Upcoming 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)").

These Terms become binding on you as described in Chapter 1 (Acceptance of These Terms). The version of the Terms in effect when your order is accepted governs that order. We may update these Terms only on a going-forward basis, with advance notice of material changes, as described in Chapter 1; we do not retroactively change the terms of an order you have already accepted.

By accepting these Terms, you also acknowledge that you have read and agree to Smart Cloud's Privacy Policy, located at https://www.smartcloudmn.com/privacy-policy, which is incorporated into these Terms by reference.

SECTION 1.1 - Acceptance

These Terms become binding when you do any of the following, whichever happens first: (i) click, check a box, or sign — electronically or on paper — indicating that you have read and agree to the Smart Cloud Service Terms & Conditions; (ii) sign our pre-service or service-completion form (including electronically); or (iii) authorize or permit Smart Cloud to begin Services or deliver Products after we have made these Terms available to you. Each acceptance is recorded with the version and date of the Terms then in effect, and that version governs your order.

SECTION 1.2 - All Booking Channels

For online bookings, you accept these Terms on the booking screen. For bookings made by phone or in person, Smart Cloud will present these Terms to you — by an emailed link before the visit, or on a Smart Cloud device at the visit — and ask you to accept them before Services begin. If you decline, Smart Cloud may decline to perform the Services.

SECTION 1.3 - Electronic Signatures and Records

You consent to transact business with Smart Cloud and to sign electronically. Under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001 et seq.) and the Minnesota Uniform Electronic Transactions Act (Minn. Stat. ch. 325L), your electronic signatures and the electronic records of these Terms and any related disclosures have the same legal effect as handwritten signatures and paper records. You may request a paper copy of any record, and you may withdraw your consent to transact electronically for future dealings, by contacting support@smartcloudmn.com. Withdrawing consent does not affect the validity of any record or signature made before the withdrawal takes effect.

SECTION 1.4 - Consumers

If you are a Residential or other consumer Client, nothing in these Terms waives, limits, or disclaims any right or remedy that cannot be waived, limited, or disclaimed under applicable consumer-protection law, including the Minnesota Consumer Fraud Act (Minn. Stat. § 325F.69) and related statutes, or the federal Magnuson-Moss Warranty Act. Where a provision of these Terms is limited or prohibited as applied to consumers, that provision applies to consumers only to the maximum extent permitted by law and otherwise applies in full to Commercial Clients. Provisions expressly designated in these Terms for Commercial Clients do not apply to consumers.

SECTION 1.5 - Changes to These Terms

We may update these Terms from time to time, but only on a going-forward (prospective) basis. The version of the Terms you accepted, or that was in effect when your order was accepted, governs that order; later changes do not retroactively alter an accepted order. For material changes, we will provide at least thirty (30) days' advance notice before the change takes effect (for example, by email, by a notice on an invoice, or by a notice on our website). If you continue to use our Services or Products after a change takes effect, you accept the updated Terms for new orders. We archive prior versions of these Terms and will provide the version applicable to your order on request.

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 refund or account credit equal to twenty percent (20%) of the price of the affected Service(s), in addition to not being charged for any Service(s) that were not performed. 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.

SECTION 3.1 - Order of Precedence

If there is a conflict among the documents that make up the Agreement, the following order of precedence controls, from highest to lowest: (i) a signed, Service-specific agreement, disclosure, or addendum (such as a signed Truth-in-Lending disclosure for a Payment Plan under Chapter 20, or a signed commercial hardware addendum); (ii) the quote or order accepted at Booking; and (iii) these Terms. As between these Service Terms and Smart Cloud's general Terms of Use, these Service Terms control for any dispute relating to Services or Products.

Payment is due upon completion of the Services or delivery of the Products (C.O.D.), unless the invoice states a different due date or Smart Cloud has agreed in writing to net or deferred payment terms. The due date stated on the invoice controls. Net or deferred payment terms apply only where Smart Cloud has agreed to them in writing. The full amount of an invoice is due and payable by its due date in a single payment unless and until the Client has entered into an accepted Payment Plan for that invoice in accordance with Chapter 20; the mere availability or offer of a Payment Plan does not extend or otherwise alter the invoice's 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. If an amount is not paid in full by its due date, Smart Cloud may charge a single late fee on that invoice, beginning after a grace period of seven (7) days following the due date. The late fee is five percent (5%) of the past-due amount or thirty-five dollars ($35.00), whichever is less. "Past-due amount" means the unpaid balance of the invoice at the time the fee is charged, not the original invoice total. The late fee is a one-time charge per invoice; it does not recur, it does not compound, and no interest or finance charge accrues on any past-due amount. Where the Client has an accepted Payment Plan, the late fee is calculated per missed installment rather than per invoice, on the same seven (7)-day grace period. A late fee will not be charged on an amount that is the subject of a pending payment dispute for so long as that dispute remains open. 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. These payment terms do not create, and Smart Cloud does not retain, any security interest in any Product, device, or other property of the Client.

