Client has engaged UTOPIA STUDIOS, a California business to provide technology services and support. This service agreement (the “Agreement”) defines the rights and obligations of you, as a subscriber (“Subscriber” or ”Client” or “you”), and UTOPIA STUDIOS, as provider (the “Company”), of UTOPIA STUDIOS Managed Services (the “Service”). By subscribing to the Service, you acknowledge and agree that you are entering into a binding contract with the Company. The Company is authorized to provide the Service to you subject to the Description of Service below and the terms of this Agreement, which terms may be updated by the Company from time to time without specific personally delivered notice to you, by providing the most current agreement located at: www.utopiastudios.net/TOC

By your continued use of the Service, you agree to be bound by the terms of the then current version of this Agreement.

1. SERVICES

During the Term (defined below), UTOPIA STUDIOS will provide Client with the Managed IT Services (“Services”) set forth on the attached Schedule A (“Service Offerings”) and, if requested and agreed to by UTOPIA STUDIOS and Client, the “Excluded Services” set forth in the preceding Schedule B.

2. DUTIES OF THE PARTIES

a. Duties of UTOPIA STUDIOS. UTOPIA STUDIOS agrees to use commercially reasonable efforts to timely deliver and support the Services for Client in accordance with industry standards.

b. Duties of Client. Client agrees to (i) timely submit all payments to UTOPIA STUDIOS at UTOPIA STUDIOS’s place of business; (ii) provide UTOPIA STUDIOS with access to Client’s facilities, including access to Client’s computer systems, according to the Client’s procedures which are provided to UTOPIA STUDIOS in writing and in advance, and adequate and suitable facilities and space for UTOPIA STUDIOS’s personnel to work at the Client’s facility and on such computer systems. If UTOPIA STUDIOS determines that the Services require remote access, Client agrees to provide all reasonably requested information. Client also acknowledges and agrees that the providing of the Services may in some circumstances result in disruption of services or potential data/hardware loss.

3. PRICING AND PAYMENT

a. Pricing. The fees (“Fees”) for Service Offerings are set forth in the preceding “Schedule C – Monthly Service Fees”. The hourly rates for Excluded Services agreed to by UTOPIA STUDIOS and Client are set forth in “Schedule B – Excluded Services”.

b. Payment. UTOPIA STUDIOS will invoice Client on a monthly basis per the Fees set forth on Schedule C. Payments are due in advance by the fifth (5th) of each month. Excluded Services are invoiced upon receipt. Non-payment gives UTOPIA STUDIOS the right to suspend or terminate services.

c. Late Fee. Payments not received within 30 days of due date bear interest at 3% per month or maximum allowed by law.

d. Overage Charges. Support hours must be used within the stated period. Projects are quoted separately.

4. TERM AND TERMINATION

This Agreement shall be effective for the length indicated in Schedule C, commencing on the execution date, and shall renew annually unless terminated per terms. Either party may terminate at contract-end with 2 months’ notice. UTOPIA STUDIOS may terminate immediately for non-payment or material breach.

5. OWNERSHIP

Each party retains ownership of its proprietary materials, copyrights, trademarks, and software.

6. CONFIDENTIAL INFORMATION

Both parties agree to protect each other’s confidential information, limit disclosure, and use only as required under this Agreement.

7. HIRING OF UTOPIA STUDIOS’S EMPLOYEES

Client agrees not to hire or solicit UTOPIA STUDIOS employees during the Agreement or for 12 months after termination. Breach incurs liquidated damages equal to 24 months of the employee’s salary.

8. FORCE MAJEURE

Neither party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, war, equipment failure, etc.).

9. REPRESENTATIONS AND WARRANTIES

Both parties warrant authority to enter this Agreement. UTOPIA STUDIOS disclaims any warranties outside those explicitly written herein.

10. DISCLAIMER OF WARRANTIES

All services are provided “as is” and without warranties, except as expressly stated.

11. LIMITATION OF LIABILITY

UTOPIA STUDIOS’s aggregate liability shall not exceed fees paid in the prior 6 months. No liability for indirect or consequential damages.

12. GENERAL TERMS

This Agreement is the entire agreement between the parties. Amendments require written consent. Surviving provisions include payment, confidentiality, and liability limitations.

13. NOTICES

All notices must be in writing and delivered via hand-delivery, recognized courier, or verified email.