conflict-of-law principles. |
| Chosen Courts | The state and federal courts located in the State of New Jersey. |
| General Cap Amount | The aggregate Fees paid by Customer to Provider in the twelve (12) months immediately preceding the event giving rise to the claim. |
| Increased Cap Amount | Two (2) times the General Cap Amount. |
| Increased Claims | Claims arising from breach of Section 10 (Confidentiality) and indemnification obligations under Section 9. |
| Unlimited Claims | Liability arising from gross negligence, willful misconduct, fraud, or any liability that cannot lawfully be limited. |
| Provider Covered Claims | Third-party claims alleging that the Service, when used as authorized, infringes the third party’s patent, copyright, trade secret, or trademark rights. |
| Customer Covered Claims | Third-party claims arising from (a) Customer Content; (b) Customer’s use of the Service in breach of Section 2; or (c) Customer’s breach of Section 6.2. |
| Beta Products | Features expressly designated as “Beta”, “Preview”, or “Early Access” within the Service. |
Standard Terms
1. Service
1.1 Access and Use. Customer may access and use the Service for its internal business purposes during the Subscription Period, subject to the Use Limitations and the restrictions in Section 2. The license extends to included Software and Documentation as needed to use the Service.
1.2 Support. Provider will deliver Technical Support as specified above and in the SLA during the Subscription Period.
1.3 User Accounts. Customer is responsible for maintaining the security of its user accounts and credentials, ensuring its Users comply with this Agreement, and promptly notifying Provider of any suspected unauthorized access or fraudulent activity.
1.4 Feedback and Usage Data. Provider may freely use any feedback Customer provides. Provider may collect Usage Data and use it to maintain, secure, and improve the Service; any external disclosure of Usage Data will be in aggregated and de-identified form.
1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as necessary to provide the Service. Customer is responsible for the accuracy, quality, and lawfulness of Customer Content.
1.6 Machine Learning. Where Provider uses Usage Data or Customer Content to develop machine-learning models, such data will first be aggregated and de-identified using commercially reasonable efforts.
2. Restrictions & Obligations
2.1 Restrictions on Customer.Customer will not (a) reverse engineer, decompile, or attempt to derive the source code of the Service; (b) sublicense, resell, or rent access to the Service to third parties; (c) remove proprietary notices; (d) modify or create derivative works of the Service; (e) conduct unauthorized security testing of the Service (penetration testing requires Provider’s prior written consent); (f) attempt to access portions of the Service not authorized for Customer; (g) develop or operate a competing product using access gained under this Agreement; (h) use the Service for High Risk Activities; or (i) upload Customer Content for which Customer lacks the necessary rights.
2.2 Use Limitations.Customer’s use must comply with the Documentation and the Use Limitations stated on the Cover Page or applicable Order Form.
2.3 Suspension.Provider may suspend Customer’s access to the Service for: (a) unpaid balances exceeding 30 days past due; (b) breach of Section 2.1; or (c) actions that materially impact the Service or other customers.
3. Privacy & Security
3.1 Personal Data.The parties’ obligations regarding Personal Data submitted to the Service are set forth in the Data Processing Addendum, which is incorporated by reference into this Agreement and is in effect upon Customer’s acceptance of this Agreement.
3.2 Prohibited Data. Unless expressly authorized in writing by Provider, Customer will not submit to the Service any (a) protected health information subject to HIPAA, (b) financial account numbers, (c) full-track magnetic-stripe data, (d) full Social Security numbers, or (e) special-category personal data within the meaning of Article 9 GDPR.
4. Payment & Taxes
4.1 Fees. All Fees are stated and payable in U.S. Dollars and are exclusive of taxes. Fees are non-refundable except as expressly provided in this Agreement.
4.2 Invoicing. Provider invoices in advance for the upcoming subscription month per the Payment Process. Usage-based fees, if any, are invoiced in arrears.
4.3 Automatic Payment. Customer authorizes Provider (via Stripe) to charge the payment method on file in accordance with the Payment Process.
4.4 Taxes.Customer is responsible for sales, use, value-added, goods-and-services, withholding, and similar taxes assessed on the Fees, except for Provider’s income taxes.