Credit cards and debit cards are accepted only at Smart Cloud's discretion. 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 8.1 - 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 8.2 - 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 8.3 - 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 may deny a warranty claim only if: (i) the Approved Part has been replaced, removed, or transferred to another device; (ii) the Broken Device has been lost, stolen, or damaged by misuse (including drops, liquid damage, malware, or the use of non-genuine, remanufactured, or incompatible third-party parts, consumables, or accessories); (iii) the claimed malfunction is unrelated to the Approved Part (for example, a separate component failure or an underlying manufacturer defect under Section 19.7); (iv) the Broken Device no longer contains any Smart Cloud Approved Part; or (v) the warranty period or other conditions in this Section are not met. For Residential/consumer Clients, nothing in this Section limits any right or remedy that cannot be limited under applicable law (see Section 1.4). 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.

SECTION 8.4 - Disclaimer of Other Warranties

FOR COMMERCIAL CLIENTS: EXCEPT FOR THE WARRANTIES SET FORTH IN THIS CHAPTER AND ANY APPLICABLE EXPRESS MANUFACTURER'S WARRANTY FOR ANY PRODUCT, SMART CLOUD DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY — WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE — TO THE FULLEST EXTENT PERMITTED BY LAW.

For Residential/consumer Clients: Smart Cloud does not disclaim implied warranties on consumer products that it warrants in writing. Instead, any implied warranties on such products — including the implied warranties of merchantability and fitness for a particular purpose — are limited in duration to the duration of the applicable written warranty in this Chapter (sixty (60) days for the 60-Day Service Limited Warranty; for the Limited Lifetime Parts Warranty, the applicable lifetime period), except where applicable law does not allow such a limitation. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

Except as provided in this paragraph, Smart Cloud's total 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 the Services or Products giving rise to the claim. This limitation does not apply to, and does not cap, Smart Cloud's liability for personal injury or for physical damage to a Residential Client's real or personal property at the Client's premises caused by Smart Cloud. Subject to the foregoing, 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. The exclusion of consequential, indirect, and punitive damages does not apply to liability arising from Smart Cloud's gross negligence or willful misconduct, and the exclusions and limitations in this paragraph apply only to the extent permitted by applicable law.

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. EXCEPT WHERE BACKUP IS A SERVICE SMART CLOUD WAS ENGAGED TO PERFORM (SEE THE PARAGRAPH BELOW), WE WILL NOT BE LIABLE FOR CLIENT'S FAILURE TO PROTECT OR BACK UP ITS FILES, NOR 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.

Backup as a paid Service. Where a Residential/consumer Client has engaged Smart Cloud to perform data backup as a Service, Smart Cloud remains responsible for performing that backup Service with reasonable care, and the data-loss disclaimer above does not relieve Smart Cloud of liability for failing to perform that paid backup Service. This does not make Smart Cloud responsible for data loss caused by device error, malfunction, or failure unrelated to the backup Service it was engaged to perform. For Commercial Clients, 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.

SECTION 8.5 - Warranty Service Suspended and Tolled During Delinquency (Commercial Clients)

FOR COMMERCIAL CLIENTS: FOR ANY PERIOD DURING WHICH AN INVOICE OF THE COMMERCIAL CLIENT IS PAST DUE, SMART CLOUD'S OWN EXPRESS WARRANTY OBLIGATIONS UNDER THIS CHAPTER 8 — INCLUDING THE 60-DAY SERVICE LIMITED WARRANTY IN SECTION 8.1 — MAY BE SUSPENDED, AND THE APPLICABLE WARRANTY PERIOD IS AUTOMATICALLY PAUSED (TOLLED). SUSPENSION AND TOLLING ARE NOT A FORFEITURE OR VOIDING OF THE WARRANTY; WARRANTY SERVICE AND THE REMAINING WARRANTY PERIOD RESUME WHEN NO INVOICE REMAINS PAST DUE.

(This Section applies only to Commercial Clients; it does not apply to Residential or other consumer Clients — see the "Consumers" paragraph at the end of this Section and Section 1.4.)

Definitions. This Section 8.5 applies only to Commercial Clients. As used in this Section: an invoice is "past due" when it has not been paid in full by its due date under Chapter 4 and the seven (7)-day grace period following that due date has elapsed; the first day after that grace period is that invoice's "Delinquency Date." A past-due invoice is "paid in full" when Smart Cloud has received and successfully processed payment of that invoice's outstanding balance, including any late fee charged on it under Chapter 4. "Warranty service" means Smart Cloud's performance of its own express warranty obligations under this Chapter 8 (for example, the reperformance, refund, or credit described in Section 8.1). An invoice for which the Commercial Client has an accepted Payment Plan under Chapter 20 is not treated as past due under this Section for so long as the Commercial Client remains current on all amounts due under that Payment Plan (each installment subject to the same seven (7)-day grace as in Chapter 4) and the Payment Plan is not in default under Section 20.7. If a payment is later reversed, dishonored, or charged back, the affected invoice is treated as never having been paid in full and again becomes past due as of its original Delinquency Date.

