Service Terms

All orders accepted by Smart Cloud LLC (“Smart Cloud” or “we” or “us” or “our”) to perform services (“Services”) or supply products (“Products”) are subject to the Terms & Conditions (“Terms”) set forth below. By agreeing to Smart Cloud’s provision of Services or Products, the requesting party (“Client” or “you”) acknowledges that the Terms become a binding obligation of both Smart Cloud and the Client (collectively, the “Parties”). Under these Terms, “Client” shall refer to both business clients who are using our Service(s) for commercial purposes (the “Commercial Client(s)”) as well as individuals or non-commercial clients who use our Service(s) for residential purposes (the “Residential Client(s)”.)

Terms may be unilaterally changed by Smart Cloud from time to time without notice, and each Party is individually responsible for reviewing and understanding all Terms.

By indicating your acceptance of these Terms and Conditions, whether electronically, in writing, or otherwise, you unconditionally agree to all the terms herein as well as Smart Cloud’s Privacy Policy located at http://www.smartcloudmn.com/privacy-policy.

We guarantee that any Services related to on-site appointments will be completed within one business day of the date set for performance of Service(s) during the scheduling of the appointment (“Booking”). If the Service(s) scheduled at Booking cannot be completed on the date set at Booking, then the Service(s) will be rescheduled for completion the next available business day or, if Smart Cloud determines that it cannot reschedule the Service(s) for the next available business day, the Client will be issued a partial refund. This guarantee does not cover Services added after Booking, nor does it cover any Products sent to Smart Cloud or picked up by Smart Cloud for repairs. THIS GUARANTEE IS DEEMED VOID IF THE CLIENT INHIBITS THE TECHNICIAN FROM ACCESSING THE PROPERTY OR PERFORMING THE SERVICE(S).

The Terms, as well as Smart Cloud’s Privacy Policy located at https://www.smartcloudmn.com/privacy-policy, which is incorporated by reference herein, are the primary terms and conditions which govern the sale of Products and Services by Smart Cloud to the Client. Depending on the Service(s) received by the Client, the Client may be subject to other terms and conditions detailing one or more specific Service(s). The Terms will control over any terms and conditions which conflict with the Terms. Smart Cloud expressly declines to accept any additional terms and conditions contained in the Client’s documents.

The Terms, in addition to any quote during Booking, constitute the entire agreement (the “Agreement”) between the Parties related to the sale of Products or Services by Smart Cloud to the Client and supersede any prior understandings, arrangements, oral agreements, written agreements, or representations of any kind, except where indicated to the contrary such as where agreements discuss a specific Service.

Payment is due within 1 day of receipt of an invoice unless the invoice provides for an alternative due date. Quoted prices are subject to change after Booking and do not include applicable taxes, which will be added to the price you pay. Interest may be charged on any past due amount at the rate of 1.5% per month, or the maximum rate legally permitted, whichever is less. Without prejudice to the foregoing, Smart Cloud is permitted to cease provision of the Service(s) and/or Product(s) if the Client fails to meet its payment obligation.

Credit cards or debit cards will be accepted only at Smart Cloud’s discretion, and we reserve the right to charge any credit card sale a surcharge of 3%, or the maximum rate legally permitted, whichever is less, of the subtotal. Clients may elect to save their credit card or debit card information for future payment processing. This information is securely tokenized and stored by our third-party payment processor (Stripe) and is not held directly on Smart Cloud’s internal servers. This information is considered confidential and is covered under these Terms and the Privacy Policy that can be found at https://www.smartcloudmn.com/privacy-policy. By providing and saving your payment information, you authorize Smart Cloud and its payment processor to automatically charge any amounts that are recurring or past due, along with any taxes or fees incurred, to the Client’s saved credit or debit card, in accordance with federal and state regulations. Clients may request the removal of their stored payment information by submitting a written request to support@smartcloudmn.com.

Client authorizes Smart Cloud and its agents to communicate via call, text, and/or email regarding Bookings and for marketing or customer service purposes. Client should notify Smart Cloud at support@smartcloudmn.com if Client no longer wishes to be contacted. Smart Cloud is expressly not liable for any charges or fees related to its communications with Client.

Neither party will be liable for delays or inability to perform resulting in whole or in part from acts of God; (threats of) war; labor disruptions; inability to procure or delayed product, supplies, or materials; severe weather conditions; acts of subcontractors; interruption of utility services; public health crises such as a pandemic or epidemic; acts of governments, or any other circumstances or causes beyond the control of either of the Parties.

Change order requests and cancellation requests must be submitted in writing and may require revised lead times and/or additional charges. We will use reasonable efforts to accommodate Client requests.

Client acknowledges that the Client understands, has read, and agrees to abide by Smart Cloud’s Privacy Policy located at https://www.smartcloudmn.com/privacy-policy. Smart Cloud shall furthermore not disclose confidential information, defined as Client username(s), password(s), or credit card or payment information, except as required by law. Any unlawful materials or information possessed by Client shall not be treated as confidential. Any materials, documents, software, Products, or other intellectual property created by Smart Cloud for use during an appointment or Booking are owned by us, and do not, to the best of our knowledge, infringe upon the intellectual property rights of others, and may not be replicated, copied, sold, or altered by anyone other than authorized personnel of Smart Cloud. All non-public, confidential, or proprietary information or Products of Smart Cloud, including but not limited to materials, specifications, designs, documents, software, data, operations, customer lists, pricing, discounts, or rebates, disclosed by Smart Cloud to Client, whether or not marked, designated, or otherwise identified as confidential or trade secret, in connection with this Agreement is confidential, solely for use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by Smart Cloud in writing. Client acknowledges that any violation of this section will result in irreparable harm to Smart Cloud and that Smart Cloud is entitled to injunctive relief for any violation of this section, without prejudice to any other remedies available to Smart Cloud under applicable law.

