Maximum Performance. No Compromise.
Status: Online 🟢
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STARBYTE IT LLC
GENERAL SERVICES AGREEMENT
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Effective Date: 08/04/2025
Updated Date: 02/02/2026
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This General Services 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”).
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This Agreement governs all services provided by StarByte to Client unless otherwise stated in a separate written agreement signed by both parties.
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1. Scope of Agreement
1.1 This Agreement establishes the general terms under which StarByte may provide IT-related services to Client, including but not limited to technical support, consulting, diagnostics, remote access services, SaaS tools, cybersecurity services, system optimization, monitoring, and related offerings (“Services”).
1.2 Specific services, pricing, timelines, or deliverables may be defined in:
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Written service descriptions
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Invoices or checkout confirmations
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Subscriptions or memberships
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Statements of Work (“SOW”)
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Service Level Agreements (“SLA”)
In the event of a conflict, the following order of precedence applies:
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Signed SOW or SLA
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This Agreement
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Terms of Service
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Other incorporated policies
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2. Authorization to Perform Services
2.1 Client authorizes StarByte to perform Services as requested verbally, electronically, in writing, or through online forms, portals, or ticketing systems.
2.2 Client acknowledges that Services may involve accessing systems, networks, devices, accounts, or data owned or controlled by Client.
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3. Remote Access Authorization
3.1 Client expressly authorizes StarByte to remotely access Client systems when required to perform Services.
3.2 Client acknowledges that:
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Pre-existing issues may be discovered
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Malware, configuration issues, or instability may already exist
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Remote access carries inherent technical risks
3.3 StarByte shall not be responsible for data loss, corruption, or service interruptions unless caused by StarByte’s willful misconduct.
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4. Client Responsibilities
Client agrees to:
4.1 Maintain current, verified backups of all data prior to any service session
4.2 Ensure all software and systems are properly licensed
4.3 Provide accurate information and timely access as required
4.4 Follow reasonable instructions provided by StarByte
Failure to meet these responsibilities may limit or delay Services and does not relieve Client of payment obligations.
5. Fees & Payment
5.1 Client agrees to pay all fees as presented in invoices, subscriptions, checkout screens, or SOWs.
5.2 Payment terms are due as stated and are non-refundable unless expressly agreed in writing.
5.3 StarByte may suspend Services for non-payment without liability.
5.4 Client is responsible for all applicable taxes, duties, and governmental fees.
6. No Guarantee of Results
6.1 StarByte provides Services on a best-effort basis.
6.2 StarByte does not guarantee specific outcomes, including but not limited to:
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Performance improvements
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Security immunity
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Data recovery success
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Compatibility with third-party systems
7. Confidentiality & Data Security
7.1 StarByte agrees to use commercially reasonable efforts to protect Client information.
7.2 Client acknowledges that no system is completely secure and that absolute data protection cannot be guaranteed.
7.3 Unless otherwise agreed in writing, Client remains responsible for maintaining independent backups.
7.4 StarByte may disclose Client information only:
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To provide Services
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With Client consent
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As required by law
8. Third-Party Products & Services
8.1 Services may involve third-party software, hardware, or providers.
8.2 StarByte is not responsible for third-party failures, outages, pricing changes, or terms.
8.3 Client’s use of third-party services is governed by their respective agreements.
9. Intellectual Property
9.1 All StarByte tools, methods, documentation, and materials remain the exclusive property of StarByte.
9.2 Client retains ownership of its own data and content.
9.3 No intellectual property rights are transferred except as expressly stated in writing.
10. Limitation of Liability
10.1 To the fullest extent permitted by law, StarByte shall not be liable for indirect, incidental, special, consequential, or punitive damages.
10.2 StarByte’s total liability shall not exceed the total fees paid by Client to StarByte during the twelve (12) months preceding the claim.
11. Indemnification
Client agrees to indemnify and hold harmless StarByte from claims arising out of:
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Client’s misuse of Services
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Client’s violation of law or third-party rights
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Client-provided systems, data, or instructions
12. Term & Termination
12.1 This Agreement remains in effect until terminated.
12.2 Either party may terminate with written notice unless otherwise agreed.
12.3 StarByte may immediately suspend or terminate Services for:
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Non-payment
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Abuse or misconduct
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Legal or security risk
12.4 Upon termination, all outstanding balances become immediately due.
13. Right to Refuse or Discontinue Service
13.1 StarByte reserves the right to refuse or discontinue Services at its discretion.
13.2 This includes situations involving unreasonable risk, legal concerns, abusive behavior, or conflicts with business practices.
13.3 This right shall not be exercised in violation of applicable anti-discrimination laws.
14. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, outages, pandemics, labor disputes, or cyber incidents.
15. Governing Law & Venue
This Agreement shall be governed by the laws of the State of California.
Any dispute shall be resolved exclusively in the state or federal courts located in Sacramento County, California.
16. Entire Agreement & Amendments
16.1 This Agreement constitutes the entire agreement between the parties regarding Services.
16.2 Amendments must be in writing or reflected in updated policies incorporated by reference.
17. Severability
If any provision is found unenforceable, the remaining provisions shall remain in full force.
18. Acceptance & Electronic Signature
18.1 By checking an agreement box, clicking “I Agree,” submitting any form, requesting Services, or completing payment through StarByte’s website, portal, or billing system, Client affirmatively consents to this Agreement.
18.2 Client agrees that such actions constitute a valid electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the California Uniform Electronic Transactions Act (UETA), and that this Agreement is legally binding and enforceable without a handwritten signature.
18.3 Client acknowledges that they have had the opportunity to review this Agreement and all incorporated documents, including the Terms of Service and Privacy Policy, before accepting.
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