Suspension. While any invoice of the Commercial Client is past due, Smart Cloud may decline or defer warranty service under this Chapter 8 for so long as the past-due condition continues. Suspension is a right Smart Cloud may exercise but need not exercise; Smart Cloud's performance of some or all warranty service during a past-due period is a matter of grace and does not waive tolling for any other period or Smart Cloud's right to suspend on any other occasion. Suspension does not cancel, void, or forfeit the warranty. This suspension-and-tolling mechanic is separate from, and in addition to, the void conditions in Section 8.1, which continue to apply on their own terms; nothing in this Section creates a new basis for voiding a warranty.

Tolling. Any warranty period that is running when an invoice becomes past due — including the sixty (60)-day claim period under Section 8.1 — is automatically tolled (paused), whether or not Smart Cloud also elects to decline or defer warranty service. Tolling begins as of the Delinquency Date (or, where more than one invoice is past due, as of the earliest Delinquency Date after which at least one invoice has remained continuously past due) and continues until no invoice of the Commercial Client remains past due. The warranty period then resumes running on the earlier of (i) the date no invoice remains past due (including because the invoice has been brought under an accepted, non-defaulted Payment Plan under Chapter 20) or (ii) the date the past-due balance is paid in full, and the Commercial Client then has the same number of days that remained in the period when tolling began. If a Payment Plan later defaults under Section 20.7, the underlying invoice is again past due as of the plan's default date, which becomes a new Delinquency Date, and the Commercial Client retains the number of warranty days that remained when tolling last resumed. Tolling extends only the time within which a warranty claim may be made; it does not increase the number of warranty claims permitted, and the one-claim-per-install limit and all other conditions of Section 8.1 continue to apply without modification. The sixty (60)-day period in Section 8.1 is a condition to warranty coverage and a contractual requirement to submit a warranty claim; it is not, and shall not be construed as, an agreed reduction of any statutory period of limitations. Tolling under this Section extends only that contractual claim-submission period and does not reduce, extend, or otherwise alter any statutory limitations period.

Good-faith disputes. An invoice is not treated as past due under this Section to the extent that, by its Delinquency Date, the Commercial Client has (i) paid the undisputed portion of the invoice in full and (ii) notified Smart Cloud in writing of a specific, good-faith dispute as to the remaining balance. Suspension and tolling then apply to the disputed amount only if and when it is finally determined to be owed and remains unpaid.

Written notice. When an invoice becomes past due such that warranty service may be suspended and/or the warranty period is tolled under this Section, Smart Cloud will provide written notice to the Commercial Client — for example, by email to the address on file, by a notice on an invoice, or through the Client portal — within ten (10) business days after the Delinquency Date. The notice will identify the past-due invoice, state that warranty service may be suspended and that the applicable warranty period is tolled as of the Delinquency Date, and state that both will resume when no invoice remains past due. Tolling takes effect automatically as of the Delinquency Date regardless of when the notice is sent.

Manufacturer and third-party warranties. This Section does not suspend, toll, or otherwise affect any manufacturer's or other third-party warranty, which is governed by its own terms.

Relationship to other provisions. Nothing in this Section limits or replaces Smart Cloud's right under Chapter 4 to cease providing Services or Products for non-payment; suspending warranty service under this Section is one exercise of Smart Cloud's rights and is without prejudice to its other rights and remedies. Consistent with Chapter 4 and Section 20.9, this Section does not create, and Smart Cloud does not retain, any security interest in any Product, device, or other property of the Client. For the avoidance of doubt, nothing in this Section limits, waives, or affects Smart Cloud's statutory lien or right to withhold property under Chapter 16 or any remedy under Section 20.7. Suspension of warranty service does not entitle the Commercial Client to withhold, offset, or reduce any amount owed and does not modify the Commercial Client's independent payment obligations under Chapter 4 (and, for a Commercial Client enrolled in a Payment Plan, those described in Section 20.10). This Section is enforceable as an agreed suspension of performance and tolling under these Terms regardless of whether Article 2 of the Uniform Commercial Code or common-law contract principles govern the applicable warranty.