4.5 Payment. Customer pays all undisputed Fees in U.S. Dollars per the Payment Process.
4.6 Payment Disputes. Customer must notify Provider in writing of any good-faith dispute before the payment due date or, for auto-paid amounts, within 30 days of the charge. The parties will work in good faith to resolve disputes within 15 days.
5. Term & Termination
5.1 Subscription Period. The Agreement begins on the Effective Date and continues through the Subscription Period, renewing automatically each month until cancelled.
5.2 Termination for Cause. Either party may terminate immediately upon written notice if (a) the other party materially breaches the Agreement and fails to cure within 30 days of notice; or (b) the other party becomes insolvent, ceases business, or is the subject of bankruptcy proceedings lasting more than 60 days.
5.3 Force Majeure Termination. Either party may terminate if a Force Majeure Event prevents the Service from operating for 30 or more consecutive days. Provider will refund prorated prepaid Fees for the unused portion of the term.
5.4 Effect of Termination.Upon expiration or termination: (a) Customer’s rights to use the Service end; (b) Provider will, upon Customer’s request, return or delete Customer Content within sixty (60) days, subject to the deletion timelines in the DPA and to any continued retention required by law; (c) the parties will return or destroy each other’s Confidential Information; and (d) Provider will issue a final invoice for any unpaid amounts.
5.5 Survival.The following sections survive termination: 1.4 (Feedback/Usage Data), 2 (Restrictions), 4 (Payment), 5.4 – 5.5, 6 (Reps & Warranties), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Confidentiality), 11 (Reservation of Rights), and 12 (General).
6. Representations & Warranties
6.1 Mutual. Each party represents that it has the legal authority to enter into the Agreement, is properly organized and validly existing, and will comply with Applicable Laws.
6.2 From Customer. Customer represents that it and all Users have the rights necessary to submit Customer Content to the Service and to permit the use described in Section 1.5.
6.3 From Provider. Provider warrants that it will not materially reduce the general functionality of the Service during the Subscription Period.
6.4 Provider Warranty Remedy. If Provider breaches Section 6.3, Customer must notify Provider within 45 days of becoming aware of the breach. Provider has 45 days from notice to restore functionality. If Provider fails, Customer may terminate the affected Order Form and receive a prorated refund of prepaid Fees as its sole and exclusive remedy.
7. Disclaimer of Warranties
EXCEPT FOR THE WARRANTIES IN SECTION 6, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER MAKES NO OTHER WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW BOTH PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
8. Limitation of Liability
8.1 Liability Caps.Each party’s cumulative liability arising out of or related to the Agreement will not exceed the General Cap Amount, except for Increased Claims, which are capped at the Increased Cap Amount.
8.2 Damages Waiver. Neither party will be liable for lost profits, lost revenues, or any consequential, special, indirect, exemplary, punitive, or incidental damages, except for Increased Claims and breaches of Section 10.
8.3 Applicability. The limitations in this Section 8 apply to all theories of liability, including contract, tort, and statute.
8.4 Exceptions. The limitations in this Section 8 do not apply to Unlimited Claims or to liability that cannot lawfully be limited.
9. Indemnification
9.1 By Provider. Provider will defend Customer against Provider Covered Claims and pay any damages and costs finally awarded against Customer or agreed in settlement.
9.2 By Customer. Customer will defend Provider against Customer Covered Claims and pay any damages and costs finally awarded against Provider or agreed in settlement.
9.3 Procedure. The Protected Party must promptly notify the Indemnifying Party of the claim, provide reasonable cooperation in the defense, and give the Indemnifying Party sole control over the defense and settlement (provided no settlement may impose obligations on the Protected Party without its consent).
9.4 Mitigation.If Provider believes the Service may infringe a third party’s rights, Provider may, at its option, (a) procure continued-use rights, (b) modify or replace the affected portion to be non-infringing, or (c) terminate the affected Order Form and refund prepaid Fees for the unused portion.
9.5 Exclusions.Provider’s indemnity does not cover claims arising from (a) unauthorized modifications to the Service, (b) use of outdated versions when current versions would have avoided the claim, (c) combinations with non-Provider items not contemplated by the Documentation, or (d) Customer’s breach of this Agreement. Customer’s indemnity does not cover Customer Content used by Provider beyond the rights granted in Section 1.5.
9.6 Exclusive Remedy. This Section 9, together with the related termination rights, is the exclusive remedy for Covered Claims.
10. Confidentiality
10.1 Non-Use and Non-Disclosure.The Recipient will not use or disclose the Discloser’s Confidential Information except as authorized in or necessary to fulfill obligations under this Agreement, and will protect Confidential Information using at least reasonable care.
10.2 Exclusions. Confidential Information does not include information that the Recipient (a) knew before disclosure, (b) receives publicly through no fault of the Recipient, (c) receives from a third party without confidentiality restrictions, or (d) independently develops without reference to the Confidential Information.
10.3 Required Disclosures.The Recipient may disclose Confidential Information if required by law, provided it gives reasonable advance notice (where legally permitted) and cooperates with the Discloser’s efforts to obtain confidential treatment.
10.4 Permitted Disclosures. The Recipient may disclose Confidential Information to its employees, advisors, contractors, and representatives with a need-to-know who are bound by equivalent confidentiality obligations.
11. Reservation of Rights
Provider retains all right, title, and interest in the Service, the Software, and the Documentation. Customer retains all right, title, and interest in Customer Content, subject only to the licenses expressly granted in Sections 1.5 and 1.6.
12. General
12.1 Entire Agreement. This Agreement (including the Cover Page and referenced exhibits) is the entire agreement between the parties on its subject. Provider rejects any conflicting terms in Customer purchase orders unless expressly accepted in writing by an authorized Provider representative.
12.2 Modifications, Severability, and Waiver. Modifications must be in writing and signed by both parties. Invalid terms will be limited to the minimum extent necessary so the remainder remains in effect. Failure to enforce is not a waiver.
12.3 Governing Law and Chosen Courts. The Governing Law governs the Agreement. The parties consent to the exclusive jurisdiction of the Chosen Courts.
12.4 Injunctive Relief. Notwithstanding Section 12.3, breaches of Section 10 or violations of intellectual-property rights may be enjoined in any court of competent jurisdiction, without bond.
12.5 Non-Exhaustive Remedies. Pursuit of one remedy does not preclude others available at law or in equity.
12.6 Assignment. Neither party may assign without prior written consent, except in connection with a merger, change of control, reorganization, or sale of substantially all assets. Unauthorized assignments are void.
12.7 Beta Products.Beta Products are provided “AS IS,” without warranties of any kind, and may be modified or removed at any time. Section 6.3 does not apply to Beta Products.
12.8 Logo Rights.Provider may identify Customer by name and logo on Provider’s customer list and in marketing materials.
12.9 Notices. Notices must be in writing and sent to the Notice Address on the Cover Page. Notices to Provider may be sent by email to legal@originpsa.com and are effective on confirmed delivery (or two business days after sending if no confirmation).
12.10 Independent Contractors. The parties are independent contractors; nothing in this Agreement creates a partnership, agency, or employment relationship.
12.11 No Third-Party Beneficiaries. No third parties are intended beneficiaries of this Agreement.
12.12 Force Majeure. Neither party is liable for delays caused by Force Majeure Events; payment obligations are not excused.
12.13 Export Controls. Customer will not export or re-export the Service in violation of U.S. export laws.
12.14 Government Rights.The Service is a “commercial item” under FAR 2.101. U.S. Government use is governed solely by this Agreement.
12.15 Anti-Bribery. Each party complies with the FCPA and the UK Bribery Act 2010.
12.16 Interpretation.Section titles are for convenience. “Including” is non-exhaustive. The UN Convention on Contracts for the International Sale of Goods and UCITA do not apply.
12.17 Counterparts. This Agreement may be executed in counterparts, including electronic copies, each deemed an original.
The Standard Terms above are based on the Common Paper Cloud Service Agreement Standard Terms (Version 2.1), used and modified under the Creative Commons Attribution 4.0 International (CC BY 4.0) license. The original is available at commonpaper.com/standards/cloud-service-agreement.