WATCHPOINT IT TERMS AND CONDITIONS (Last Updated: June 6, 2025)
PLEASE READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY BEFORE USING THIS WEBSITE OR ENGAGING WATCHPOINT IT (“Service Provider,” “WatchPoint,” “we,” “our,” or “us”) FOR ANY MANAGED IT, CYBERSECURITY, OR TECHNOLOGY MANAGEMENT SERVICES (COLLECTIVELY, “Services”). BY ACCESSING THE WATCHPOINTMSP.COM WEBSITE (“Site”) OR EXECUTING A SERVICE ORDER FORM THAT REFERENCES THESE TERMS, THE INDIVIDUAL OR ENTITY (“Client” or “you”) AGREES TO BE BOUND BY THEM. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE THE SITE OR PURCHASE SERVICES.
These Terms comprise (i) Website Terms of Use governing your access to and use of the Site and (ii) Service Terms governing any subscription for WatchPoint Services. Additional or different terms may apply to certain features, functionality, promotions, or separate written agreements that reference these Terms.
1. DEFINITIONS
“Agreement” means these Terms, the executed Service Order Form (“Order Form”), and any addenda or statements of work (each an “SOW”) referencing these Terms. “Effective Date” means the earlier of (a) your first access or use of the Site or (b) the date of your signature on an Order Form. “Confidential Information” has the meaning in Section 18. “Service Levels” means the specific support tiers (Core, Control, or Complete) selected in the Order Form. “Subscription Term” means the period identified in Section 14.1.
2. WEBSITE TERMS OF USE
2.1 LICENSE & ACCEPTABLE USE. Subject to these Terms, WatchPoint grants you a limited, non‑exclusive, non‑transferable, revocable license to access and use the Site solely for legitimate business purposes related to evaluating or receiving our Services. You shall not (a) interfere with or disrupt the Site or servers; (b) attempt to gain unauthorized access to any portion or feature of the Site or systems; (c) use the Site for illegal, fraudulent, or harmful activity; or (d) reverse engineer, decompile, or disassemble any part of the Site.
2.2 ACCOUNT CREDENTIALS. You are responsible for safeguarding any username, password, or other credentials used to access restricted portions of the Site and agree to notify WatchPoint immediately of any unauthorized use.
2.3 INTELLECTUAL PROPERTY. All content on the Site, including text, graphics, logos, code, and the compilation thereof, is owned or licensed by WatchPoint and protected by U.S. and international intellectual‑property laws. Except for the limited license above, no right, title, or interest is transferred to you.
2.4 LINKS TO THIRD PARTIES. The Site may contain links to third‑party websites. WatchPoint does not control, endorse, or assume responsibility for any third‑party content or sites. Access is at your own risk.
2.5 PRIVACY & COOKIES. Our Privacy Notice explains how we collect, use, and safeguard personal data. By using the Site, you consent to WatchPoint’s use of cookies and similar technologies per that notice.
3. SERVICE TERMS
3.1 MINIMUM SERVICE COMPLIANCE STANDARDS. Prior to onboarding, Client’s environment must meet WatchPoint’s minimum standards (e.g., supported Microsoft operating systems, genuine and vendor‑supported software, current critical patches) or as otherwise stated in the Order Form. Any remediation work needed to bring Client into compliance will be quoted and billed separately.
3.2 INCLUDED SERVICES BY SERVICE LEVEL. • Core – Endpoint Detection & Response; Identity Threat Detection & Response; Remote Monitoring; Patch Management; Local Admin Management; 24×7×365 Security Operations Center. • Control – Core plus IT Support; Device Onboarding; User On/Off‑boarding; Managed Server; Managed Network; Managed Microsoft 365. • Complete – Control plus Business Application Support; IT Project Management. Additional bill‑able services (e.g., Cloud Backup, M365/Google Backup, Cybersecurity Training) may be required as noted in the Order Form.
3.3 SERVICE LEVEL AGREEMENT (“SLA”). Client may assign priority when submitting a support request; resolution targets are Low (≤5 business days), Normal (≤3 business days), High (≤24 hours), Urgent (≤4 hours), Critical (≤2 hours). WatchPoint may adjust priority in its reasonable discretion.
