Terms of Service

Effective Date: January 1, 1999

Last Updated: November 19, 2025

These Terms of Service ("Terms," "Agreement") govern your relationship with Xponential Technology Group, LLC d/b/a The MacGuys+ ("The MacGuys+," "we," "us," "our") and your use of our services and website located at https://www.themacguys.com/ ("Site").

By using our Site, engaging us for services, signing any Support Agreement, Statement of Work ("SOW"), Proposal, Quote, or otherwise authorizing services, you ("Client," "you," "your") agree to be bound by these Terms. If you do not agree, do not use our services.

1. Summary / Plain-Language Intent

We aim to provide excellent service, set clear expectations, and protect both you and us. These Terms explain how we work together, what is included, what is not, and how we handle service, liability, billing, compliance, and offboarding. We avoid legalese where possible, but we are precise and conservative where necessary.

2. Scope of Services

You are hiring The MacGuys+ to provide one or more of the following ("Services"):

IT Managed Services / vCIO, IT consulting, implementation, and project work, remote, on-site, and carry-in technical support, Compliance as a Service ("CaaS"), guidance on cybersecurity best practices, licensing and vendor management, Apple-centric device management and MDM configuration, update and patch management for supported systems, and other IT services defined in any Support Agreement or SOW.

Important Clarification: We Are Not a Managed Security Services Provider (MSSP)

We provide client-focused security guidance, tooling, configuration, and implementation of industry-recognized best practices. In certain cases, we may coordinate or facilitate access to advanced security services through vetted third-party partners and vendors.

Unless explicitly stated in a written Support Agreement or Statement of Work, The MacGuys+ does not:

Operate a 24/7 Security Operations Center (SOC)
Perform continuous real-time threat monitoring
Provide guaranteed incident response services
Conduct forensic investigations directly
Warrant or guarantee compliance or security outcomes

Our services are designed to strengthen your security posture and support compliance readiness. They do not replace the role of a dedicated Managed Security Services Provider (MSSP) unless such services are specifically contracted through our partners and documented in writing.

Security & Compliance Support We Do Provide

We may assist with deploying endpoint protection and hardening tools, implementing recommended best practices such as passwords, multifactor authentication, backups and patching, monitoring operating system and security baseline compliance, deploying MDM configuration profiles, providing guidance aligned with FTC Safeguards Rule, HIPAA, CMMC and similar frameworks, supporting audit readiness and evidence collection, and monitoring device compliance and posture. These services reduce risk but do not eliminate it. Only services explicitly listed in your Support Agreement or SOW are included.

3. Relationship to Support Agreements & SOWs

These Terms apply to all work we do unless a signed Support Agreement or SOW states otherwise. If there is a conflict, the Support Agreement or SOW controls for that specific project or service. No ongoing service obligations exist without a valid Support Agreement or written approval.

4. Compliance as a Service (CaaS)

Our CaaS program provides advisory, assessment, and implementation support for frameworks including the FTC Safeguards Rule, HIPAA, CMMC, CIS and NIST baselines via MDM, vendor risk reviews, security awareness training, and policy deployment. We do not draft or legally interpret client policies. You must provide system access, documentation, and reasonable cooperation. Compliance remains your responsibility. We do not certify compliance or guarantee regulatory outcomes. Failure to follow recommendations may result in non-compliance and The MacGuys+ will not be liable for such outcomes.

5. Service Levels & Good-Faith Support

The MacGuys+ does not guarantee fixed response or resolution times unless expressly stated in a written Support Agreement.

We operate on a best-effort basis guided by real-world urgency, business impact, and industry best practices. Our goal is always to respond professionally, efficiently, and with priority given to critical business-impacting issues.

Response priority is determined by factors such as system availability, security impact, and operational risk, rather than strictly by submission time.

No specific service level commitments exist unless documented in writing and signed by both parties.

6. Client Responsibilities

You agree to:

Provide accurate, complete, and timely information required for service
Provide reasonable and secure access to systems, devices, accounts, and documentation
Maintain valid licensing and ownership rights for all software and services under your control
Designate an authorized decision-maker for technical and business approvals
Follow reasonable security, compliance, and operational recommendations provided by The MacGuys+

You acknowledge and agree that you are responsible for the integrity, protection, and backup of your data unless a written Support Agreement expressly states otherwise.

Client agrees to comply with applicable privacy, data protection, and cybersecurity laws applicable to its business and industry. The MacGuys+ is not responsible for Client's internal privacy policies, disclosures, or legal obligations unless expressly stated in a written agreement.