Consumers. This Section 8.5 is expressly designated for Commercial Clients and does not apply to Residential or other consumer Clients. Consistent with Section 1.4, nothing in this Section waives, limits, shortens, or disclaims any warranty (including any implied warranty), right, or remedy of a consumer that cannot be waived, limited, or disclaimed under applicable law, including the federal Magnuson-Moss Warranty Act and the Minnesota Consumer Fraud Act (Minn. Stat. § 325F.69). Smart Cloud does not condition, suspend, or toll any consumer's warranty on the status of that consumer's account, and Smart Cloud's right under Chapter 4 to cease providing Services or Products for non-payment does not extend to suspending or tolling a consumer's warranty service on account of that consumer's account status.

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 these Terms or the Agreement are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. Subject to the agreement to arbitrate below, and except for the matters carved out in Section 10.4, the Parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Minnesota for any permitted court proceeding, and each Party hereby consents to the jurisdiction of such courts.

SECTION 10.1 - Agreement to Arbitrate

Except as provided in this Chapter, any dispute, claim, or controversy arising out of or relating to these Terms, the Agreement, the Services, or the Products (a "Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for Residential/consumer Clients) or its Commercial Arbitration Rules (for Commercial Clients), as then in effect. The arbitration will be conducted by a single arbitrator, seated in Minnesota, and may be conducted by telephone or videoconference, on written submissions, or in person in the county where a Residential Client resides. The arbitrator decides all issues, except that a court — not the arbitrator — decides the enforceability, scope, and validity of the class-action waiver in Section 10.2. This Chapter is governed by the Federal Arbitration Act.

SECTION 10.2 - Jury-Trial and Class-Action Waivers

YOU AND SMART CLOUD WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR PRESIDE OVER THE CLAIMS OF MORE THAN ONE PERSON.

Class-waiver blow-up. If the class-action waiver in Section 10.2 is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that one) will be severed from the arbitration and brought in a court of competent jurisdiction in Minnesota, while all other claims will continue to be resolved in arbitration. The jury-trial waiver survives in any court proceeding to the extent permitted by law.

SECTION 10.3 - 30-Day Right to Opt Out

You may opt out of the agreement to arbitrate in Sections 10.1 and 10.2 within thirty (30) days after you first accept these Terms by sending written notice to support@smartcloudmn.com that includes your name, the account or invoice involved, and a clear statement that you decline arbitration. Opting out affects only the agreement to arbitrate; it does not affect any other part of these Terms, and Smart Cloud will not refuse service or retaliate because you opt out. If you opt out, Disputes proceed in the courts identified in Section 10.4.

SECTION 10.4 - Small Claims and Court Carve-Out

Either Party may bring an individual claim in small-claims court if the claim qualifies and remains in that court. In addition, notwithstanding the agreement to arbitrate, either Party may bring an action in the state or federal courts located in Minnesota solely to: (i) compel, support, or enforce arbitration, or to confirm, modify, vacate, or enter judgment on an arbitration award; or (ii) seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights or the breach of confidentiality obligations. Seeking such relief is not a waiver of the right to arbitrate.

SECTION 10.5 - Arbitration Fees

For Residential/consumer Clients, Smart Cloud will pay any arbitration filing, administration, and arbitrator fees that exceed what the consumer would have paid to file the same claim in court, as required by the AAA Consumer Arbitration Rules and applicable law. Each Party otherwise bears its own attorneys' fees and costs, except as provided in Chapter 11 or by applicable law. For Commercial Clients, arbitration fees are allocated under the AAA Commercial Arbitration Rules.

SECTION 10.6 - Time to Bring Claims

To the extent permitted by law, any claim arising out of or relating to these Terms, the Agreement, the Services, or the Products must be brought within one (1) year after the claim accrued, or it is permanently barred. This one-year limitation does not apply to a Residential/consumer Client where, and to the extent that, applicable law prohibits shortening the limitations period.

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. For Commercial Clients, the 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. For Residential/consumer Clients, this indemnity is limited to claims arising from the consumer's own unlawful or grossly negligent acts or omissions, including a failure to secure or make safe the premises for an on-site visit; a consumer otherwise has no obligation to indemnify Smart Cloud, and nothing in this Chapter requires a consumer to indemnify Smart Cloud for Smart Cloud's own acts, omissions, or business dealings.

SECTION 12.1 - 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 12.2 - 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, Smart Cloud's standard Service Zone boundaries (defined in Section 12.4) are temporarily reduced for safety: Zone 1 is reduced to 0-25 miles, Zone 2 to 26-40 miles, and the Trip Surcharge zone (Zone 3) begins at 41+ miles rather than 51+. If a Client's location shifts into a higher zone during a Winter Event, that zone's rate applies — including the Trip Surcharge for locations 41 miles or more from Smart Cloud's Forest Lake, MN office — regardless of the Client's standard Zone designation.
• (b) Snow and Ice Clearing: In addition to the Safe Parking requirements set forth in Section 12.1, 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 12.1.

SECTION 12.3 - 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.

