Terms of Use

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://www.smartcloudmn.com website and all of its subdomains (the "Service") operated by Smart Cloud LLC ("us", "we", or "our").

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

The Service and its original content, features and functionality are and will remain the exclusive property of Smart Cloud LLC and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Smart Cloud LLC.

Third-Party Trademarks: All third-party trademarks, logos, and service marks displayed on the Smart Cloud LLC website are the property of their respective owners. The use of these trademarks is for informational, descriptive, and nominative-fair-use purposes only (to identify the products, brands, services, and platforms we support) and does not imply any endorsement, sponsorship, affiliation, certification, partnership, or authorized service-provider relationship with Smart Cloud LLC unless expressly stated in writing. Smart Cloud LLC does not claim ownership over any third-party trademarks. Unauthorized use of any third-party trademarks is strictly prohibited.

Apple Trademarks: Apple, the Apple logo, Mac, MacBook, MacBook Air, MacBook Pro, iMac, Mac mini, Mac Studio, Mac Pro, macOS, iPhone, iPad, iPad Pro, iPad Air, iPad mini, Apple Watch, AirPods, Apple TV, Apple TV+, HomePod, HomeKit, AirPlay, iCloud, Apple ID, App Store, Touch ID, Face ID, Tru Tone, Lightning, MagSafe, FaceTime, iMessage, iOS, iPadOS, watchOS, tvOS, and Siri are trademarks of Apple Inc., registered in the U.S. and other countries and regions.

Microsoft Trademarks: Microsoft, the Microsoft logo, Windows, Windows 10, Windows 11, Surface, Surface Pro, Surface Laptop, Microsoft 365, Office, Outlook, Hotmail, OneDrive, Edge, Bing, Xbox, Xbox One, Xbox Series X, Xbox Series S, Xbox Live, and Game Pass are trademarks of the Microsoft group of companies.

Google Trademarks: Google, the Google logo, Gmail, Google Drive, Google Workspace, Google Pixel, Pixel, Google Home, Google Nest, Nest, Chrome, Chromebook, ChromeOS, Chromecast, Android, YouTube, YouTube TV, Fitbit, and Google Assistant are trademarks of Google LLC.

Samsung Trademarks: Samsung, the Samsung logo, Galaxy, Galaxy S, Galaxy Note, Galaxy Tab, Galaxy Watch, Galaxy Buds, and SmartThings are trademarks or registered trademarks of Samsung Electronics Co., Ltd.

Amazon Trademarks: Amazon, the Amazon logo, Alexa, Echo, Fire TV, Fire Tablet, Kindle, Ring, Blink, eero, and Prime are trademarks of Amazon.com, Inc. or its affiliates. Eufy is a trademark of Anker Innovations Limited.

Gaming Trademarks: PlayStation, PS4, PS5, the “PS” family logo, DualShock, and DualSense are trademarks or registered trademarks of Sony Interactive Entertainment Inc. Nintendo, Nintendo Switch, Joy-Con, and the Nintendo logo are trademarks of Nintendo Co., Ltd. Steam, Steam Deck, and the Steam logo are trademarks of Valve Corporation.

Internet Service Provider, TV Provider & Telecom Trademarks: Xfinity, Comcast, the Comcast logo, and NBCUniversal are trademarks of Comcast Corporation. CenturyLink and the CenturyLink logo are trademarks of Lumen Technologies, Inc. T-Mobile, the T logo, Magenta, and the magenta color are registered trademarks of Deutsche Telekom AG. Verizon and the Verizon logo are trademarks of Verizon Trademark Services LLC. AT&T, the AT&T globe logo, and DirecTV are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Spectrum and Charter are trademarks of Charter Communications, Inc. Dish and Dish Network are trademarks of DISH Network L.L.C. USI is a trademark of U.S. Internet Corp.

