Service Terms & Conditions

Effective Date: August 10, 2026
Last Updated: August 23, 2026

Introduction

These Services Terms and Conditions (“Services Terms”) govern the purchase and use of MessageWatcher products and services.

These Services Terms apply when a customer purchases, subscribes to, evaluates, or otherwise uses MessageWatcher services under an Order Form, proposal, quotation, trial agreement, or other written agreement that incorporates these Services Terms by reference.

Together with the applicable Order Form, Privacy Policy, Data Processing & Security Addendum (where applicable), Acceptable Use Policy, and any other documents expressly incorporated by reference, these Services Terms form the agreement between MessageWatcher and the Customer.

If an executed Order Form or separate written agreement expressly conflicts with these Services Terms, the executed agreement controls to the extent of the conflict.

Definitions

For purposes of these Services Terms:

Customer means the individual or organization purchasing or using MessageWatcher services.

Authorized User means an employee, contractor, or other individual authorized by Customer to access or use the Services.

Services means the communication archiving, supervision, compliance, storage, search, export, professional services, support services, implementation services, and other services provided by MessageWatcher.

Order Form means any written quotation, proposal, order, subscription agreement, renewal, or similar document accepted by both parties that describes the Services being purchased.

Customer Data means information, communications, files, metadata, and other content submitted to or processed by the Services on behalf of Customer.

Documentation means user guides, technical documentation, support materials, and other documentation we make available relating to the Services.

Services

MessageWatcher will provide the Services described in the applicable Order Form.

Depending upon the Customer’s subscription, the Services may include:

• communication archiving;
• message capture;
• supervision and compliance features;
• search and retrieval tools;
• reporting;
• exports;
• hosted software services;
• implementation assistance;
• training;
• technical support; and
• other services described in the applicable Order Form.

We continually improve our Services and may introduce enhancements, new features, security improvements, and operational changes provided such changes do not materially reduce the core functionality purchased by the Customer.

AI-Assisted Features

MessageWatcher may use artificial intelligence (“AI”) technologies and third-party AI providers to assist in creating policies, rules, criteria, or other materials used in connection with the Services. Customer Data is not submitted to or processed by third-party AI providers for this purpose. Searching, analysis, monitoring, or evaluation of Customer Data using AI-assisted policies, rules, or criteria occurs within MessageWatcher’s systems.

AI-assisted materials may contain errors, inaccuracies, omissions, or outdated information. MessageWatcher does not warrant that AI-assisted policies, rules, criteria, alerts, classifications, or other resulting outputs will be accurate, complete, reliable, current, or suitable for every Customer purpose.

AI-assisted functionality is intended to support, rather than replace, appropriate human judgment and review. Customer remains responsible for determining the policies, supervision requirements, compliance standards, and other criteria applicable to its organization and for reviewing and evaluating results produced through the Services before relying upon them for legal, regulatory, disciplinary, or other material decisions.

MessageWatcher may modify the functionality, capabilities, technologies, or third-party providers used in connection with AI-assisted features as technology, business requirements, and applicable laws and regulations evolve, provided that any processing of Customer Data remains subject to the Agreement and the Data Processing & Security Addendum.

Customer Responsibilities

Customer is responsible for:

• providing accurate account information;
• maintaining appropriate administrative contacts;
• configuring supported communication platforms according to our documentation;
• obtaining all necessary rights and permissions required to submit Customer Data to the Services;
• complying with applicable laws and regulations;
• maintaining appropriate internal policies governing employee communications; and
• using the Services in accordance with these Services Terms and the Acceptable Use Policy.

Customer remains solely responsible for determining what communications are collected, archived, retained, supervised, searched, exported, or deleted through the Services.

MessageWatcher processes Customer Data only as directed by Customer and as described in the applicable agreements.

Trial Services

From time to time we may make trial or evaluation services available.

Unless otherwise stated in the applicable Order Form or trial agreement, trial services are provided solely for evaluation purposes and may contain reduced functionality.

At the conclusion of the trial period, the subscription will automatically convert to a paid subscription unless Customer provides notice of cancellation before the trial period expires.

The applicable Order Form or trial registration will identify the duration of the trial, applicable pricing following the trial, and any additional terms specific to the evaluation.

Either party may terminate a trial at any time before conversion to a paid subscription.

Orders, Subscriptions and Renewals

Services are purchased through executed Order Forms.

Each Order Form identifies the applicable:

• Services;
• subscription term;
• pricing;
• implementation fees;
• recurring charges;
• renewal provisions; and
• other commercial terms.

Unless otherwise specified in the applicable Order Form, subscriptions automatically renew for successive terms matching the initial subscription period.

Either party may elect not to renew by providing written notice at least thirty (30) days before the end of the then-current subscription term.

If no subscription term is specified, the Services are provided on a month-to-month basis and may be terminated by either party upon thirty (30) days’ written notice.

Fees and Payment

Customer agrees to pay all fees identified in the applicable Order Form.

Unless otherwise stated:

• invoices are due according to the payment terms shown on the invoice;
• Customer is responsible for applicable taxes other than taxes imposed on MessageWatcher’s income;
• undisputed invoices not paid when due may accrue interest at 1.5% per month or the maximum amount permitted by law, whichever is less; and
• MessageWatcher may assess a $150 administrative service charge for substantially delinquent accounts requiring collection activity or service restoration.

If payment remains overdue after reasonable notice, MessageWatcher may suspend Services until outstanding amounts are paid.

We will make reasonable efforts to provide advance notice before suspending Services for non-payment whenever practical.

Suspension of Services

MessageWatcher may suspend access to all or part of the Services if:

• Customer materially breaches these Services Terms or the applicable Order Form;
• payment obligations remain substantially delinquent following reasonable notice;
• continued operation of the Services presents a security risk;
• suspension is required to comply with applicable law or a governmental order; or
• Customer’s use of the Services threatens the stability, security, or availability of the Services or other customers.

Except where immediate suspension is necessary to protect the Services or comply with legal obligations, we will make reasonable efforts to provide advance notice and an opportunity to resolve the issue before suspending service.

Suspension does not relieve Customer of its obligation to pay fees that continue to accrue under the applicable subscription agreement.

Support Services

Unless otherwise specified in an applicable Order Form, MessageWatcher provides standard technical support during normal business hours.

Support includes reasonable assistance with:

• product configuration;
• troubleshooting;
• system operation;
• technical questions;
• service availability issues; and
• reported software defects.

We continuously monitor the operational health of our hosted services. When issues materially affect the availability of the Services, we will make commercially reasonable efforts to restore normal operation as quickly as practicable.

Certain critical service-impacting issues may receive after-hours attention when reasonably necessary.

Support does not include:

• custom software development;
• consulting unrelated to the Services;
• third-party software support;
• customer network administration; or
• services outside the scope of the applicable subscription or Order Form.

Professional services beyond standard support may be available under a separate statement of work or Order Form.

Customer Data

Customer retains all ownership rights in Customer Data.

MessageWatcher acquires no ownership interest in Customer Data by virtue of providing the Services.

Customer is solely responsible for:

• the accuracy of Customer Data;
• determining what information is submitted to the Services;
• obtaining all required permissions and authorizations;
• complying with applicable privacy, employment, and regulatory requirements; and
• ensuring that its use of the Services complies with applicable law.

MessageWatcher processes Customer Data solely for the purpose of providing the Services, supporting Customer’s subscription, improving the security and reliability of the Services, and fulfilling our contractual obligations.

Our handling of Customer Data is further described in the Data Processing & Security Addendum where applicable.

Confidentiality

Each party may receive confidential information from the other during the course of the business relationship.

Confidential Information includes non-public information relating to:

• software;
• technology;
• pricing;
• security;
• product plans;
• business operations;
• customer information;
• documentation;
• trade secrets; and
• other proprietary information disclosed in confidence or that reasonably should be understood to be confidential.

Each party agrees to:

• protect Confidential Information using reasonable care;
• use Confidential Information only as necessary to perform under the agreement;
• limit disclosure to employees, contractors, and advisors who have a legitimate need to know and who are bound by appropriate confidentiality obligations; and
• not disclose Confidential Information to third parties without prior written authorization except as required by law.

Confidential Information does not include information that:

• becomes publicly available through no fault of the receiving party;
• was already lawfully known;
• is independently developed without use of the Confidential Information; or
• is lawfully obtained from another source without restriction.

These confidentiality obligations survive termination of the agreement.

Security

MessageWatcher maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

Our security program is designed to support the confidentiality, integrity, and availability of the Services and includes policies, procedures, and controls appropriate to the nature of the information entrusted to us.

Where applicable, additional security commitments are described in the Data Processing & Security Addendum.

Nothing in these Services Terms should be interpreted as reducing or limiting the commitments described in that Addendum.

Customer Publicity

MessageWatcher will not use Customer’s name, logo, trademarks, or other identifying information in marketing materials, case studies, press releases, customer lists, or promotional content without Customer’s prior written consent.

This restriction does not prohibit MessageWatcher from identifying Customer where required by law or where Customer has separately authorized such use in writing.

Intellectual Property

MessageWatcher retains all right, title, and interest in and to:

• the Services;
• software;
• source code;
• object code;
• documentation;
• product enhancements;
• technology;
• trademarks;
• copyrights;
• patents;
• trade secrets; and
• all other intellectual property developed, owned, or licensed by MessageWatcher.

Except for the limited rights expressly granted under these Services Terms, no license or ownership interest is transferred to Customer.

Customer retains ownership of Customer Data and any intellectual property independently owned by Customer prior to entering into the agreement.

Data Export and Return

Customer may request the return or export of Customer Data upon expiration or termination of the applicable subscription, subject to the terms of the applicable Order Form and these Services Terms.

Unless otherwise agreed in writing:

• export requests must be submitted within fifteen (15) days following termination or expiration of the Services;
• Customer may perform available self-service exports using functionality provided within the Services where applicable;
• self-service exports are subject to system limitations, including a maximum export size of approximately 4 GB per day;
• larger exports or exports requiring MessageWatcher assistance may be subject to professional service fees.

Where MessageWatcher performs an assisted export, the current fee is:

• $20.00 per gigabyte
• $250 minimum charge

Customer is responsible for providing an appropriate destination for exported data.

Unless otherwise required by law or agreed in writing, MessageWatcher may permanently delete Customer Data approximately forty-five (45) days after termination of the Services.

Customers are encouraged to complete all required exports before that time.

Term and Termination

These Services Terms remain in effect for as long as Customer receives Services from MessageWatcher.

Either party may terminate the agreement:

• upon expiration of the applicable subscription term in accordance with the notice requirements described in these Services Terms;
• by mutual written agreement;
• for material breach that is not cured within any applicable cure period; or
• as otherwise provided in the applicable Order Form.

Termination does not relieve Customer of its obligation to pay fees earned before the effective termination date.

The following provisions survive termination:

• payment obligations accrued before termination;
• confidentiality;
• intellectual property;
• limitations of liability;
• dispute resolution;
• export rights;
• and any provisions that by their nature are intended to survive termination.

Limitation of Liability

Except as expressly provided below, each party’s total cumulative liability arising out of or relating to these Services Terms shall not exceed the fees paid or payable by Customer for the Services during the three (3) months immediately preceding the event giving rise to the claim.

This limitation applies regardless of the legal theory asserted, including contract, tort, negligence, strict liability, or otherwise.

Neither party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including:

• lost profits;
• lost revenue;
• lost business opportunities;
• loss of goodwill;
• business interruption; or
• loss of anticipated savings,

even if advised of the possibility of such damages.

The foregoing limitation of liability does not apply to Customer’s obligations relating to:

• unauthorized disclosure or misuse of MessageWatcher’s Confidential Information;
• infringement or misappropriation of MessageWatcher’s intellectual property rights;
• Customer’s indemnification obligations;
• Customer’s violation of applicable law;
• fraud;
• willful misconduct; or
• obligations that cannot legally be limited under applicable law.

Nothing in this Section limits MessageWatcher’s right to seek injunctive or equitable relief to protect its confidential information, intellectual property, or other proprietary rights.

Indemnification

Customer agrees to defend, indemnify, and hold harmless MessageWatcher and its officers, directors, employees, contractors, affiliates, licensors, and agents from claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from:

• Customer’s use of the Services;
• Customer’s violation of these Services Terms;
• Customer’s violation of applicable law;
• Customer’s infringement of another party’s rights; or
• Customer Data supplied to the Services by or on behalf of Customer.

MessageWatcher will promptly notify Customer of any claim for which indemnification is sought and will cooperate reasonably in the defense of that claim.

Non-Solicitation

During the term of the agreement and for a period of six (6) months following termination, Customer agrees not to knowingly solicit for employment or hire any employee of MessageWatcher who became known to Customer through the business relationship without MessageWatcher’s prior written consent.

This restriction does not apply to:

• general employment advertising not specifically directed toward MessageWatcher personnel; or
• individuals who independently seek employment without solicitation.

Dispute Resolution

The parties agree to attempt in good faith to resolve disputes through informal discussions before initiating arbitration.

If a dispute cannot be resolved informally, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

Arbitration shall be conducted in Denver County, Colorado, unless the parties mutually agree otherwise.

Either party may seek temporary or preliminary equitable relief from a court of competent jurisdiction when necessary to protect confidential information, intellectual property, or other rights pending completion of arbitration.

The prevailing party may recover reasonable attorneys’ fees and costs awarded by the arbitrator, provided such recovery shall not exceed $30,000, consistent with Craig’s direction.

Judgment on the arbitration award may be entered in any court having jurisdiction.

Miscellaneous

These Services Terms, together with the applicable Order Form and incorporated documents, constitute the complete agreement between the parties regarding the Services.

If any provision of these Services Terms is determined to be invalid or unenforceable, the remaining provisions remain in full force and effect.

Neither party may assign these Services Terms without the prior written consent of the other, except in connection with a merger, acquisition, sale of substantially all assets, or similar corporate transaction.

No waiver of any provision shall be effective unless in writing.

Failure to enforce any provision shall not constitute a waiver of future enforcement.

These Services Terms shall be governed by the laws of the State of Colorado.

Contact Information

Questions regarding these Services Terms should be directed to:

MessageWatcher, LLC

Email: [email protected]

Website: messagewatcher.com

Mail:

Related Legal Documents

• Privacy Policy
• Terms of Use
• Acceptable Use Policy
• Data Processing & Security Addendum