SECTION 7.1 - 60-DAY SERVICE LIMITED WARRANTY

Smart Cloud agrees to perform Service(s) as described on its website and in any quote received by the Client. If Service(s) performed by Smart Cloud prove not to have been so performed, or if Smart Cloud fails to provide the Service(s) or any portion thereof, and if Client notifies Smart Cloud of the same within 60 days of (scheduled) completion of the Service(s), Smart Cloud, at its discretion, will either return to the Client’s location, request the Client ships their device to Smart Cloud's location, or connect to the Client's device via remote connection and perform the same Service(s) to full completion or render a full or pro-rated refund or credit based on the original charge for the Service(s). Only one 60-Day Service Limited Warranty may be claimed for original Service(s) performed during the same install or Booking (“Original Service(s)”). This section is deemed void if (i) we determine that the Client itself or through a third-party has purchased and/or performed additional service(s) related to the Original Service(s), damaged the repaired device by misuse (including but not limited to the use of non-genuine, remanufactured, or incompatible third-party parts, consumables, or accessories), or the device was stolen; or (ii) Smart Cloud has to perform a service related to the Original Service on a return repair or warranty claim, rather than a completely new Service. Diagnostic services are performed on a best-effort basis to identify potential issues and are not covered by the 60-Day Service Limited Warranty described herein, which applies specifically to corrective repair or implementation services.

SECTION 7.2 - DEAD ON ARRIVAL LIMITED WARRANTY

When a product the Client has purchased from a third party has arrived in a non-working state, we consider that product Dead on Arrival (“DOA Product”) and we will not be liable for any such DOA Product(s) nor will we be liable for the cost to replace DOA Products. If we encounter a DOA Product in the Client’s possession in the first instance, we will reschedule the Service(s) for another date for no additional charge. If after rescheduling once another DOA Product is found, we will charge a $25 rescheduling fee per each additional reschedule.

SECTION 7.3 - LIMITED LIFETIME PARTS WARRANTY

Any part(s) purchased by Smart Cloud, with the exception of motherboards, mainboards, logicboards, Central Processing Units (CPUs), and Random Access Memory (RAM), from its approved suppliers, and utilized in the repair of a client's device (hereinafter referred to as "Broken Device"), with the repair completed on or subsequent to March 30, 2021 (hereinafter referred to as "Approved Part"), shall be warranted against malfunction for the entire lifespan of the Broken Device. This warranty provision shall be null and void if the Approved Part is either replaced or transferred to a different device, or if the Broken Device is lost, stolen, or damaged due to misuse including, but not limited to, drops, malware, water damage, or the use of non-genuine, remanufactured, or incompatible third-party parts, consumables, or accessories. In the event a warranty redemption request is made, the service to replace the Approved Part is not automatically covered and may be charged separately. Smart Cloud retains the unequivocal right to reject any warranty claim, for any reason and at any time. Warranty redemption(s) shall not extend to any screen protector for a mobile device; originally purchased upgrades; or costs associated with shipping. In the circumstance where the Client’s Broken Device does not include any of the Smart Cloud repair parts, this section shall not be applicable.

EXCEPT FOR THE WARRANTIES SET FORTH IN THIS CHAPTER AND ANY APPLICABLE EXPRESS MANUFACTURER’S WARRANTY FOR ANY PRODUCT, SMART CLOUD MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY—WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Smart Cloud’s liability for damages arising from performing any Services, supplying Products, or arising from any warranty will not exceed the total amount of fees actually paid by the Client to Smart Cloud for any such Services or Products. The Parties agree that Smart Cloud is not liable for any special, indirect, incidental, consequential, or punitive damages, including, but not limited to lost profits, revenue, savings, data, financial losses, or any indirect damage caused to your (device) software, systems, and data relating thereto, barring any willful misconduct by Smart Cloud.

FURTHERMORE, SMART CLOUD ASSUMES NO LIABILITY FOR DEVICE FAILURE, PROPERTY DAMAGE, OR SUBSEQUENT REPAIR COSTS RESULTING DIRECTLY OR INDIRECTLY FROM THE CLIENT'S USE OF NON-GENUINE, REMANUFACTURED, OR INCOMPATIBLE THIRD-PARTY PARTS, CONSUMABLES, OR ACCESSORIES. WE WILL NOT BE LIABLE FOR CLIENT’S FAILURE TO PROTECT OR BACK UP ITS FILES NOR WILL WE BE LIABLE FOR THE COST OF RECONSTRUCTING ANY DATA STORED IN ANY MEDIUM LOST OR DAMAGED DURING THE COURSE OF OUR PERFORMANCE OF SERVICES. YOU ARE RESPONSIBLE FOR BACKING UP INFORMATION AND FOR MAINTAINING ANY COPIES OR EXTERNAL PRODUCTS FOR THE RECONSTRUCTION OF LOST OR ALTERED FILES, DATA, OR PROGRAMS. WHERE CLIENT HAS REQUESTED SMART CLOUD BACK-UP SERVICES, SMART CLOUD IS NOT RESPONSIBLE FOR LOSS OF CLIENT DATA OR INFORMATION DUE IN WHOLE OR IN PART TO DEVICE ERROR, MALFUNCTIONING, OR FAILURE.