3.4 CLIENT RESPONSIBILITIES. Client will (a) provide timely access to facilities, equipment, personnel, and information required for WatchPoint to perform Services; (b) maintain adequate backups unless covered by a WatchPoint Backup Service; (c) be responsible for all acts and omissions of its users; and (d) promptly pay all Fees.
4. FEES, BILLING & TAXES
4.1 FEES. Fees are invoiced monthly in advance by recurring ACH or Credit Card on the 15th for the upcoming month. The first invoice includes prorated charges from the signature date to the next billing cycle. Past‑due amounts accrue interest at 1.5 % per month.
4.2 EXPENSES. Travel expenses (airfare, hotel, car rental) are billed at cost; per‑diem and mileage follow prevailing GSA rates. Client shall reimburse any pre‑approved out‑of‑pocket expenses.
4.3 TAXES. Fees exclude federal, state, or local taxes, which will be invoiced unless a valid exemption certificate is provided.
5. TERM & TERMINATION
5.1 SUBSCRIPTION TERM. The initial Subscription Term is thirty‑six (36) months beginning the first full month after the Effective Date and renews automatically for successive one‑year periods unless either party gives sixty (60) days’ written notice prior to the end of the then‑current term.
5.2 TERMINATION FOR CAUSE. Either party may terminate (a) upon thirty (30) days’ written notice of a material breach if uncured, or (b) immediately if the other party ceases business or becomes insolvent. Client may also terminate if Services are unavailable for thirty (30) consecutive days due to a Force Majeure Event.
5.3 TERMINATION FOR CONVENIENCE. Either party may terminate the Subscription on ninety (90) days’ written notice after the first twelve (12) months.
5.4 EFFECT OF TERMINATION. Upon termination: (a) Client will pay for Services rendered and expenses incurred through the termination date; (b) WatchPoint will provide reasonable transition assistance at its then‑current rates; and (c) all licenses granted to Client will cease.
6. CONFIDENTIALITY
Each party shall protect the other’s Confidential Information with the same degree of care it uses to protect its own similar information (but in no event less than reasonable care) and may use the Confidential Information solely to perform its obligations or exercise its rights under the Agreement.
7. INDEPENDENT CONTRACTOR; NON‑SOLICITATION
WatchPoint is an independent contractor. Nothing here creates an employment, agency, or joint‑venture relationship. Neither party shall solicit for employment the other’s employees during the Subscription Term and for twelve (12) months thereafter.
8. FORCE MAJEURE
Except for payment obligations, neither party will be liable for delays or failures due to events beyond its reasonable control (e.g., natural disasters, war, labor disputes, internet outages) provided it uses reasonable efforts to resume performance.
9. LIMITATION OF LIABILITY
EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DATA). EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT FOR THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. DISCLAIMER OF WARRANTIES
THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WATCHPOINT DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WATCHPOINT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR COMPLETELY SECURE.
11. INDEMNIFICATION
Client will indemnify, defend, and hold harmless WatchPoint, its officers, directors, and employees from any third‑party claims arising out of Client’s (a) breach of the Agreement, (b) negligent or unlawful acts, or (c) provision of infringing or non‑permitted data or software.
12. GOVERNING LAW & DISPUTE RESOLUTION
The Agreement is governed by the laws of the State of Iowa, without regard to conflict‑of‑law rules. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Linn County, Iowa.
13. MODIFICATIONS
WatchPoint may modify these Terms by posting a revised version on the Site or notifying Client at least thirty (30) days before changes take effect (except required by law or for new features). Continued use of the Site or Services constitutes acceptance.
14. MISCELLANEOUS
14.1 Assignment. Client may not assign the Agreement without WatchPoint’s prior written consent. WatchPoint may assign to a successor of substantially all its business. 14.2 Entire Agreement. The Agreement supersedes all prior oral or written communications regarding its subject matter. Any purchase order terms are rejected. 14.3 Severability. If any provision is unenforceable, the remaining provisions will remain in effect. 14.4 Notices. Legal notices must be in writing and delivered by certified mail, courier, or email with confirmed receipt to the addresses in the Order Form.
15. CONTACT
WatchPoint IT, 415 12th Ave SE, Cedar Rapids, IA 52401
Email: [email protected] Phone: (319) 535-5350
16. ACKNOWLEDGMENT AND ACCEPTANCE
BY (A) CONTINUING TO ACCESS THE SITE, OR (B) SIGNING THE ORDER FORM, CLIENT CONFIRMS THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS.