Terms of Service

Last Updated: June 30, 2025

We updated these Terms of Service on June 30, 2025. These changes are effective immediately for new customers and as of August 1, 2025, for customers who signed up for Services before June 30, 2025. Signatories on the Order may be referred to individually as a “Party” and collectively as the “Parties”.

THESE ONLINE TERMS OF SERVICE, including the Order(s), any applicable Service Attachments, and the Letter of Authorization (LOA), which by this reference are incorporated herein (“Agreement”), are a binding agreement between STAR-TECH IT SOLUTIONS INC. (“Company” or “Service Provider”) and the Customer (“Customer”) identified on the Order or LOA.

Service Provider provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that Customer accepts and complies with this Agreement. By signing an Order or LOA, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this Agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these terms. If Customer does not agree to the terms of this Agreement, neither Customer nor its End Users may download, install, or use the Services or Equipment.

1. Definitions

a. Account Administrator means the person(s) granted authority by Customer to set up, amend, or control settings and/or make additional purchases for the account via the Account Manager. Account Administrators may have varying levels of account rights, skills, or permissions.

b. Account Data means business contact information provided with the account; logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Services purchased under this Agreement.

c. Administrative Fees means administrative recovery fees, 911 cost recovery fees, and similar charges separately invoiced by Service Provider to Customer.

d. Account Manager means the online portal (e.g., SkySwitch Dashmanager) through which Account Administrators control settings and/or make additional purchases for the account.

e. Affiliate(s) means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, where “control” means beneficial ownership of greater than fifty percent (50%) of an entity’s then-outstanding voting securities or ownership interests.

f. Confidential Information means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information excludes information that the Receiving Party can demonstrate: (i) is available to the public; (ii) becomes available to the public through no breach of this or other agreements between the Parties; (iii) was known by the Receiving Party without any obligation to the Disclosing Party to hold it in confidence; (iv) is received from a third party who does not owe any duty to the Disclosing Party with respect to such information; (v) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (vi) is approved for release by written authorization of the Disclosing Party.

g. Customer Content means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences, or other communications transmitted or stored through the Services.

h. Disclosing Party means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by its agents, including its Affiliates, officers, directors, employees, or attorneys.

i. Effective Date means the date of execution of the initial Order or LOA.

j. End Point means an application or device through which any End User might access and/or use the Services, including IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.

k. End User means an individual user to whom Customer makes the Services available, including Customer’s employees, consultants, clients, external users, invitees, contractors, and agents.

l. Equipment means equipment or hardware acquired from Service Provider, a Service Provider Affiliate, an authorized vendor, or a Leasing Company for use with the Services.

m. Intellectual Property Rights or IP Rights means all common law and statutory rights (whether registered or unregistered) arising out of or associated with: (i) patents, inventions, industrial designs, discoveries, business methods, and processes; (ii) copyrights and copyright registrations; (iii) trade secrets and Confidential Information; (iv) trademarks, trade names, and service marks; (v) a person’s name, likeness, voice, photograph, or signature; (vi) analogous rights; and (vii) divisions, continuations, renewals, reissuances, and extensions of the foregoing.

n. Order(s) means a request for Services describing the type and quantity of Services required by Customer, submitted and accepted by the Parties in accordance with Section 2(a) (Ordering Services). Orders may be executed via the Account Manager.

o. Receiving Party means the Party or its agents, including its Affiliates, officers, directors, employees, or attorneys, receiving Confidential Information.

p. Service(s) means all services or Equipment provided under this Agreement, as set forth in one or more Order(s) or LOA, including VoIP services powered by the SkySwitch platform, network setups, and cybersecurity services.

q. Start Date means the date identified in the relevant Order or LOA or the date on which Customer orders Services via the Account Manager.

r. Taxes means all federal, state, local, municipal, foreign, and other taxes and fees charged or collected from Customers, including Universal Service Fund, TRS, and 911 taxes and fees.

s. Term means the Initial Term plus any Renewal Terms.

t. Use Policy refers to policies identified in Section 6(b) (Use Policies).