SECTION 12.4 - Service Zones and Trip Surcharge

Smart Cloud measures service distance as driving distance from its Forest Lake, MN office and assigns each location to a Service Zone: Zone 1 (0-35 miles), Zone 2 (36-50 miles), and Zone 3 (51+ miles). Locations in Zones 1 and 2 are not charged a trip fee. Locations in Zone 3 are subject to a Trip Surcharge, quoted per visit with a minimum of forty-five dollars ($45.00), billed separately and not deducted from any Home Membership credit balance. On-site hourly service carries a per-visit minimum that varies by Zone: one (1) hour in Zone 1, and one and one-half (1.5) hours in Zones 2 and 3 (Zone 3 visits are additionally subject to the Trip Surcharge). You can check your Service Zone using the address tool during online enrollment at https://www.smartcloudmn.com. These boundaries are temporarily reduced during a Winter Event as described in Section 12.2.

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 14.1 - 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 14.2 - Brief Support

Home Members may solicit Smart Cloud for limited technical assistance during the Home Membership Term ("Brief Support"). For Commercial Clients, the Member expressly assumes all associated risks and liabilities, and Smart Cloud disclaims any liability for damage to the Member's device incurred during such Brief Support sessions. For Residential/consumer Members, by requesting Brief Support the Member acknowledges and gives informed consent to the known risks inherent in hands-on technical assistance; this consent is not a release of Smart Cloud's liability for its own gross negligence or willful misconduct, does not waive any right that cannot be waived under applicable law, and does not displace Smart Cloud's responsibilities under Chapter 8.

SECTION 14.3 - 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 14.4 - 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 is billed at a per-visit minimum that varies by Service Zone — one (1) hour in Zone 1 and one and one-half (1.5) hours in Zones 2 and 3 (see Section 12.4); Remote Support is billed at a minimum of thirty (30) minutes; 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 Zone 3 (51+ miles; see Section 12.4), the Trip Surcharge is billed separately (or added to an overage invoice) and is not deducted from the annual credit balance.

SECTION 14.5 - 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 14.8; and 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 14.4), with payment 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 14.5A - Membership Upgrades and Tier Changes

Home Members on the Basic or Premium tier may request to upgrade to a higher tier during their Home Membership Term. Upgrades are prorated: the Home Member pays the difference between their current and new tier for the remainder of the then-current Term, and the higher tier's annual allocation fund is adjusted accordingly. The Premium Plus tier is the highest tier offered and is not eligible for upgrade.

Upgrade Eligibility Near Renewal: To preserve the integrity of the annual allocation, a Home Member may not upgrade their tier when both of the following are true: (i) their current Hourly Support Credit allocation — including any permitted overrun or Advanced Allocation — is fully depleted; and (ii) the upgrade is requested within four (4) months of the Home Member's annual renewal date. In such cases, the Home Member may upgrade upon renewal, when a fresh allocation is issued. This restriction does not apply earlier in the Term, nor when the Home Member retains an available credit balance.

SECTION 14.6 - 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 14.5.

SECTION 14.7 - 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 14.8 - 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: You may cancel your Home Membership at any time. Cancelling stops your membership from renewing and ends recurring billing going forward; it does not entitle you to a prorated or partial refund of amounts already paid, and your benefits continue through the end of the period you have paid for. If you are on monthly billing and cancel before the end of your initial one-year term, the remaining monthly payments for that committed year remain due, as described under "Monthly Payment Commitment" below. You may cancel online, on your own and without assistance, through your account in the Smart Cloud Customer Portal; Smart Cloud makes online cancellation at least as easy as enrollment. You may also cancel by emailing billing@smartcloudmn.com or by calling 651-240-4313. To prevent an upcoming automatic renewal, we ask for at least fourteen (14) business days' notice before the annual renewal date so we can stop the charge in time; a request made after that point will still cancel future renewals. If you contact Smart Cloud to cancel, Smart Cloud will not present a retention or 'save' offer unless you give permission for it after you have asked to cancel, and nothing in these Terms constitutes your advance consent to any such retention offer.

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 14.9 - Renewals and Automatic Payments

AUTOMATIC RENEWAL DISCLOSURE: YOUR HOME MEMBERSHIP AUTOMATICALLY RENEWS. UNLESS YOU CANCEL, SMART CLOUD WILL AUTOMATICALLY RENEW YOUR MEMBERSHIP AT THE END OF EACH TERM AND CHARGE YOUR SAVED PAYMENT METHOD THE THEN-CURRENT RENEWAL PRICE — THE FULL ANNUAL AMOUNT FOR ANNUAL BILLING, OR THE RECURRING MONTHLY PAYMENT FOR MONTHLY BILLING — ON A RECURRING BASIS UNTIL YOU CANCEL. YOU MAY CANCEL AT ANY TIME AS DESCRIBED IN SECTION 14.8.