The above exclusions and limitations apply only to the extent permitted by applicable law.

Any term or provision of these Terms or the Agreement that is determined to be invalid, illegal, or unenforceable in any jurisdiction shall not affect any other term or provision of the Terms or the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No waiver of any Terms is effective unless such waiver is in writing and signed by Smart Cloud. No failure to exercise, delay in exercising, or single or partial exercise of any right, remedy, power, or privilege arising from the Terms or any Agreement of the parties operates as a bar to the future exercise of any such right, remedy, power, or privilege.

All matters arising out of or relating to the Terms or the Agreement shall be governed by the laws of the State of Minnesota, and the courts of that State shall be the exclusive courts of jurisdiction and venue for any litigation or proceeding arising out of or relating to the Terms or the Agreement. Each Party hereby consent to the jurisdiction of such courts.

In the event of any dispute between the Parties concerning the Terms or the Agreement, the prevailing party in such dispute shall be entitled to collect from the other party all reasonable expenses incurred in such dispute, including reasonable attorneys’ fees and costs. Client will defend, hold harmless, and indemnify Smart Cloud and its agents from all damages, harms, and liability arising out of or relating to the Client’s breach of these Terms or the Agreement, the Client’s tortious conduct, and the Client’s acts or omissions in failing to secure or make safe the premises for any Smart Cloud on-site visit.

SECTION 11.1 - ON-SITE SERVICES

During any on-site service(s), the Client must comply with the following requirements, or the technician will immediately cease providing Service(s), and Service(s) will be rescheduled, if possible, with the Client incurring a $35 rescheduling fee. Throughout the Service(s) duration: all pets must be securely confined away from the Service(s) area; an adult aged 18 years or older must be present on the premises; individuals must refrain from being under the influence of drugs or alcohol; the technician must feel safe to proceed; and individuals must be fully clothed.

Additionally, the Client warrants that the premises offers safe, legal, and accessible parking for the Smart Cloud service vehicle within reasonable walking distance of the service entrance. The parking area must be on a stable surface and free from conditions that would risk the vehicle becoming immobilized, trapped, or requiring external assistance (e.g., towing or pushing) to exit, specifically including but not limited to excessive gradients, downward slopes, mud, or physical obstructions. Smart Cloud technicians reserve the right to decline parking in driveways or areas that, in their sole professional judgment, pose a safety risk or a risk of vehicle entrapment, regardless of weather conditions.

The Client must have any products to be installed readily available, ensure all devices/products being serviced are accessible without obstruction, and refrain from performing in-wall wiring, which is strictly prohibited and must be undertaken by a licensed electrician. The adult aged 18 or older present on the premises must be able to provide payment and be authorized to do so. In the case of a commercial entity, at least one staff member with managerial or supervisory authority must be on-site and available to Smart Cloud during Service(s) provision. Failure to adhere to these requirements may result in service termination, rescheduling, and the imposition of applicable fees.

SECTION 11.2 - WINTER WEATHER PROTOCOLS

During periods of winter weather conditions, specifically including days of active precipitation (snow, sleet, or freezing rain) and the twenty-four (24) hour period immediately following the cessation of such precipitation ("Winter Event"), Smart Cloud enforces the following protocols:

• (a) Mileage Limitation: During a Winter Event, the standard mileage coverage (Zones 1 & 2) is temporarily reduced to Zone 1 coverage only (0-35 miles). Any service performed beyond thirty-five (35) miles during a Winter Event shall be subject to a travel fee at Smart Cloud’s then-current rates, regardless of the Client's standard Zone designation.
• (b) Snow and Ice Clearing: In addition to the Safe Parking requirements set forth in Section 11.1, during any Winter Event or at any time where snow or ice is present on the property, the Client bears the absolute responsibility to ensure that driveways, walkways, and designated parking areas are plowed, shoveled, and treated with appropriate traction agents prior to the Technician's arrival. If a Technician cannot park or access the property safely due to accumulated snow or ice, the appointment will be considered a "Safety Cancellation" subject to the rescheduling fees described in Section 11.1.

SECTION 11.3 - REMOTE SERVICES

During any remote Service(s), the Client is required to comply with the following requirements, or the technician will immediately cease providing Service(s), and Service(s) will be rescheduled, if possible, and the Client will be charged a $15 rescheduling fee. For the entire duration of the Service(s): Client must give permission to Smart Cloud to access and perform operations on Client’s device remotely, including providing user and password information; Client must assist the technician in performing Service(s) if asked; and any products that need to be installed must be present in the Client’s possession and must be inserted into the computer upon technician’s request. The Client may terminate the remote session at any time, but the Client will be responsible for any fees and costs incurred or accrued prior to termination. If the Client is a commercial entity (e.g. not an individual), the Client is required to ensure that any and all data stored on any device subject to Service(s) is saved at an alternative location. Smart Cloud will under no circumstances be responsible or liable for the loss of data for which no back-up has been made by the Client. Additionally, any sensitive data must be saved and closed prior to the technician connecting to the device.

OUR SMART TALK™ SERVICE DOES NOT INCLUDE REPAIRING OR UPGRADING CLIENTS’ ELECTRONIC DEVICES AND IS STRICTLY LIMITED TO ADVICE AND INFORMATION ABOUT HOW TO USE THEIR ELECTRONIC DEVICES. This applies even with our Membership options.

SECTION 13.1 - Home Memberships

There are three membership options for Residential Clients, Basic, Premium, and Premium Plus, (the “Home Memberships”), each of which may be subject to additional terms and services. Home Memberships may be purchased and billed on an annual or monthly basis (the “Billing Cycle”) beginning on the date of enrollment. Regardless of the Billing Cycle selected, the Home Membership Term is a minimum of one (1) year. Payment for all Home Memberships must be made via a valid credit card or debit card; cash and check payments are not accepted for Home Memberships. Clients participating in one of the membership options are “Home Members” during the period that they are enrolled in a Home Membership (the “Home Membership Term”). Home Members can enroll either independently or with the assistance of a Smart Cloud technician, but all enrollment is performed by the Client on the Smart Cloud website.

SECTION 13.2 - Brief Support

Home Members may solicit Smart Cloud for limited technical assistance during the Home Membership Term. However, HOME MEMBERS EXPRESSLY ASSUME ALL ASSOCIATED RISKS AND LIABILITIES. SMART CLOUD DISCLAIMS ANY LIABILITY FOR ANY DAMAGE TO THE MEMBER'S DEVICE INCURRED DURING SUCH BRIEF SUPPORT SESSIONS.

SECTION 13.3 - Set-Priced Repairs Perk

Each Home Membership tier includes a perk known as "Set-Priced Repairs," which is described as "$50 Repairs," "$65 Repairs," or "$70 Repairs," depending on the tier. This perk is valid for specific services including Laptop Screen Repair, Laptop/Desktop Data Wipe, All-In-One Screen Repair, Hardware Replacement, Level-1 Data Recovery, Data Backup/Transfer, Operating System repair, Gaming Console Repairs, and Mobile Device Repairs. This perk cannot be redeemed for cash or any other form of monetary value.

SECTION 13.4 - Hourly Support Credit Perk

• (a) Annual Allocated Funds: Each Home Membership tier is allocated specific funds for on-site and remote technical support sessions as follows: Basic: $280 | Premium: $560 | Premium Plus: $840
• (b) Standard Service Rates & Deduction: These allocated funds are utilized for services priced at Smart Cloud’s standard hourly rates. Upon initiation of a support session, charges are deducted from the allocated fund. The Standard Rate for On-Site Support is $140/hour, and the Standard Rate for Remote Support is $85/hour.
• (c) Minimum Billing Increments: Services deducted from the allocated funds are subject to the following minimums:
  • On-Site Support: Billed at a minimum of one (1) hour (subject to Zone requirements).
  • Remote Support: Billed at a minimum of thirty (30) minutes.
  • Increments: After the minimum is met, billing occurs in increments of 0.02 hours.
• (d) Fixed Overage Rates (Post-Allocation): Once the allocated fund is fully depleted, subsequent support sessions during the remainder of the Home Membership Term are charged at a fixed, member-only overage rate rather than the Standard Rate. These rates are:
  • Basic: $115/hr On-Site | $65/hr Remote
  • Premium: $110/hr On-Site | $60/hr Remote
  • Premium Plus: $100/hr On-Site | $50/hr Remote
• (e) Zone Surcharge Policy: For Members located in the 51+ mile zone, the Trip Surcharge is billed separately (or added to an overage invoice) and is not deducted from the annual credit balance.

SECTION 13.5 - Billing Process and Allocation of Funds

Perks and benefits associated with the Home Memberships reset on the first day of the month concurrent with the annual renewal month. Such reset is non-negotiable and attributable to system constraints. The allocation fund provided to Home Members is non-negotiable and non-transferable for monetary value or credit towards alternative services, products or parts provided by Smart Cloud, or Home Membership Renewals.

Rollover Policy: Any unutilized allocation fund will automatically roll over to the next Home Membership Term but will expire ninety (90) calendar days after the start of that new term. Rolled-over funds must be depleted before the Home Member may utilize the current year's newly allotted funds.

Advanced Allocation Feature: Home Members who have maintained a continuous Home Membership for two (2) years or longer may, upon written request to Smart Cloud, elect to utilize a percentage of the allocation funds designated for their next Home Membership Term (the “Advanced Allocation”). The Home Member may choose to use an amount ranging from a minimum of five percent (5%) up to a maximum of seventy-five percent (75%) of the next year's full allocation. The Home Member must notify Smart Cloud in writing to enroll in or de-enroll from this Advanced Allocation feature; it is not automatic.

In the event a Home Member utilizes Advanced Allocation and subsequently cancels their Home Membership:

• The cancellation is subject to the terms of Section 13.8.
• The Home Member will be immediately liable for and must pay the full monetary value of the Advanced Allocation used, which will be calculated at the Home Member's applicable fixed overage rate for extra hourly support (as described in Section 13.4). This payment is due at the time of cancellation.

Perks may not be used for shipping fees, services provided by an approved subcontractor/3rd party/Smart Cloud Partner, products, parts, or upgrades.

SECTION 13.6 - Allocation of Perks

Each Home Membership tier includes a discount for out-of-scope services and hardware/software not covered by the allocated credits. These discounts are: Basic (10%), Premium (15%), and Premium Plus (20%). These discounts are applicable to services not covered under the Set-Priced Repairs perk or the standard billing process outlined in Section 13.5.

SECTION 13.7 - Excluded Services

The Home Memberships expressly exclude services encompassing the repair, upgrade, or maintenance of a customer’s computer or device while situated on the member’s premises (“Excluded Services”). Charges for any Excluded Services rendered during a session are borne by the Home Member prior to service commencement.

SECTION 13.8 - Cancellation, Refunds, and Annual Commitment

Initial Cancellation Period: Home Members may terminate their Home Membership agreement within a period of thirty (30) calendar days following the date of purchase (the "Cancellation Period"). A full refund of the Home Membership fee will be issued, provided that no Home Membership Perks have been redeemed. In the event one or more Perks have been redeemed during the Cancellation Period, the Home Membership will be canceled, and a refund will be issued for the Home Membership fee, less the monetary value of the redeemed Perk(s). NO REFUNDS WILL BE ISSUED AFTER THE EXPIRATION OF THIS THIRTY (30) DAY CANCELLATION PERIOD.

Cancellation Notice: To cancel a Home Membership and prevent an upcoming automatic renewal, the Home Member must provide notice of non-renewal to Smart Cloud by emailing billing@smartcloudmn.com or contacting us at 651-240-4313 at least fourteen (14) business days before the annual renewal date.

Monthly Payment Commitment: Home Members who choose a monthly billing cycle are nonetheless entering into a minimum one (1) year Home Membership Term. Should a Home Member with a monthly billing cycle elect to cancel their membership after the initial thirty (30) day Cancellation Period but before the end of their current one-year Home Membership Term, they shall be immediately liable for and must pay the remainder of the annual term at the contracted monthly payment rate.

SECTION 13.9 - Renewals and Automatic Payments

Automatic Renewal and Payment: All Home Memberships, whether billed annually or monthly, are for a minimum one (1) year term and shall automatically renew upon the expiration of the Home Membership Term. By enrolling in a Home Membership, the Home Member authorizes Smart Cloud to automatically charge the full renewal amount (for annual billing) or the recurring monthly payment (for monthly billing) to the financial transaction card originally provided by the Home Member to Smart Cloud (as further detailed in CHAPTER 3 - PAYMENT TERMS AND CREDIT CARD PROCESSING). This automatic payment process will continue unless the Home Member provides Smart Cloud with notice of non-renewal in accordance with Section 13.8.

Billing for Recurring Add-ons: Any recurring add-ons purchased by the Home Member (e.g., additional software licenses like Malwarebytes) will be billed separately from the primary Home Membership fee. A separate invoice for these add-ons will be generated, emailed to the Home Member, and must be paid every billing cycle (either monthly or annually, concurrent with the Home Membership Billing Cycle).

Declined Payments: In the event an automatic payment is declined, the Home Member will receive an email notification of the decline. Smart Cloud’s system will automatically retry the payment every twenty-four (24) hours for a period of seven (7) days. If the payment remains unpaid after the 14-day period, the Home Membership will be automatically cancelled with no cancellation fee charged.

Liability for Post-Reset Usage: Should a Home Member utilize any portion of their Home Membership allocation subsequent to the reset of allocation but elect not to renew, they shall remain liable for the usage of said allocation. Additionally, for Home Members with Premium or Premium Plus tiers who have Malwarebytes® installed and associated with their Home Membership, the renewal of the Home Membership will automatically renew their Malwarebytes License within 3 business days after Smart Cloud receives payment.

SECTION 13.10 - Malwarebytes® Discount and Add-On Terms

Each Home Membership tier includes a discount on Malwarebytes® Standard single-license add-ons. The Basic tier receives twenty-five percent (25%) off, the Premium tier receives forty percent (40%) off, and the Premium Plus tier receives fifty percent (50%) off the then-current Malwarebytes® Standard single-license retail price (the “Member Malwarebytes Discount”). The Premium and Premium Plus tiers further include one (1) Malwarebytes® Standard single-license at no additional charge for the duration of the Home Membership Term.

• (a) Eligibility: The Member Malwarebytes Discount applies only to Malwarebytes® Standard single-license add-ons purchased through Smart Cloud during an active Home Membership Term. It is not redeemable for cash, account credit, or any other Smart Cloud Service or Product.
• (b) 3-Pack Exclusion: The Malwarebytes® 3-Pack (three (3) licenses) is offered at a flat rate of $59.99 per year regardless of Home Membership tier. The Member Malwarebytes Discount is not stackable with, applicable to, or combinable with the 3-Pack pricing.
• (c) Billing and Renewal: Malwarebytes® add-ons are billed separately from the primary Home Membership fee in accordance with Section 13.9. Add-on licenses are issued for an annual term and automatically renew concurrent with the Home Membership renewal unless the Home Member provides written notice of non-renewal to billing@smartcloudmn.com at least fourteen (14) business days prior to the renewal date.
• (d) Loss of Discount on Cancellation: Upon cancellation, non-renewal, or lapse of the Home Membership, the Member Malwarebytes Discount immediately terminates. Existing licenses remain valid through the end of the paid Malwarebytes® term but will not renew at the discounted rate.
• (e) Third-Party Software: Malwarebytes® is a product of Malwarebytes Corporation and is governed by the Malwarebytes End-User License Agreement. Smart Cloud acts solely as a reseller and is not responsible for the performance, support, defects, or any damages arising from the use of Malwarebytes® software. Refunds for Malwarebytes® licenses are subject to the policies of Malwarebytes Corporation.