2. Ordering and Term

a. Ordering Services. Customer may order Services by executing an Order or LOA in the format provided by Service Provider. The Order or LOA will identify the Services requested. An Order or LOA becomes binding when executed by the Customer and accepted by Service Provider, which may occur by commencing performance of the requested Services. Services begin on the Start Date. Customer may purchase additional Services, software, or equipment through additional Orders.

b. Term. The Term of this Agreement commences on the Effective Date and continues until the last Order or LOA is terminated or expires, unless terminated earlier in accordance with its terms.

c. Services Term and Automatic Renewal. The Services Term begins on the Start Date of the initial Order or LOA and continues for the initial term set forth therein (“Initial Term”). Upon expiration of the Initial Term, recurring Services automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless Customer provides notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or then-current Renewal Term, or as otherwise agreed in the Order or LOA. Recurring Services added after the initial Order or LOA start on the respective Start Date, run coterminously with the then-current Term of preexisting Services, and are billed on the same billing cycles.

3. Invoicing and Payment

a. Prices and Charges.

i. All prices are in US dollars. Additional charges may apply if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or Equipment. Customer is liable for all charges resulting from use of the Services on its account.

ii. Recurring charges begin on the Start Date and continue for the Term. Recurring charges (e.g., for phone numbers, product licenses, minute bundles, or equipment rental fees) remain in effect for the then-current Term. Service Provider will provide notice of any proposed increase in such charges at least sixty (60) days before the end of the Initial Term or then-current Renewal Term, effective on the first day of the next Renewal Term. Administrative Fees permitted by law may be increased with thirty (30) days’ written notice.

b. Billing and Payment.

i. All Services and Equipment must be purchased via a valid credit or debit card, ACH, wire transfer, or check, per the Payment Policy (https://startechitsolutions.com/payment-policy). By providing a payment method, Customer authorizes all Services and Equipment charges, including recurring monthly charges, to be processed per the Payment Policy. This authorization remains valid until 30 days after Customer terminates Service Provider’s authority to charge the payment method. Recurring charges are billed monthly in advance for the following month’s Services and Equipment, with payments due within 14 days (or 30 days for approved manual payment clients). Card payments are subject to issuer approval, and Service Provider is not liable if a payment is declined. Customer is responsible for any chargeback or similar fees for refused payments. If a payment fails, Service Provider will notify Customer using the contact information on file (including via SMS, per Section 5) and may continue attempting to charge the payment method. Service Provider may suspend or terminate Services for non-payment if fees remain unpaid per the Payment Policy.

ii. Unless otherwise stated, payment is due in full within 14 days (or 30 days for approved clients) of the billing statement date, per the Payment Policy. Late payments may incur a fee of the lesser of (i) one and a half percent (1.5%) per month or (ii) the highest rate allowed by law, per Utah Code § 15-1-1. Acceptance of late or partial payments does not waive Service Provider’s rights to collect amounts due.

c. Taxes. Rates, fees, and charges exclude applicable Taxes, for which Customer is solely responsible. Taxes may vary by jurisdiction and Services provided. Taxes, access fees, or similar charges will be adjusted as mandated by competent authority. If withholding tax is levied, Customer must increase payments to ensure Service Provider receives the full amount due.

d. Billing Disputes. Customer must notify Service Provider in writing within 10 days of the billing date to dispute charges, per the Payment Policy, identifying the reason and amount disputed. Disputes do not excuse timely payment of undisputed amounts. Upon resolution, Customer must pay any owed amounts within 14 days. Overpayments will be applied as billing credits or reimbursed upon termination.

4. Provision of the Service

a. General Terms. Service Provider will provide Services, including VoIP services powered by the SkySwitch platform, network setups, and cybersecurity services, as described in the Order or LOA.

i. Service Provider may retire obsolete Services and replace them with new Services providing similar functionality, upon notice to Customer.

ii. The Service is not a telecommunications service and is subject to different regulatory treatment, which may limit Customer’s rights of redress before regulatory agencies.

iii. The provision of 911 Dialing Services is subject to the E911 Policy at https://startechitsolutions.com/e911-use-policy.

iv. The Service does not support 0+ or operator-assisted calling (e.g., collect calls, third-party billing, or calling card calls) and may not support 311, 511, or other x11 services (except specified 911 and 411 services) in some or all service areas.

v. Customer consents to Service Provider sharing details of assigned numbers with organizations compiling directories or directory enquiry services.

vi. The Service is offered only in the United States. Use outside the U.S. is at Customer’s sole risk and responsibility for compliance with local laws.

b. Incompatibility With Other Services.

i. The Service may not be compatible with security systems. Customer is responsible for maintaining a separate telephone connection for alarm monitoring and testing compatibility with any alarm monitoring company.

ii. The Service may not be compatible with some broadband services or modems that prevent transmission. Service Provider does not warrant compatibility with all broadband services and disclaims any warranties regarding such compatibility.

c. Customer Care. Service Provider provides technical support during regular business hours, unless otherwise specified.

d. Professional Services. Certain Services may require professional services for implementation, subject to Customer’s written consent (e.g., via a Statement of Work).

e. Subcontracting. Service Provider may use Affiliates or subcontractors to provide Services, bearing the same responsibility for their acts or omissions as if performed directly by Service Provider.