Automatic Renewal and Payment: All Home Memberships, whether billed annually or monthly, are for a minimum one (1) year term and automatically renew upon the expiration of the Home Membership Term. Smart Cloud presents the automatic-renewal disclosure above to you clearly and conspicuously at enrollment, and you must affirmatively agree to the automatic renewal — separately from your acceptance of other terms — before your first charge. By enrolling, you authorize 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 you provided to Smart Cloud (as further detailed in CHAPTER 4 - PAYMENT TERMS AND CREDIT CARD PROCESSING). Smart Cloud will send you, in a form you can retain, an acknowledgment of your enrollment stating the membership purchased, the renewal price, the billing cadence, and how to cancel. This automatic payment process continues unless the Home Member provides Smart Cloud with notice of non-renewal in accordance with Section 14.8.

Renewal Reminders: For each annual renewal, Smart Cloud will send the Home Member a reminder notice approximately forty-five (45) days before, and again approximately thirty (30) days before, the renewal charge is made, identifying the renewal date, the renewal price, and how to cancel. The disclosures, affirmative consent, retainable acknowledgment, reminders, and cancellation rights in Sections 14.8 and 14.9 are intended to comply with Minnesota's automatic-renewal law (Minn. Stat. §§ 325G.56–325G.62).

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 renewal payment is declined, the Home Member will receive an email notification, and Smart Cloud's payment processor (Stripe) will automatically retry the payment over a period of several days using its standard retry logic. If the payment remains unsuccessful after those automatic retries are exhausted, 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 14.10 - 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 14.9. 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.

SECTION 14.11 - Refer-a-Friend Referral Program

Smart Cloud offers a referral program (the "Refer-a-Friend Program") through which an existing Home Member in good standing (the "Referring Member") may share a unique referral link or code with a prospective customer (the "Referred Party"). When a Referred Party enrolls in a qualifying Home Membership using that referral link or code, both parties may receive the promotional benefits described below. Participation in the Refer-a-Friend Program is subject to the following terms, and Smart Cloud reserves the right to modify, suspend, or terminate the program, or any individual's participation, at any time and without notice.

• (a) Referred Party Discount (the "Give"): A Referred Party who enrolls in a new, paid Home Membership using a valid referral link or code receives a one-time discount on their first Home Membership Term of fifty dollars ($50.00) for the Premium or Premium Plus tier, or thirty dollars ($30.00) for the Basic tier. The discount is applied to the first Home Membership invoice only and does not apply to renewals, add-ons, or any other Smart Cloud Service or Product.
• (b) Referring Member Credit (the "Get"): Upon the Referred Party's successful enrollment and completion of their first Home Membership payment, the Referring Member receives a fifty dollar ($50.00) promotional account credit, regardless of the membership tier selected by the Referred Party. The credit is applied automatically to the Referring Member's next Smart Cloud invoice, beginning with their Home Membership renewal.
• (c) Annual Cap: A Referring Member may earn a maximum of three hundred dollars ($300.00) in referral credit per rolling twelve (12) month period. Qualified referrals that would cause this cap to be exceeded do not accrue additional credit.
• (d) Eligibility and Qualification: The Referred Party must be a new customer who has not previously held a Home Membership and who does not reside in the same household as the Referring Member. The referral must be attributed at the time of enrollment through the referral link or code; credit cannot be applied retroactively. A referral is deemed qualified only after the Referred Party's first payment has cleared and any applicable cancellation or refund period has elapsed.
• (e) Nature of Credit: All promotional credit issued under the Refer-a-Friend Program is non-cash, non-transferable, has no cash value, is applicable to Smart Cloud Services only, and expires twelve (12) months after the date of issuance if not used. Promotional credit is forfeited upon cancellation, non-renewal, or lapse of the Referring Member's Home Membership.
• (f) Abuse and Discretion: Self-referrals, referrals of fictitious persons, duplicate or fraudulent accounts, and any use of the program that Smart Cloud determines in its sole discretion to be abusive or inconsistent with the intent of the program are prohibited and may result in the reversal of any credit issued and termination of program eligibility. The Refer-a-Friend Program may not be combined with other promotional offers except as expressly permitted by Smart Cloud.

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 15, shall not apply to the repair benefit which is offered as part of the Smart Cloud Residential Membership(s).

Smart Cloud may claim a lien on a device or Product in its possession for the agreed or reasonable value of the labor, skill, materials, and storage furnished in connection with it, as provided by Minnesota law (Minn. Stat. §§ 514.18–514.22). If the Client fails to pick up the device or Product, respond to Smart Cloud's requests regarding it, pay the amounts due, or otherwise arrange for its return after repeated efforts by Smart Cloud to contact the Client, and the device or Product remains unclaimed for more than thirty (30) calendar days following the completion of repairs (or the date the device was ready for return), Smart Cloud may enforce its lien by sale only in accordance with the notice and procedure required by Minn. Stat. §§ 514.18–514.22, which includes written notice to the Client and a public sale conducted by the sheriff. Smart Cloud will apply the proceeds of any such sale first to the costs of the sale and then to the amounts secured by the lien; any surplus will be handled as required by law. Smart Cloud will not dispose of or sell the device or Product except as that statute permits.

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. For Commercial Clients, notwithstanding Chapter 8 of this Agreement, by consenting to any service the Client unconditionally acknowledges and assumes full responsibility for any associated risks. For Residential/consumer Clients, by consenting to any service the Client acknowledges and gives informed consent to the known risks described above; this acknowledgment is not a release of Smart Cloud's liability for its own gross negligence or willful misconduct, does not waive any right that cannot be waived under applicable law, and does not displace Smart Cloud's responsibilities under Chapter 8.

This Chapter 19 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 19.1 - Use of Parts

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

SECTION 19.2 - 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 19.3 - Safekeeping

Without prejudice to and/or in addition to the warranties set out under Chapter 8, 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 19.4 - Meta-Data

The Client understands and agrees that, in connection with mobile device service, Smart Cloud may collect device identifiers to record which Device was serviced and to assist with diagnosis and the repair process. The information collected from the Device is limited to: Device phone number, Device model number, Device IMEI, and Device serial number. This information is used solely by Smart Cloud to provide and improve the Services; it may be processed by Smart Cloud's trusted service providers (for example, our CRM/ticketing, payment, and cloud-hosting vendors such as ConnectWise, Stripe, and Microsoft Azure) acting on Smart Cloud's behalf and under confidentiality obligations. Smart Cloud does not sell this information and will not otherwise distribute it without the Client's consent.

SECTION 19.5 - 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 accepts and assumes this known risk; for Residential/consumer Clients this is an informed consent to the known risk described above and is not a release of Smart Cloud's liability for its own gross negligence or willful misconduct, nor a waiver of any right that cannot be waived under applicable law.

SECTION 19.6 - 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 accepts and assumes this known risk; for Residential/consumer Clients this is an informed consent to the known risk described above and is not a release of Smart Cloud's liability for its own gross negligence or willful misconduct, nor a waiver of any right that cannot be waived under applicable law.

SECTION 19.7 - 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. For Residential/consumer Clients, this Section does not waive or limit any right or remedy that cannot be waived or limited under applicable law (see Section 1.4).

SECTION 19.8 - 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. For Residential/consumer Clients, this Section does not waive or limit any right or remedy that cannot be waived or limited under applicable law (see Section 1.4).

SECTION 19.9 - 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 pay a qualifying invoice in installments over a single three (3)-month term (the "Payment Plan"). Eligible Clients are (i) Clients who maintain an active Home Membership in good standing and (ii) Commercial Clients whose account is in good standing, in each case as described in Section 20.1. The Payment Plan is a no-credit-check payment arrangement offered as a convenience to make larger repairs, installations, projects, commercial account balances, and Home Membership balances more manageable; it is not a loan made for profit. There is no finance charge of any kind — no interest, no deferred billing fee, and no administrative or processing fee — so the total the Client pays under a Payment Plan equals the invoice balance, nothing more. Participation is at Smart Cloud's sole discretion and is governed by this Chapter, the payment-arrangement confirmation the Client signs at origination, and all other applicable Terms. In the event of a conflict between the signed confirmation and this Chapter, the signed confirmation controls with respect to the specific Payment Plan it describes.

SECTION 20.1 - Eligibility

To qualify for a Payment Plan, the Client must:

• (a) Be (i) for a household Client, a natural person at least eighteen (18) years of age, or (ii) for a Commercial Client, a duly organized entity acting through an authorized representative (or a sole proprietor who is a natural person at least eighteen (18) years of age); and in each case be located or resident in the United States;
• (b) At the time of enrollment, either (i) maintain an active Home Membership in good standing (available to Residential Clients and other households that hold a Home Membership under Chapter 14), or (ii) be a Commercial Client whose account is in good standing (meaning no invoice is past due, as defined in Section 8.5, other than any invoice that is itself the subject of the Payment Plan being requested). A Payment Plan is available only to a Client who satisfies clause (i) or clause (ii);
• (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 4;
• (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 payment-arrangement confirmation described in Section 20.5 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 Home Membership status (for household Clients) or account standing (for Commercial Clients) is the primary eligibility criterion in place of a consumer credit check. Smart Cloud reserves the right to deny enrollment in a Payment Plan for any reason and at any time.

SECTION 20.2 - The Plan: Term, Down Payment, and Installments

There is one Payment Plan: a single three (3)-month term, paid in no more than four (4) installments (an optional down payment plus up to three equal monthly installments). There is no finance charge of any kind — no interest, no deferred billing fee, and no administrative or processing fee. The Annual Percentage Rate is 0.00%, and the total of the Client's payments equals the invoice balance.

• (a) Term: Three (3) months. This is the only Payment Plan term offered.
• (b) Down Payment: A down payment is required and is collected when the Payment Plan is created. The Client may elect any down payment from a minimum of fifteen percent (15%) up to one hundred percent (100%) of the invoice balance; Smart Cloud's default suggested down payment is twenty percent (20%). The down payment is applied to the invoice balance and is not an additional charge.
• (c) Installments: After any down payment, the remaining invoice balance is divided into equal monthly installments over the three-month term. The total of the down payment and all installments equals the invoice balance — nothing more is charged.

SECTION 20.3 - 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 the down payment, if any. The down payment is applied as a payment against the original ConnectWise invoice, reducing its outstanding balance. The remaining balance (the "Plan Balance") is tracked on a Smart Cloud payment-plan record and is paid in equal monthly installments under Section 20.4. No fee or interest is added at any point.

SECTION 20.4 - Payment Schedule and Automatic Payments

The Plan Balance is divided into equal monthly installments over the three-month 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 Plan Balance.

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, until the Plan Balance 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 20.5 - Payment-Arrangement Confirmation and Electronic Signature

Before the Payment Plan begins, the Client is shown a written payment-arrangement confirmation listing the invoice balance, any down payment, the number and amount of the installments, the due dates, and the total of payments (which equals the invoice balance, because there is no finance charge). The Client electronically signs this confirmation and affirmatively consents to conduct business electronically under Chapter 1. By signing, the Client agrees to the payment schedule and confirms that the electronic signature has the same legal effect as a handwritten signature on a paper document. A signed copy of the confirmation, together with an audit record, is retained by Smart Cloud and emailed to the Client at the email address on file. Because the Payment Plan carries no finance charge, no federal Truth-in-Lending Act disclosure is required; if Smart Cloud provides a Truth-in-Lending-style disclosure as a courtesy, it will show an Annual Percentage Rate and a Finance Charge of zero.

SECTION 20.6 - Late Payments, Declined Payments, and Deferral Requests

Late Fee. A late fee may be assessed for any installment not received by its scheduled due date, beginning after a grace period of seven (7) days following that due date. The late fee is five percent (5%) of the missed installment amount or thirty-five dollars ($35.00), whichever is less, or the maximum amount permitted by applicable law if that is lower. The fee is charged once per missed installment; it does not recur on the same installment and it does not compound. Consistent with Chapter 4 and with Section 20.1, no interest and no finance charge accrues on any past-due amount under a Payment Plan. A late fee will not be charged on an installment that is the subject of a pending payment dispute for so long as that dispute remains open.

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 20.7 - 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 payment-arrangement confirmation, the Payment Plan shall be deemed in default. Upon default, the entire remaining Plan Balance, together with any accrued late 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 16, 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 11.

SECTION 20.8 - Prepayment (No Penalty)

The Client may pay the remaining Plan Balance in full at any time by contacting Smart Cloud. Upon successful early payoff, any recurring installment billing is cancelled and the payment-plan record is closed. Because the Payment Plan carries no finance charge, interest, or fee, there is nothing to refund, rebate, or pro-rate on early payoff, and no prepayment penalty of any kind is assessed.

SECTION 20.9 - 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 payment-arrangement confirmation and these Terms.

SECTION 20.10 - Change in Eligibility Status, Warranties, and No Right of Offset

Eligibility for new Payment Plans requires, at the time of enrollment, either an active Home Membership in good standing or Commercial Client status with an account in good standing, as described in Section 20.1. If, during the term of an existing Payment Plan, the Client's Home Membership later lapses, cancels, or otherwise terminates, or a Commercial Client's account standing changes, 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 8. 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.

SECTION 20.11 - No Modification of Invoice Due Date Absent an Accepted Payment Plan

A Payment Plan is the only mechanism by which the due date of a qualifying invoice may be divided into installments or otherwise extended. The availability of, eligibility for, offer of, or discussion regarding a Payment Plan does not, by itself, modify, extend, suspend, or otherwise affect the due date of any invoice. Unless and until the Client completes enrollment in a Payment Plan — including electronically signing the payment-arrangement confirmation under Section 20.5 and remitting today's payment under Section 20.3 — the entire outstanding balance of the original invoice remains due and payable in full by its original due date in accordance with Chapter 4. If the Client declines, fails to accept, or does not complete enrollment in an offered Payment Plan, the invoice shall be treated as though no financing had been offered, and all consequences of non-payment under these Terms, including any late fee chargeable on past-due amounts under Chapter 4, shall apply as if the Payment Plan had never been offered.

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

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