STARBYTE IT LLC

LIMITATION OF LIABILITY & INDEMNIFICATION AGREEMENT

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Effective Date: 08/04/2025

Last Updated: 02/02/2026

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This Limitation of Liability & Indemnification Agreement (“Agreement”) is entered into by and between StarByte IT LLC, a California limited liability company, doing business as StarByte (“StarByte,” “we,” “our,” or “us”), and the undersigned client (“Client,” “you,” or “your”).

This Agreement applies to all services provided by StarByte, including but not limited to IT support, consulting, remote access services, managed services, hardware services, system builds, diagnostics, SaaS tools, and related offerings (collectively, “Services”).

By requesting, authorizing, or using the Services, Client agrees to this Agreement.

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1. Standard of Care

StarByte shall perform Services in a commercially reasonable manner, consistent with generally accepted industry standards.

Nothing in this Agreement creates a warranty or guarantees specific results.

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2. Limitation of Liability

2.1 Exclusion of Certain Damages

To the maximum extent permitted by law, StarByte shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of data

• Loss of profits or revenue

• Business interruption

• Loss of use or downtime

• Loss of goodwill or business opportunities

Even if StarByte has been advised of the possibility of such damages.

2.2 Liability Cap

To the maximum extent permitted by law, StarByte’s total cumulative liability arising out of or relating to the Services, this Agreement, or any related agreement shall not exceed the total fees actually paid by Client to StarByte during the twelve (12) months immediately preceding the event giving rise to the claim.

For hardware-related services, liability is limited to labor fees paid, excluding the cost of hardware components.

2.3 Legal Carve-Out

Nothing in this Agreement limits or excludes liability for gross negligence, fraud, or willful misconduct to the extent such limitation is prohibited under applicable California law.

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3. Assumption of Risk

Client acknowledges that IT services involve inherent risks, including but not limited to:

• Data loss or corruption

• Hardware or software failure

• Security vulnerabilities

• Third-party service outages

• Compatibility or performance issues

Client voluntarily assumes these risks except where caused solely by StarByte’s gross negligence or willful misconduct.

 

4. Third-Party Products & Services

StarByte is not responsible for failures, defects, outages, or security issues arising from third-party products, software, hardware, or service providers.

Any claims related to third-party products must be pursued directly against the applicable vendor.

 

5. Indemnification by Client

Client agrees to defend, indemnify, and hold harmless StarByte IT LLC, its owners, officers, employees, contractors, and affiliates from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:

• Client’s use or misuse of the Services

• Client’s violation of this Agreement or any incorporated policy

• Client’s violation of applicable laws or regulations

• Client-provided data, systems, instructions, or content

• Acts or omissions of Client’s employees, contractors, or authorized users

 

6. Indemnification Procedure

StarByte shall:

• Promptly notify Client of any indemnified claim (to the extent practicable)

• Allow Client to control the defense and settlement of the claim, provided that Client may not settle any claim in a manner that imposes liability or obligations on StarByte without StarByte’s prior written consent

 

7. No Waiver

StarByte’s failure to enforce any provision of this Agreement does not constitute a waiver of its right to do so later.

 

8. Governing Law & Venue

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

Any dispute shall be resolved exclusively in the state or federal courts located in Sacramento County, California.

 

9. Acceptance & Electronic Consent

By requesting Services, submitting payment, or checking an agreement box, Client acknowledges that they have read, understood, and agree to this Agreement.

Client agrees that acceptance through electronic means constitutes a valid and legally binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the California Uniform Electronic Transactions Act (UETA).

Client further acknowledges that they have had the opportunity to review this Agreement, ask questions, and decline optional Services prior to acceptance.