5. SMS Communications

a. Consent to Receive SMS. By providing your mobile phone number, you expressly consent to receive SMS messages related to VoIP service updates (e.g., SkySwitch platform notifications), IT service notifications (e.g., network setup completion, cybersecurity alerts), billing reminders, or account notifications. Message frequency varies based on service activity, typically 1–5 messages per month. Consent is optional and not a condition of receiving Services, which may be accessed via email, QuickBooks Online (QBO) Customer Portal (https://startechitsolutions.quickbooks.com/customerportal), or SyncroMSP Customer Portal.

b. Message and Data Rates. Standard message and data rates may apply, depending on your mobile carrier and plan. You are responsible for any charges incurred for receiving SMS messages.

c. Opting Out. You may opt out at any time by replying “STOP” to any SMS message from us. You will receive a confirmation message, and we will cease sending SMS messages to your number. Opting out does not affect critical communications (e.g., E911 notices, service suspension warnings) delivered via email, QBO/SyncroMSP Customer Portals, or phone.

d. Help and Support. For assistance, reply “HELP” to any SMS message or contact us at support@startechitsolutions.com or 801-654-1185.

e. Privacy and Data Retention. Your mobile phone number and related data are handled per our Privacy Policy (https://startechitsolutions.com/privacy-policy) and CPNI Policy. We do not sell or share your phone number with third parties except as required by law (e.g., legal process under the Law Enforcement Request Policy). SMS data is retained for 7 years post-service termination for tax compliance, then deleted or de-identified.

f. Compliance. SMS communications comply with the Telephone Consumer Protection Act (47 CFR § 64.1200). If an SMS is undelivered (e.g., due to carrier issues), we will attempt to notify you via email or phone.

g. Changes to SMS Terms. We may update these SMS terms, with changes posted at https://startechitsolutions.com/terms-of-service and effective thirty (30) days after posting or upon sending a new SMS message. Continued use of the SMS service constitutes acceptance.

6. Use of the Service

a. Service Requirements. Services depend on Customer maintaining sufficient Internet access, networks, and power. Outages in Customer’s Internet access do not excuse payment obligations.

b. Use Policies. Customer and End Users must comply with this Agreement, applicable laws, and the following Use Policies, incorporated herein:

i. Acceptable Use Policy at https://startechitsolutions.com/acceptable-use-policy.

ii. E911 Policy at https://startechitsolutions.com/e911-use-policy.

iii. Service Provider may suspend or limit Services without notice if it reasonably suspects fraudulent or illegal activity, material breach of Use Policies, or use interfering with network functionality, to the extent necessary to address the issue. Suspension or limitation will be lifted promptly once the issue is resolved. Customer should contact Service Provider in advance of unusual but legitimate account activity to avoid disruption.

7. Term and Termination

a. Termination for Cause. Either Party may terminate this Agreement or Services by written notice if the other Party: (i) breaches a material term and fails to cure within thirty (30) days; (ii) is subject to a governmental or regulatory recommendation following a change in law or Services; or (iii) faces insolvency, receivership, bankruptcy, or similar proceedings.

b. Effect of Termination.

i. If Customer terminates due to Service Provider’s material breach under Section 7(a), Customer is not liable for fees for terminated Services post-termination (except for continued usage) and will receive a pro-rata refund of prepaid, unused fees.

ii. If termination occurs for any other reason, Customer must pay all accrued amounts and sums for the remainder of the then-current Term, plus related Taxes and fees, to the extent permitted by law.

8. Equipment and Shipping

a. General; Shipping. Customer may order Equipment for use with Services via Orders. Customer is responsible for shipping and related charges unless otherwise agreed. All shipments are F.C.A., with title and risk of loss passing to Customer upon delivery to the carrier. Customer is the importer for international shipments and liable for customs, duties, and Taxes.

b. Warranty and Returns. Service Provider passes through authorized warranties from the original supplier to Customer.

c. Lost, Stolen, Altered, or Broken Equipment. Customer may not modify Equipment without Service Provider’s written consent and must use it only with the Services. Customer is responsible for lost, stolen, or broken Equipment (except as covered by warranty) and must notify Service Provider promptly to prevent unauthorized use.

d. Equipment Leasing Companies. Service Provider may refer Customer to unaffiliated Leasing Companies. Such arrangements are governed by the Customer’s contract with the Leasing Company, and Service Provider disclaims liability for their services or privacy practices.

e. Unsupported Devices. Customer is responsible for ensuring third-party Equipment meets Service Provider’s technical requirements. Use of unsupported devices is at Customer’s risk, and Service Provider is not liable for resulting issues, even with consent.