Smart Cloud will offer the Client a shipping cover of up to $25 with UPS Ground shipping. No insurance, signature and declared value shall be included in such shipping. If the Client wishes to upgrade their shipping or if the amount exceeds $25, the Client shall be liable for the extra cost. ANY SHIPPING SERVICES USED TO CLAIM ANY WARRANTY WILL BE PAID, PACKAGED, AND SHIPPED BY THE CLIENT AND AT THE CLIENT’S DISCRETION TO SMART CLOUD. Shipment of Client’s property, including when claiming warranty, is at the sole discretion of the Client and the Client assumes all responsibility for damages that arise during shipment. The Client understands that all shipments require a valid return address. The Client is solely responsible for any fees that get incurred due to shipment to an invalid, or incorrect address and will be charged accordingly. Services must be paid in full before the Client’s property is shipped back to the Client. Smart Cloud holds the right to withhold the Client's property until payment is received in full. Upon requesting service from Smart Cloud, Smart Cloud will provide the Client with a shipping label via email. If the Client pays for a shipping label before one is received from Smart Cloud, the Client will be responsible for the label cost. The Client is responsible for all costs and responsibilities that come with packaging the electronic device for shipment to Smart Cloud. SMART CLOUD IS NOT LIABLE FOR ANY DAMAGES, DELAYS, LOSS, OR THEFT THAT OCCUR DURING SHIPMENT.

The Client hereby acknowledges and agrees that the shipping coverage offered by Smart Cloud as detailed in this Chapter 14, shall not apply to the repair benefit which is offered as part of the Smart Cloud Residential Membership(s).

If the Client fails to pick up their Product, respond to a service ticket response request in regards to their device or a Product, or otherwise arrange for their device’s return, after repeated efforts by Smart Cloud to contact the Client, Smart Cloud holds the right to dispose the Client's Product at Smart Cloud’s sole discretion in accordance with applicable provisions of law, including sale to recoup administrative and repair costs, after thirty (30) calendar days following the completion of repairs. The Client will receive no compensation for this disposal.

Upon commencement of any service on a device, the client acknowledges that services provided by Smart Cloud may void any manufacturer warranty. Smart Cloud bears no liability for damages, costs, or repairs resulting from such warranty voidance and shall not be held accountable for addressing any claims the client may have had if Smart Cloud had not performed any work on the device.

While it is not typically problematic, occasional issues may arise during the provision of services, sometimes due to factors beyond Smart Cloud's control. These issues may encompass: damage to other components such as the screen or LCD (in repairs other than screen), Touch ID, Face ID, proximity sensor, battery, cables, circuit board, OS Corruption, or the device may encounter other unforeseen complications, including but not limited to entering a boot loop necessitating a restore and resulting in data loss. Smart Cloud employs all feasible precautions to execute the service without complications. Notwithstanding Chapter 7 of this Agreement, by consenting to any service, the Client unconditionally acknowledges and assumes full responsibility for any associated risks.

This Chapter 18 will expressly apply to any and all devices which the Client brings or ships to Smart Cloud in order for Smart Cloud to carry out certain services thereon (the “Device”).

SECTION 18.1 - Use of Parts

Smart Cloud may use rebuilt, reconditioned, or new parts and/or components when repairing the Device.

SECTION 18.2 - Loaner Devices

Smart Cloud will not provide any alternative device to the Client in replacement of the Client’s Device which is in Smart Cloud’s possession in order for certain Services to be performed.

SECTION 18.3 - Safekeeping

Without prejudice to and/or in addition to the warranties set out under Chapter 7, Smart Cloud will be responsible to the extent provided under applicable law for the physical safekeeping of the Device while in Smart Cloud’s possession for Service. If the Device is lost or damaged while it is in Smart Cloud’s possession for Service(s), Smart Cloud will repair the Device or replace it with an equivalent device, which at Smart Cloud’s sole and absolute discretion may be new or refurbished.

SECTION 18.4 - Meta-Data

The Client understands and agrees that Smart Cloud will collect metadata logs during diagnostic evaluation to improve overall future functionality of diagnostic tool and symptom evaluation in the repair process. The data collected will be used solely by Smart Cloud to enhance and improve this process, may be shared with Smart Cloud affiliates, and will not be distributed further without Client’s consent. Data types that may be collected from the Device include: Device phone number, Device model number, Device IMEI, Device serial number, downloaded applications and their respective settings, and host applications and their respective settings.

SECTION 18.5 - All iPhone® Owners

The Device’s Tru Tone® feature may not work after a screen repair or a camera repair. There is a small risk that Face ID may not work after a screen replacement. By agreeing to any repair, the Client unconditionally accepts and assumes the full risk thereof.

SECTION 18.6 - All iPad® Owners

Due to the way iPads® are constructed, minor scratches/damages to the LCD could occur, dust particles may be stuck in the screen, and/or the Touch ID cable could rip during screen removal. By agreeing to any repair, the Client unconditionally accepts and assumes the full risk thereof.

SECTION 18.7 - Known Manufacturer Defects

Due to common manufacturer defects in certain devices (such as underlying motherboard flaws or known hardware failure rates), there is a possibility that hardware or operational issues are not related to the replaced component. Smart Cloud shall be under no obligation to offer a refund on repairs if the Device later turns out to have an underlying manufacturer defect, nor is Smart Cloud obligated to offer a replacement device.

SECTION 18.8 - Pre-Existing Damage

Pre-existing damage caused by the Client such as a bent frame, dented frame corners, etc. may affect the completion/quality of the repair. This may include small gaps between the metal frame and screen. No repairs will be refunded due to these minor imperfections, nor will the Client be entitled to receiving a replacement device.

SECTION 18.9 - Screen Protectors

Any screen protector on the Device during intake will not be reusable, refundable, or repairable after any Service(s). Every cell phone Device or tablet Device will receive 1 brand new Cellhelmet® Liquid Glass Screen Protector with No Repair Guarantee after any Digitizer and/or LCD replacement service. The Client will have the chance to upgrade or switch their screen protector to other premium/standard versions Smart Cloud offers for an additional fee respective to their upgrade choice. THE CLIENT CANNOT DENY THE INCLUDED SCREEN PROTECTOR TO RECEIVE A DISCOUNT ON THEIR SERVICE, OR RECEIVE CREDIT TOWARDS THEIR ACCOUNT.

Smart Cloud offers eligible Clients the option to finance a qualifying invoice over a fixed term of three (3), six (6), or twelve (12) months (the “Payment Plan” or “Financing Plan”). The Payment Plan is a no-credit-check retail installment contract intended to make larger repairs, installations, projects, and Home Membership balances more manageable. Participation is at Smart Cloud’s sole discretion and is governed by the signed Truth-in-Lending Act (“TILA”) disclosure provided at origination, this Chapter, and all other applicable Terms. In the event of any conflict between the signed TILA disclosure and this Chapter, the signed TILA disclosure shall control with respect to the specific Payment Plan it describes.

SECTION 19.1 - Eligibility

To qualify for a Payment Plan, the Client must:

• (a) Be at least eighteen (18) years of age and reside in the United States;
• (b) Maintain an active Home Membership in good standing at the time of enrollment. Financing is restricted to active membership Clients and is not available to non-member Clients;
• (c) Have a qualifying ConnectWise invoice with an outstanding balance of at least one hundred fifty dollars ($150.00);
• (d) Have a valid United States credit card or debit card securely stored (“vaulted”) on file with Smart Cloud’s third-party payment processor (Stripe) and designated as the default payment method for recurring billing, in accordance with Chapter 3;
• (e) Not already have an open, non-cancelled Payment Plan agreement on file with Smart Cloud for any other invoice (only one (1) active Payment Plan is permitted per Client at a time); and
• (f) Electronically sign the TILA disclosure described in Section 19.5 and consent to e-signature.

No Credit Check. Smart Cloud does not perform a consumer credit check or obtain a consumer credit report as a condition of approval. Active membership status is the primary underwriting criterion. Smart Cloud reserves the right to deny enrollment in a Payment Plan for any reason and at any time.

SECTION 19.2 - Term Lengths, Deferred Billing Fees, and Down Payments

At origination, the Client selects one of the following three terms. Each term carries its own minimum down payment and deferred billing fee. The deferred billing fee is calculated as a percentage of the invoice balance financed, is collected in full on the day the Payment Plan is created (together with the down payment), and is the only cost of credit assessed by Smart Cloud — no separate interest accrues on the financed principal.

• (a) 3-Month Plan: Zero percent (0%) deferred billing fee. Minimum down payment of ten percent (10%) of the invoice balance. Effective Annual Percentage Rate: 0.00%.
• (b) 6-Month Plan: Ten percent (10%) deferred billing fee. Minimum down payment of fifteen percent (15%) of the invoice balance.
• (c) 12-Month Plan: Fifteen percent (15%) deferred billing fee. Minimum down payment of twenty percent (20%) of the invoice balance.
• (d) Down Payment Range: The Client may elect any down payment from the per-term minimum up to one hundred percent (100%) of the invoice balance. Smart Cloud’s default suggested down payment is twenty percent (20%).
• (e) APR and Finance Charge: The Annual Percentage Rate, Finance Charge, Amount Financed, Total of Payments, and Total Sale Price will be disclosed to the Client on the signed TILA disclosure prior to enrollment. The Finance Charge is equal to the deferred billing fee and contains no other interest or carrying cost.

SECTION 19.3 - Today’s Payment and Application to the Original Invoice

On the day the Payment Plan is created, Smart Cloud will charge the Client’s chosen payment method (in-person card-present terminal, vaulted card, cash, or check, as accepted at Smart Cloud’s discretion) for a single transaction equal to the sum of (i) the principal portion of the down payment, and (ii) the deferred billing fee. This combined amount is then applied as a payment against the original ConnectWise invoice, closing or substantially reducing its outstanding balance. The remaining principal becomes the “Amount Financed” and is tracked on a new ConnectWise Payment Plan Agreement governed by the signed TILA disclosure.

SECTION 19.4 - Payment Schedule and Automatic Payments

The Amount Financed is divided into equal monthly installments over the selected term. At origination, the Client elects to have the first installment due either thirty (30) or forty-five (45) calendar days after the Payment Plan creation date; subsequent installments are due on the same calendar day each following month until the term is complete. The final installment may differ by a small rounding amount so that the schedule sums exactly to the Amount Financed.

By enrolling in a Payment Plan, the Client expressly authorizes Smart Cloud and its payment processor to automatically charge the vaulted card on file for each scheduled installment on its due date, together with any applicable taxes and fees, until the Amount Financed is paid in full. The Client is solely responsible for keeping the vaulted card valid, funded, and accurate throughout the term. The Client may update the vaulted card at any time by contacting Smart Cloud.

SECTION 19.5 - TILA Disclosure and Electronic Signature

Prior to any charge, the Client will be presented with a Federal Truth-in-Lending Act (Regulation Z) disclosure (the “TILA Disclosure”) showing the Annual Percentage Rate, Finance Charge, Amount Financed, Total of Payments, Total Sale Price, down payment, deferred billing fee, and full payment schedule for the selected term. The Client must electronically sign the TILA Disclosure and affirmatively consent to conduct business electronically. By signing, the Client acknowledges receipt of the TILA Disclosure, agrees to the payment schedule, and confirms that the electronic signature carries the same legal effect as a handwritten signature on a paper document. A signed PDF copy of the TILA Disclosure, together with a complete audit record, is attached to the Client’s Payment Plan Agreement and emailed to the Client at the email address on file.

SECTION 19.6 - Late Payments, Declined Payments, and Deferral Requests

Late Fee. A late fee of twenty-five dollars ($25.00), or the maximum amount permitted by applicable law (whichever is less), may be assessed for any installment not received by its scheduled due date. Interest may be charged on past-due balances in accordance with Chapter 3.

Declined Payments. If a scheduled installment is declined, Smart Cloud’s system and/or its payment processor may automatically retry the charge in accordance with standard Stripe Smart Retry behavior. The Client will receive notification of the failure, and a high-priority service ticket will be opened so a Smart Cloud team member can contact the Client to arrange an update to the payment method or a catch-up payment.

Deferral Without Penalty. The Client may request a one-time deferral of an upcoming installment without incurring a late fee by notifying Smart Cloud in writing at billing@smartcloudmn.com at least fourteen (14) calendar days prior to that installment’s due date. Approval of any deferral is at Smart Cloud’s sole discretion.

SECTION 19.7 - Default and Acceleration

If two (2) or more scheduled installments remain unpaid for more than thirty (30) calendar days past their respective due dates, or if the Client otherwise materially breaches these Terms or the signed TILA Disclosure, the Payment Plan shall be deemed in default. Upon default, the entire remaining Amount Financed, together with any accrued fees, shall immediately become due and payable in full. Smart Cloud reserves all rights and remedies available under applicable law, including but not limited to suspending or terminating ongoing Services, withholding the Client’s property in accordance with Chapter 15, and referring the unpaid balance to a third-party collections agency. The Client shall be liable for all reasonable collection costs and attorneys’ fees in accordance with Chapter 10.

SECTION 19.8 - Prepayment and Early Payoff

The Client may pay off the remaining Amount Financed in full at any time by contacting Smart Cloud. Upon successful early payoff, the recurring Stripe subscription will be cancelled and the ConnectWise Payment Plan Agreement will be closed. The deferred billing fee disclosed at origination is earned in full at contract origination and is NOT refunded, pro-rated, or credited upon early payoff. No additional prepayment penalty is assessed.

SECTION 19.9 - Unsecured Contract; No Security Interest

The Payment Plan is unsecured. Smart Cloud does not retain a security interest in any goods, parts, products, devices, or Services purchased under the Payment Plan and does not file any UCC-1 or similar lien against the Client. The Client’s obligation to pay is a personal contractual obligation governed by the signed TILA Disclosure and these Terms.

SECTION 19.10 - Membership Lapse, Warranties, and No Right of Offset

Eligibility for new Payment Plans requires an active Home Membership at the time of enrollment. If the Client’s Home Membership later lapses, cancels, or otherwise terminates during the term of an existing Payment Plan, the existing Payment Plan continues in full force under its original terms and the Client remains obligated to complete all scheduled installments. Enrollment in a Payment Plan does not modify, extend, or waive any of the Client’s obligations or any of Smart Cloud’s warranties, disclaimers, or limitations on liability under these Terms, including without limitation those set forth in Chapter 7. The Client’s obligation to make all scheduled installments is independent of any dispute concerning the underlying Services or Products. The Client expressly waives any right of offset, deduction, or withholding of installment payments on account of any such dispute and agrees that disputes shall be resolved separately and in accordance with these Terms.

If you have any questions about these Terms, please contact us:

• By Email: support@smartcloudmn.com
• By Contact form: www.smartcloudmn.com