Streaming, Software & Cloud Trademarks: Netflix is a trademark of Netflix, Inc. Hulu is a trademark of Hulu, LLC. Disney+ is a trademark of Disney Enterprises, Inc. Roku and the Roku logo are trademarks of Roku, Inc. Dropbox is a trademark of Dropbox, Inc. Yahoo and Yahoo Mail are trademarks of Yahoo Inc. Stripe is a trademark of Stripe, Inc. Cellhelmet and Liquid Glass are trademarks of cellhelmet, LLC. Ontrack is a registered trademark of KLDiscovery Inc. Malwarebytes is a registered trademark of Malwarebytes Corporation. Linux® is the registered trademark of Linus Torvalds in the U.S. and other countries.

Smart Home, Networking & Hardware Trademarks: Philips Hue is a trademark of Signify Holding. Ecobee is a trademark of ecobee Inc. Dell is a trademark of Dell Inc. HP is a trademark of HP Inc. Lenovo and ThinkPad are trademarks of Lenovo. ASUS is a trademark of ASUSTeK Computer Inc. Acer is a trademark of Acer Inc. Netgear is a trademark of NETGEAR, Inc. UPS is a registered trademark of United Parcel Service of America, Inc.

Other Trademarks: All other product names, service names, company names, brand names, and logos referenced on the Smart Cloud LLC website are the trademarks or registered trademarks of their respective owners and are used only to identify the products and services we support. Any omission of a trademark notice does not constitute a waiver of the applicable rights of the trademark owner.

Copyright: All content on the Smart Cloud LLC website, including text, graphics, images, and logos, is protected by copyright and other intellectual property laws. Unauthorized use of any content from the website is strictly prohibited without prior written permission from Smart Cloud LLC.

Use of Trademarks and Content: The use of any trademarks, copyrighted content, or other intellectual property from the Smart Cloud LLC website is governed by applicable intellectual property laws. Any unauthorized use is subject to legal action.

Any questions, comments, suggestions, ideas, feedback, or other information about the Service ("Submissions") provided by you to Smart Cloud LLC are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Our Service may contain links to third party web sites or services that are not owned or controlled by us.

We have no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

Occasionally there may be information on the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders or bookings if any information on the Service is inaccurate at any time without prior notice (including after you have submitted your order or booking request).

Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing.

Access to certain features of the Service, including the client portal, requires an account. User accounts are not created through open public registration on the website; rather, they are provisioned by Smart Cloud LLC through our internal client management system when you formally become a client.

Upon receiving your account credentials, you are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Smart Cloud LLC cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, or local law or regulation, including the laws of the State of Minnesota.
• In any way that causes, or may cause, damage to the Service or impairment of the availability, accessibility, or functionality of the website or our booking systems.
• To copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software.
• To conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to our Service without our express written consent.
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, our APIs, or any server, computer, or database connected to the Service.

When you purchase a Home Membership through our Service, your transaction is subject to additional terms provided at checkout, including our 'Home Membership Terms and Conditions.' By purchasing a membership, you agree to be bound by those specific terms, which operate in conjunction with this overarching agreement.

If you purchase a service or membership through the Service, you agree to provide current, complete, and accurate purchase and account information. All online payments are securely processed through a third-party payment processor (Stripe). Smart Cloud LLC does not collect, process, or store your full credit card information on our servers.

By submitting your payment information, you authorize us and our third-party payment processor to charge your designated payment method for the applicable fees, including recurring Home Membership fees, applicable Minnesota state and local taxes, and any other charges incurred in connection with your use of the Service. If a charge to your payment method fails or your account becomes past due, we reserve the right to suspend or terminate your access to services or memberships without liability.

We may terminate or suspend your access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Our subsidiaries, affiliates, and our licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

In no event shall we, nor our directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

You agree to defend, indemnify and hold harmless Smart Cloud LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, or b) a breach of these Terms. For consumers, this indemnity is limited to claims arising from the consumer's own unlawful or grossly negligent acts or omissions; a consumer otherwise has no obligation to indemnify Smart Cloud LLC, and nothing in this Section requires a consumer to indemnify Smart Cloud LLC for Smart Cloud's own acts, omissions, or business dealings.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

This Section mirrors the agreement to arbitrate in our Service Terms & Conditions; the two are intended to be read consistently.

Agreement to Arbitrate. Except as provided in this Section, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for consumers) or its Commercial Arbitration Rules (for business users), 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 consumer resides. The arbitrator decides all issues, except that a court — not the arbitrator — decides the enforceability, scope, and validity of the class-action waiver below. This Section is governed by the Federal Arbitration Act.

JURY-TRIAL & CLASS-ACTION WAIVERS: YOU AND SMART CLOUD LLC 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 is found unenforceable as to a particular claim or request for relief, then that claim or request (and only that one) will be severed and brought in a court of competent jurisdiction in Minnesota, while all other claims continue in arbitration. The jury-trial waiver survives in any court proceeding to the extent permitted by law.

30-Day Right to Opt Out. You may opt out of this agreement to arbitrate within thirty (30) days after you first accept these Terms by emailing support@smartcloudmn.com with your name, the account involved, and a clear statement that you decline arbitration. Opting out affects only the agreement to arbitrate, and Smart Cloud LLC will not refuse service or retaliate because you opt out.

Small Claims & Court Carve-Out. Either party may bring an individual claim in small-claims court if it qualifies and remains there. 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 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.

Arbitration Fees. For consumers, Smart Cloud LLC 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; otherwise each party bears its own attorneys' fees and costs except as applicable law provides. For business users, arbitration fees are allocated under the AAA Commercial Arbitration Rules.

These Terms shall be governed and construed in accordance with the laws of Minnesota, United States, without regard to its conflict-of-law provisions. Subject to the agreement to arbitrate in Section 16, the state and federal courts located in Minnesota have exclusive jurisdiction and venue over any permitted court proceeding, and each party consents to that jurisdiction.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

Entire Agreement & Order of Precedence. These Terms are the entire agreement between you and Smart Cloud LLC regarding your use of the Service (the website, the Portal, and related online features) and supersede any prior agreements regarding that use. Your purchase and receipt of IT services, repairs, hardware, Products, and memberships are separately governed by our Service Terms & Conditions. If there is a conflict between these Terms of Use and the Service Terms & Conditions, the Service Terms & Conditions control for any dispute relating to Services or Products, and these Terms of Use control for any dispute relating to your use of the Service.

We may update these Terms from time to time, but changes apply only on a going-forward (prospective) basis; the version in effect when you accepted governs until a change takes effect. If a revision is material, we will provide at least thirty (30) days' notice before the new terms take effect (for example, by email, by a notice on the Service, or by a notice on our website). We retain prior versions of these Terms and will provide the version applicable to you on request.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

The Smart Cloud Client Portal (the "Portal") is a feature of the Service made available to active clients. These Portal terms supplement the account terms in Section 7 (User Accounts) and the billing terms in Section 10 (Payments and Billing); in the event of a conflict, the more specific Portal term controls for your use of the Portal.

Authorized Users & Household Access: Your household account may include additional members whom you invite or authorize. Those members may be able to view account information, request service, view billing and history, and take other actions within the Portal. You are responsible for all activity under your account and that of anyone you authorize, you represent that you are authorized to share their information with us, and you agree to obtain their consent to receive communications related to the account.

Self-Service Actions Are Binding: Actions you (or your authorized users) take through the Portal — including booking, rescheduling, or canceling appointments; enrolling in, upgrading, downgrading, or canceling a membership; adding licenses or add-ons; updating contact, address, or billing details; and applying available credits — are authorized by you and are binding on your account. You may cancel a membership online through the Portal at any time, at least as easily as you enrolled; membership cancellation, renewal, and automatic-payment terms are set out in our Service Terms & Conditions (Chapter 14).