9. Intellectual Property

a. Limited License.

i. Subject to compliance with this Agreement, Service Provider grants Customer and its End Users a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to use software provided as part of the Services (“Software”) as required to use the Services, for the duration of the Term and subject to payment obligations.

ii. Customer and End Users may not: (1) sublicense, resell, distribute, or assign the license; (2) modify or create derivative works of the Software; (3) reverse engineer, decompile, or disassemble the Software; (4) use the Software for unauthorized purposes; (5) create competing Software or Services; or (6) remove proprietary notices.

b. IP Rights.

i. Service Provider Rights. Except as provided in Section 9(a), no ownership or other rights in the Services or Intellectual Property are granted to Customer. All rights are reserved by Service Provider and its licensors. Misuse of Services may violate third-party IP Rights.

ii. Customer Rights. Customer retains its IP Rights. Customer grants Service Provider a limited, non-exclusive, royalty-free license to use Customer’s IP Rights as necessary to provide the Services. Customer is responsible for obtaining all necessary licenses or consents for Customer Content.

iii. Use of Marks. Neither Party may use the other’s trademarks, service marks, or logos without prior written consent.

10. Confidentiality

a. Restrictions on Use or Disclosure.

i. During the Term and for one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, use it only to fulfill obligations under this Agreement, and protect it with at least the same care as its own Confidential Information.

ii. Confidential Information may be disclosed only to employees, agents, or subcontractors with a need to know, bound by equivalent confidentiality obligations. Disclosure in legal proceedings or to governmental entities is permitted only as required, with prompt notice to the Disclosing Party.

iii. Upon termination, the Receiving Party must delete, destroy, or return the Disclosing Party’s Confidential Information and certify compliance upon request.

11. Data Protection

a. Data Privacy. Service Provider will use Customer information in accordance with the Privacy Policy at https://startechitsolutions.com/privacy-policy, incorporated herein. Updates to the Privacy Policy will be effective thirty (30) days after notice to Customer.

b. Data Security.

i. Service Provider will take commercially reasonable measures (e.g., firewalls, encryption) to safeguard Customer’s account, Account Data, and Customer Content.

ii. Customer must secure all End Points, user identifications, and passwords and monitor for unauthorized or fraudulent use. Customer must notify Service Provider immediately of suspected unauthorized use. Service Provider is not liable for charges from unauthorized use.

c. Software Changes. Service Provider may push software updates or patches to Customer’s devices, and Customer must implement them promptly. Service Provider is not liable for Service failures due to Customer’s failure to implement required updates.

12. Limitation of Liability

a. Excluded Damages. To the fullest extent permitted by law, neither Party nor its Affiliates will be liable for: (1) indirect, incidental, consequential, exemplary, reputational, special, or punitive damages; (2) costs of procurement, cover, or substitute goods or services; (3) loss of use, data, business opportunities, profits, goodwill, or savings; or (4) damages arising under any theory of liability, even if foreseeable or advised of the possibility. Neither Party is liable for actions taken to comply with law.

b. Direct Damages. Except as set forth herein, the Parties’ total cumulative liability under this Agreement will not exceed the amounts paid or payable during the previous six (6) months. This limitation does not apply to: (i) Customer’s payment obligations; (ii) liability for IP Rights infringement; (iii) liability from gross negligence, fraud, or willful misconduct; or (iv) Customer’s liability for breaching the Acceptable Use Policy or E911 Policy.

c. Survival. These limitations survive termination or expiration of this Agreement and apply in all circumstances, except as expressly stated.

13. Indemnification

a. By Customer. Customer will indemnify and defend Service Provider and its Affiliates against third-party claims arising from: (i) material violation of law by Customer or End Users; (ii) unauthorized use of Services; (iii) failure to install updates or use modified items; or (iv) claims related to Customer Content. Customer will cover damages, costs, and legal fees awarded or agreed in a settlement approved by Customer.

b. Procedures. The Indemnified Party must provide: (i) prompt written notice of the claim; (ii) sole control over defense and settlement; and (iii) reasonable cooperation. Failure to comply does not relieve the Indemnifying Party of obligations unless prejudiced. The Indemnified Party may participate at its own expense. No settlement may be made without the Indemnified Party’s consent (not unreasonably withheld) unless it includes a full release of claims.

