Master Service Agreement
Draft - pending attorney review
Overview
This Master Service Agreement ("MSA") governs a Department customer's subscription to and use of the RescueShift service. RescueShift is a product operated by WhyUAscii LLC, a limited liability company organized under the laws of the State of Florida, United States ("WhyUAscii," "we," or "us"); in this MSA, "RescueShift" means that service. It applies in addition to our Terms of Service and, where personal data is processed on the department's behalf, our Data Processing Addendum. A department ("Customer") accepts this MSA by signing an order, by written agreement, or by subscribing to a Department plan. This is the department-facing agreement; individual users are also bound by the Terms of Service.
Definitions
"Customer" means the fire department, EMS agency, or organization that subscribes to a Department plan. "Authorized Users" means the members, administrators, and invitees the Customer permits to use the service. "Customer Data" means the roster, scheduling, staffing, training, and related data the Customer or its Authorized Users enter into the service. "Order" means the plan, seat count, and pricing the Customer selects at checkout or in a signed order form. "Subscription Term" means the period for which the Customer has paid.
Services and Scope
We will provide the RescueShift service according to the plan in the Customer's Order, including department scheduling, sign-up boards, trades, rosters, staffing views, training and certification tracking, and the station display, along with the features described on our Pricing page for the selected plan. We may improve, change, or deprecate features over time; we will not materially reduce the core functionality of a paid plan during a paid term without offering a comparable capability or a pro-rata refund of the affected period. The service is a scheduling and tracking tool and is not a dispatch, alerting, or life-safety system, and must not be relied on as one, as described in the Terms of Service.
Support and Response Targets
We provide support to department administrators by email at support@rescueshift.com. Our target first-response times, measured during U.S. business hours, are: for urgent issues where the service is unavailable for the department, within one business day; for standard functional issues, within two business days; and for general questions, within three business days. These are good-faith targets, not a contractual guarantee. Onboarding assistance for new departments is available by arrangement.
Availability and Maintenance
We aim to keep RescueShift available and reliable and monitor the service on an ongoing basis. We do not commit to a specific uptime percentage or a binding service-level agreement unless one is stated in a signed Order. We may perform maintenance that briefly affects availability and will try to schedule significant planned maintenance outside peak hours where practical. Because RescueShift is not a life-safety system, the Customer must maintain independent procedures to verify coverage and staffing during any interruption.
Fees, Seats, and Billing
Department plans are flat monthly plans by crew size, billed through Stripe with WhyUAscii LLC as the seller of record: Crew at $60 per month for up to 25 members, Station at $150 per month for up to 75 members, and Battalion at $350 per month for up to 200 members; departments over 200 members contact us. Annual billing is available at the equivalent of two months free, and an optional self-serve per-seat plan is available at $3 per active seat per month. Fees are billed in advance for each period, are due on the invoice or renewal date, and are non-refundable except as stated in the Refund and Cancellation Policy. If the Customer exceeds the member cap of its plan, it agrees to upgrade to the appropriate plan. We may change prices with reasonable prior notice effective at the next renewal. The Customer is responsible for applicable taxes.
Term, Renewal, and Termination
This MSA begins on the Customer's first Order and continues while any subscription is active. Subscriptions renew automatically for successive periods unless cancelled before the renewal date. Either party may terminate for material breach that is not cured within thirty days of written notice. The Customer may cancel a subscription as described in the Refund and Cancellation Policy; cancellation stops future charges and access continues through the end of the paid period. We may suspend the service for non-payment or for a violation of the Terms of Service that threatens the service or other customers.
Data Ownership and Portability
As between the parties, the Customer owns its Customer Data. We process Customer Data only to provide the service and as described in the Data Processing Addendum. The Customer can export its roster and schedule data while the subscription is active. On termination, we will delete or return Customer Data as described in the Data Processing Addendum, subject to any retention required by law.
Confidentiality
Each party may access the other's confidential information in connection with the service. Each party will protect the other's confidential information with reasonable care, use it only to perform under this MSA, and not disclose it except to personnel and advisors who need it and are bound by confidentiality. This does not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law (with notice where permitted).
Security and Data Protection
We maintain technical and organizational security measures as described in our Privacy Policy and Data Processing Addendum, including encryption in transit and at rest, tenant isolation, role-based access, and deny-by-default row-level security. Where we process personal data on the Customer's behalf, the Data Processing Addendum applies and the Customer is the controller of its roster data. The Customer is responsible for configuring roles and access appropriately and for providing any notices to and obtaining any consents from its members that its policies and applicable law require.
Warranties and Limitation of Liability
Each party warrants that it has the authority to enter this MSA. Except as expressly stated, the service is provided "as is" and "as available" without warranties of any kind, as described in the Terms of Service. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for staffing, coverage, or operational outcomes, and our total aggregate liability arising out of or relating to the service will not exceed the fees the Customer actually paid us for the service in the twelve months before the event giving rise to the claim. These limitations are described more fully in, and are consistent with, the Terms of Service.
Order of Precedence
If there is a conflict among these documents, the order of precedence is: (1) a signed Order form, then (2) this MSA, then (3) the Data Processing Addendum for data-protection matters, then (4) the Terms of Service, then (5) other referenced policies. The Data Processing Addendum controls over the others on questions of personal-data processing.
General
This MSA is governed by the laws of the State of Florida, United States, without regard to conflict-of-laws rules, with venue in the state or federal courts located in Florida, consistent with the Terms of Service. Neither party may assign this MSA without the other's consent, except to a successor in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. This MSA, with the documents it references, is the entire agreement between the parties about the service and supersedes prior discussions.
Contact
To request a signed MSA, discuss a department plan, or ask about onboarding, contact support@rescueshift.com. For legal or data-protection questions, contact eddy@whyuascii.com.
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