Saved Payment Methods & Automatic Payments: When you save a payment method or enable automatic payments in the Portal, you authorize Smart Cloud LLC and our payment processor (Stripe) to charge that payment method on a recurring and on-demand basis for membership fees, services you request, applicable Minnesota state and local taxes, add-ons, and any other charges incurred on your account, until you remove the payment method or cancel. Removing a card or disabling automatic payments does not waive amounts already owed.

Accuracy of Account Information: You agree to keep your contact, service-address, household, and billing information current and accurate. Service-area eligibility, scheduling, dispatch, and billing rely on this information, and we are not responsible for failed or delayed service resulting from inaccurate or outdated information.

Account Security: You are responsible for maintaining the confidentiality of your Portal credentials and for any use of your account, and you agree to notify us immediately of any unauthorized access. We may require additional verification (such as two-factor authentication) to access the Portal or to complete sensitive actions.

Electronic Records & Signatures: Authorizations, consents, and agreements you accept or submit through the Portal — including membership enrollment, cancellation, payment authorizations, and acceptance of these Terms — are electronic records and signatures that you agree are valid, binding, and enforceable to the fullest extent permitted by law. This supplements Section 6 (Electronic Communications).

Notifications: Through the Portal you may receive transactional communications about your account by email, SMS text message, or push notification (for example, appointment confirmations, billing notices, and request updates). Message and data rates may apply to text messages, and the handling of your information is described in our Privacy Policy.

Promotional Credits & Referral Rewards: Any account credits, including referral rewards, are promotional, have no cash value, are non-transferable, and may be applied only toward eligible Smart Cloud LLC charges. We may modify, expire, or revoke credits that were issued in error or obtained through fraud, abuse, or violation of these Terms or the applicable promotion terms. Referral rewards are also subject to the specific terms of the Refer-a-Friend program. Credits remaining when an account is closed are forfeited unless otherwise required by law.

Availability: The Portal is provided on an "as available" basis. We may add, change, suspend, or discontinue Portal features at any time, and the disclaimers and limitations in Sections 12 and 13 apply to your use of the Portal.

This Section describes Smart Cloud LLC's text messaging (SMS) program and supplements the Notifications terms in Section 19 (Customer Portal). By providing your mobile number and opting in — through our website, enrollment, the Client Portal, the appointment-booking flow, account activation, or by confirming a one-time passcode — you consent to receive text messages from Smart Cloud LLC at that number. Consent is not a condition of purchase.

Program description & message types: Our text messages are transactional and account-related. They include one-time passcodes (2FA) for verifying your identity and securing your account, appointment confirmations, reminders, and updates, billing and invoice notices, service-request and ticket updates, and direct replies from our team about your service. We do not send recurring marketing or promotional text campaigns under this program.

Message frequency: Message frequency varies based on your account activity and the requests you make (for example, when you book or change an appointment, receive an invoice, or request a security code).

Cost: Message and data rates may apply. These charges are billed by your mobile carrier and are your responsibility; Smart Cloud LLC does not charge for the text messages themselves.

How to get help: Reply HELP to any message for assistance, or contact us at support@smartcloudmn.com or 651-240-4313.

How to opt out: Reply STOP to any message at any time to unsubscribe from text messages. After you reply STOP, we will send a single confirmation message and will not send further texts unless you opt in again. You can also manage your contact preferences in the Client Portal or by contacting us. Opting out of texts does not affect email or phone communications and does not cancel your account or membership.

Carrier disclaimer: Carriers are not liable for delayed or undelivered messages. Message delivery is subject to your carrier's and device's availability, and we cannot guarantee that every message will be delivered.

Eligible numbers & changes: You represent that the mobile number you provide is yours or that you are authorized to enroll it, and you agree to keep it current. If your number is reassigned or transferred, you agree to opt out before giving it up. We may suspend or end the program, or change supported carriers or features, at any time.

Privacy: We do not sell or share your mobile information or SMS consent with third parties for their own marketing. Information collected through the program is handled as described in our Privacy Policy. Our messaging is delivered with the help of our messaging provider (Twilio) solely to operate this program.

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

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