Master Service Agreement

MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") governs the provision of services by Inevat, LLC DBA Forta IT, a Utah limited liability company with its principal place of business at 977 S Orem Blvd, Orem, UT 84058 ("Forta"), to any client ("Client") who engages in business with Forta. By engaging in services provided by Forta, the Client agrees to be bound by the terms and conditions set forth in this Agreement.

1. Services Provided

Forta agrees to provide IT and professional support services ("Services") to the Client as detailed in any applicable Statement of Work ("SOW") or other written agreement. In the event of any conflict between this Agreement and any SOW, the terms of this Agreement shall govern unless the SOW explicitly states otherwise.

2. Fees and Payment

(a) Fees: The Client shall pay Forta the fees specified in any applicable SOW or invoice. All payments are due within thirty (30) days from the date of invoice unless otherwise specified.

(b) Late Payment: Any amounts not paid when due shall accrue interest at a rate of 28.99% per annum or the maximum rate permitted by law, whichever is less.

3. Limitation of Liability

(a) Maximum Liability: The total liability of Forta for any claims arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the fees paid by the Client for the specific service giving rise to such liability. Under no circumstances shall Forta be liable for the cost of hardware, software, or third-party services provided to the Client.

(b) Exclusion of Consequential Damages: In no event shall Forta be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of business opportunities, even if Forta has been advised of the possibility of such damages.

4. Confidentiality

Both Forta and the Client agree to maintain the confidentiality of all confidential information disclosed by either party. Confidential information includes, but is not limited to, trade secrets, business plans, financial data, and client information. This obligation shall survive the termination of this Agreement.

5. Intellectual Property Rights

Any intellectual property developed by Forta during the performance of services under this Agreement shall remain the sole property of Forta unless otherwise agreed upon in writing.

6. Data Protection and Compliance

Forta agrees to comply with all applicable data protection laws and regulations. The Client agrees to provide only the personal data necessary for the performance of services and to obtain any necessary consents for its use.

7. Client Responsibilities

The Client agrees to provide Forta with all necessary access to systems, information, and personnel required to perform the services under this Agreement. The Client is responsible for ensuring that all third-party licenses, consents, and approvals are obtained for Forta to provide the services.

8. Force Majeure

Forta shall not be liable for any failure or delay in performing its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil disturbance, government regulations, pandemics, labor disputes, and supply chain disruptions.

9. Binding Arbitration

(a) Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Orem, Utah before a single arbitrator. The arbitration shall be administered by [Insert Arbitration Organization, e.g., the American Arbitration Association ("AAA")] pursuant to its rules.

(b) Final and Binding: The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. The prevailing party in any arbitration or legal action shall be entitled to recover its reasonable attorney's fees and costs.

(c) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles. The parties agree that the arbitration shall take place in Utah County, Utah, and the state and federal courts located in Utah County, Utah shall have exclusive jurisdiction over any action to enforce this arbitration agreement.

10. Modifications to Agreement

Forta reserves the right to modify this Agreement at any time. Any modifications will be communicated to all clients via email and/or website update. Clients will have thirty (30) days from the date of notification to review and notify Forta if they do not agree with the modifications. If a Client does not agree with the modifications, the remainder of their existing contract will be serviced under the terms of the previous version of this Agreement.

11. Limitation of Claims

Any claim by the Client arising out of or related to this Agreement must be brought within one (1) year of the date on which the event giving rise to the claim occurred.

12. Assignment

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of a sale of all or substantially all of its assets.

13. Miscellaneous

(a) Entire Agreement: This Agreement, including any SOWs, constitutes the entire agreement between Forta and the Client and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

(b) Amendments: This Agreement may only be amended by a written agreement signed by both parties.

(c) Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction or an arbitrator, the remainder of this Agreement shall remain in full force and effect.

(d) Waiver: The waiver by either party of any breach of this Agreement shall not operate as a waiver of any subsequent breach.

By engaging Forta’s services, the Client acknowledges that they have read, understood, and agreed to the terms and conditions of this Master Service Agreement.