14. Warranties

a. Service Provider Warranty. Service Provider will provide Services with commercially reasonable skill and care, in material compliance with applicable laws.

b. Customer Warranty. Customer and End Users must use Services in compliance with all applicable laws and this Agreement.

c. Disclaimer. Except as stated, Services are provided “as is” and “as available.” Service Provider disclaims all implied warranties, including merchantability, non-infringement, quiet enjoyment, and fitness for a particular purpose. Service Provider does not warrant uninterrupted or error-free operation or data accuracy. Any non-disclaimable warranties are limited to the fullest extent permitted by law.

15. Dispute Resolution

a. Good Faith Resolution. The Parties will appoint representatives to attempt to resolve any dispute arising from this Agreement in good faith before legal action.

b. Venue. Unresolved disputes must be adjudicated exclusively in state or federal courts in Salt Lake County, Utah. Each Party consents to the exclusive jurisdiction and venue of such courts.

c. Equitable Relief. Breaches of IP Rights cause irreparable harm, entitling the harmed Party to injunctive relief without bond or proof of damages.

d. Limitations. Except for nonpayment or indemnification claims, no action may be brought more than one (1) year after the cause of action accrues. Actions must be on an individual basis, with no class or collective actions permitted.

16. Miscellaneous

a. Relationship. The Parties are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.

b. Assignment. Neither Party may assign this Agreement without the other’s prior written consent (not unreasonably withheld), except to an Affiliate, successor in a merger, or acquirer of substantially all assets. This Agreement binds permitted assigns and successors.

c. Notices. Notices must be in English, in writing, and delivered in person, by email to mail@startechitsolutions.com, confirmed facsimile, or reputable overnight courier to STAR-TECH IT SOLUTIONS INC., 1050 S 400 E, Centerville, UT 84014, effective upon receipt or five days after courier deposit. Customer may update notice addresses via the Account Manager or SyncroMSP Customer Portal.

d. Force Majeure. Neither Party is liable for delays or failures due to events beyond their reasonable control (e.g., acts of God, network outages, or legal changes), except for payment obligations.

e. Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

f. Internal Customer Activities. Service Provider is not obligated to mediate disputes over account ownership or control. Service Provider’s records are definitive for account administration.

g. Governing Law. This Agreement is governed by the laws of the state of Utah, excluding conflict of law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

h. Export Control. Customer will comply with U.S. and other applicable export laws regarding Services, products, or software.

i. Regulatory and Legal Changes. Service Provider may terminate or modify Services or this Agreement if changes in law or regulation materially interfere with Service provision.

j. Entire Agreement. This Agreement, including Orders, LOAs, Service Attachments, and Use Policies, constitutes the entire agreement, superseding all prior understandings.

k. Order of Precedence. In case of conflict, precedence is: (i) Order or LOA; (ii) Use Policies and Privacy Policy; (iii) main body of this Agreement; (iv) Service Attachments; (v) other referenced documents.

l. Amendments. Except as provided, this Agreement may be modified only by a written amendment executed by both Parties. Service Provider may update this Agreement or Policies with thirty (30) days’ notice. Customer may object to materially detrimental updates within ten (10) days, and if unresolved, terminate affected Services without penalty. Use after the effective date constitutes acceptance.

m. Severability and Waiver. Invalid provisions will be stricken, and the remainder of the Agreement remains valid. Failure to enforce a right does not waive it. All rights are cumulative.

n. Publicity. Service Provider may identify Customer as a customer and reference this Agreement in marketing or earnings calls, including use of Customer’s logo with consent.

o. Execution. Each Party warrants its legal capacity to enter this Agreement. Signatures on the Order or LOA constitute execution.

p. Survival. Payment obligations, warranty disclaimers, indemnities, limitations of liability, and other provisions that by their nature continue beyond termination survive expiration or termination.

Contact Us

For questions about these Terms or the Services, contact us at:

• Email: mail@startechitsolutions.com

• Mailing Address: STAR-TECH IT SOLUTIONS INC., 1050 S 400 E, Centerville, UT 84014

• Phone: 801-654-1185

• Website: https://startechitsolutions.com