The MacGuys+ is not responsible for service failures, data loss, security incidents, or operational impacts resulting from:

Delayed or denied system access
Inaccurate or withheld information
Rejected security or compliance recommendations
Unauthorized system changes made by Client personnel or third parties
End users being granted administrative or elevated access
Employee error, misuse, or intentional tampering
Actions taken by third-party vendors or service providers outside of our direct control
Failures or outages of third-party platforms, internet service providers, or cloud-based services

All information you provide will be treated as confidential in accordance with our Privacy Policy.

7. Website Use, Privacy & Cookies

Your use of the Site is governed by our Privacy Policy and Cookie Policy, available at:

Cookie Policy: https://www.themacguys.com/cookie-policy/

These policies are incorporated into these Terms by reference and form part of this Agreement.

By using the Site, you acknowledge that you have reviewed and agreed to these policies.

We may use essential, functional, performance, and analytics cookies to operate and improve the Site. By continuing to use the Site, you consent to our use of cookies as described in our Cookie Policy, except where consent is required by law and explicitly declined.

8. Term, Termination & Renewal

These Terms begin when you first use our Site or services.

8.1 Termination of Managed Services

Unless stated otherwise, managed services require sixty (60) days' written notice. Termination requests must be submitted through https://www.themacguys.com/cancellation_request/ or mailed to the address in Section 30.

8.2 Billing Cycle Alignment

If notice is given mid-billing cycle, the notice period begins on the first day of the next billing cycle. All invoices during the notice period are due. Clients must be current on all invoices before termination is processed.

8.3 Auto-Renewal

Managed services renew automatically unless notice is provided within the required window.

8.4 Effect of Termination

When terminated:

Services stop at the end of the notice period
Charges stop at that time
Prepaid fees are non-refundable
Unused hours, credits, or block time are forfeited

9. Fees, Billing & Payment

9.1 Billable Services

Unless included in your Support Agreement, the following are billable:

Support by phone, email, remote session, or ticket
On-site support (2-hour minimum)
In-shop support (1-hour minimum)
Troubleshooting, investigation, research
Vendor coordination
vCIO and consulting
Project work, migration, or implementation tasks

Project work is billed in 15-minute increments after the first hour.

9.2 Rates and Disputes

Invoices are due upon receipt. Disputes must be submitted in writing within seven (7) days, or the invoice is deemed accepted.

9.3 Payment Methods

Payments may be made by:

Credit card (monthly auto-billing)
Check (must be received by the due date; postmark does not count)

Late payments may incur late fees.

9.4 Automatic Price Adjustments

Contracts may increase annually by 5–8% to reflect vendor costs and inflation.

9.5 Diagnostic Fees and Project Deposits

Diagnostic fees apply to all hardware evaluations, regardless of whether service is approved.

A 50% deposit is required for most project work.

Special-order parts may require prepayment and may be non-returnable.

9.6 Overdue Accounts and Collections

Accounts over 90 days past due may be referred to collections. Client is responsible for all collection costs, administrative costs, and reasonable attorneys' fees.

9.7 Returned Checks

Returned checks incur a $35 fee plus any applicable late fees.

10. Equipment, Shipping & Unclaimed Property

10.1 Shipped Devices

If you ship equipment to us for repair or service:

You are responsible for proper packaging and shipping costs
You are strongly encouraged to insure all shipments
Devices must be password-protected and encrypted
The MacGuys+ is not responsible for loss, theft, or damage during transit

10.2 Storage & Abandonment

Devices left more than 30 days may incur storage fees. After 60 days, equipment is considered abandoned and may be disposed of or resold. Data may be wiped.

11. Credit Authorization

The MacGuys+ does not store full credit card numbers or run consumer or business credit reports. Payments are processed through secure third-party payment processors.

We may collect limited billing and identifying information as required to process payments, prevent fraud, or establish vendor licensing on your behalf. Any such information is handled in accordance with our Privacy Policy and is not sold or disclosed for unrelated purposes.

12. Estimates & Travel

Any estimates or project timelines provided are good-faith estimates and are non-binding. Travel, mileage, lodging, meals, parking, tolls, and other reasonable out-of-pocket expenses incurred in connection with your services may be billed to you. These expenses will be clearly itemized on your invoice.

13. Inclement Weather

For the safety of our clients and staff, The MacGuys+ reserves the right to delay, reschedule, or cancel on-site appointments due to severe weather or unsafe travel conditions, including but not limited to snowstorms, ice, flooding, extreme cold, severe thunderstorms, or government travel advisories. Remote services may continue when feasible. Delays or rescheduling due to weather do not constitute a breach of this Agreement.

14. Warranties

The MacGuys+ warrants that its services will be performed in a professional manner consistent with generally accepted industry standards. Any claim of deficient service must be submitted in writing within fifteen (15) days of the date the services were performed.

Client's exclusive remedy for any breach of this warranty shall be, at The MacGuys+' discretion, re-performance of the affected services or a refund of the fees paid for the portion of the services determined to be deficient.

All hardware, software, and third-party products provided or installed are subject solely to the manufacturer's warranties. The MacGuys+ makes no independent warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose.

15. Independent Contractor

The MacGuys+ acts solely as an independent contractor. Nothing in this Agreement shall be deemed to create any partnership, joint venture, employment, or agency relationship between the parties.

16. Indemnification

You agree to indemnify, defend, and hold harmless The MacGuys+, its owners, officers, employees, contractors, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your failure to follow recommended security, compliance, or operational guidance
Your misuse of systems or services
Actions or omissions of your employees, contractors, or third-party vendors
Data loss or security incidents originating from systems you control
Your violation of laws, regulations, or contractual obligations

This indemnification obligation survives termination of this Agreement.

17. Limitation of Liability

To the maximum extent permitted by law, The MacGuys+' total cumulative liability arising out of or relating to this Agreement, any Support Agreement, or any services provided shall not exceed the total amount paid by Client to The MacGuys+ for services in the thirty (30) days immediately preceding the event giving rise to the claim.

In no event shall The MacGuys+ be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of business, loss of data, business interruption, reputational harm, or third-party service outages, even if advised of the possibility of such damages.

18. Intellectual Property

All documentation, system designs, configurations, scripts, automation, workflows, policies, profiles, and other materials created by The MacGuys+ ("Work Product") remain the sole intellectual property of The MacGuys+.

Upon full payment of all outstanding invoices, Client is granted a non-exclusive, non-transferable, internal-use license to use the Work Product solely for its own business operations. Client may not resell, sublicense, publish, distribute, or make the Work Product available to third parties without prior written consent.

The MacGuys+ retains ownership of all tools, methods, templates, standards, and proprietary processes used to deliver services.

Client shall not permit any third-party vendor, consultant, or service provider to copy, reverse engineer, modify, access, or interfere with The MacGuys+' configurations, automation, scripts, policies, or profiles without The MacGuys+' prior written consent while services are active. Any unauthorized access or modification may void service obligations and warranties.

19. Non-Solicitation

Client agrees that during the term of this Agreement and for a period of twenty-four (24) months following termination, Client shall not, directly or indirectly, solicit, recruit, hire, retain, or engage any employee, contractor, or representative of The MacGuys+ without prior written consent.

Client agrees that this restriction is reasonable and necessary to protect The MacGuys+' legitimate business interests. In the event of a breach, Client agrees to pay liquidated damages in the amount of $100,000, which the parties agree is a reasonable estimate of the cost to recruit, train, and replace specialized personnel, and not a penalty.

20. Confidentiality

Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party, whether in written, electronic, or oral form, and regardless of whether such information is marked as confidential.

Confidential information shall not include information that is publicly available through no fault of the receiving party, lawfully obtained from a third party, or independently developed without use of the other party's confidential information.

Each party agrees to use confidential information solely for purposes of performing under this Agreement and shall take commercially reasonable measures to protect such information from unauthorized disclosure.

Client data and personal information are handled in accordance with The MacGuys+' Privacy Policy.

This confidentiality obligation survives termination of this Agreement.

21. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather, fire, flood, earthquake, war, terrorism, riots, civil unrest, labor disputes, pandemics, public health emergencies, epidemics, governmental orders or restrictions, power outages, Internet service failures, cyberattacks, or failures of third-party hosting, telecommunications, or utility providers ("Force Majeure Event").

During a Force Majeure Event, The MacGuys+ shall be excused from performance to the extent performance is prevented by the event. Where technically and operationally feasible, remote services may continue. The MacGuys+ shall use commercially reasonable efforts to resume full services as soon as practicable.

Client payment obligations for services already rendered are not excused by a Force Majeure Event.

22. Dispute Resolution

Before filing any lawsuit, the parties agree to attempt in good faith to resolve any dispute through informal negotiation.

If the dispute cannot be resolved, the matter shall first be submitted to non-binding mediation, held in St. Croix County, Wisconsin.

If mediation does not resolve the matter within thirty (30) days, the dispute shall be resolved by binding arbitration administered by either the American Arbitration Association (AAA) or JAMS, conducted in St. Croix County, Wisconsin.

The arbitrator's decision shall be final and may be entered as a judgment in any court of competent jurisdiction.

Each party shall bear its own attorney's fees unless otherwise awarded by the arbitrator.

This Agreement shall be governed exclusively by the laws of the State of Wisconsin, without regard to conflict of law principles.

23. Security Interest

To secure payment of all amounts owed, Client grants The MacGuys+ a continuing security interest in any hardware, equipment, software licenses, or materials provided under this Agreement until paid in full. Risk of loss transfers to Client upon delivery.

Client authorizes The MacGuys+ to file UCC financing statements or similar documents to perfect and protect this security interest, without further notice.

In the event of non-payment, The MacGuys+ may repossess or disable such equipment to the extent permitted by law.

24. Assignment

Client may not assign this Agreement without the prior written consent of The MacGuys+. The MacGuys+ may freely assign this Agreement to any successor entity, affiliate, or as part of a merger, asset sale, or change in control without notice or consent.

25. Taxes

Client is responsible for all applicable federal, state, and local taxes, fees, or assessments related to the Services, hardware, or software provided, except for taxes based solely on The MacGuys+' net income.

If Client claims tax-exempt status, Client must provide valid exemption certificates before services or hardware are invoiced. The MacGuys+ reserves the right to charge applicable taxes if proper documentation is not received.

26. Updates to Terms

The MacGuys+ may modify these Terms at any time. Updated Terms will be posted on our website and will be effective when posted, unless a later effective date is stated.

When changes are material, we will provide at least thirty (30) days' notice by website posting or email. Continued use of Services after any update constitutes acceptance of the revised Terms.

27. Notices

All formal notices under this Agreement must be in writing. Notices to The MacGuys+ shall be sent to:

The MacGuys+

PO Box 868

River Falls, WI 54022

Online Form (Preferred Method):

https://www.themacguys.com/contact

https://www.themacguys.com/cancellation_request/

Notices will be deemed given:

When delivered personally,
Three (3) business days after being mailed by certified or registered mail, return receipt requested.
One (1) business day after being sent by a nationally recognized overnight courier, or
When sent by email with no bounce-back or delivery failure notice, if sent during normal business hours, otherwise on the next business day.

Client agrees to keep its contact information current and designate a primary contact for notices. The MacGuys+ may send routine communications, invoices, and service updates via email to the Client's designated contact(s).

28. Survival, Severability, No Waiver, Entire Agreement

Any provisions of this Agreement which by their nature should survive termination shall survive, including but not limited to provisions regarding payment obligations, limitation of liability, indemnification, intellectual property, confidentiality, dispute resolution, and non-solicitation.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Failure by The MacGuys+ to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

29. Client Responsibility for Data

Client is solely responsible for the accuracy, integrity, legality, storage, and backup of all data, files, and information in Client's systems and accounts, unless a signed Support Agreement explicitly includes managed backup services provided by The MacGuys+.

The MacGuys+ does not guarantee the integrity or availability of Client data and shall not be responsible or liable for:

Data loss caused by hardware or software failure
Improperly configured or untested backup systems
Employee error, misuse, or intentional tampering
Failure to follow recommended security practices
Failure to maintain offsite or redundant backups
Loss of access caused by credential mismanagement
Actions taken by third-party vendors engaged by Client

While The MacGuys+ may recommend, configure, or assist with backup and disaster recovery tools, Client remains the final owner and steward of its data.

30. Offboarding and Transition

The MacGuys+ does not claim ownership over Client systems, networks, or data.

Client retains full ownership and control of its systems at all times.

However, configurations, device management profiles, scripts, automations, deployment standards, and operational methods developed or deployed by The MacGuys+ may constitute proprietary intellectual property.

During transition to a new provider, Client agrees that third parties will not intentionally extract, reverse-engineer, copy, or attempt to derive The MacGuys+' proprietary methods, scripts, or configurations for commercial use.

Standard operational access necessary for business continuity is permitted, but intentional inspection or reuse of proprietary tooling for competitive purposes is prohibited.

All termination requests must be submitted through our official cancellation process located at: