COOL FACTOR CRYO LLC 

MASTER SERVICES AGREEMENT 

This Master Services Agreement (“Agreement”) is entered into by and between Cool Factor Cryo LLC, a [State] limited liability company (“Agency” or “CFC”), and the client identified in an applicable Statement of Work (“Client”). This Agreement governs each Statement of Work (“SOW”) executed by the Parties. 

 

The applicable SOW(s), together with this Agreement, Cool Factor Cryo LLC’s Privacy Policy (“Privacy Policy”) [CFC PLACEHOLDER], and any incorporated Change Orders, exhibits, or schedules, form the entire agreement between the Parties regarding the Services. 

In the event of a conflict between this Agreement and a SOW, the SOW shall control. 

 

1. SCOPE OF SERVICES 

Agency will provide Client with experiential marketing and related services (“Services”) as described in one or more mutually executed SOWs. 

 

2. DEFINITIONS 

  • “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. 

  • “Activation” means an event during which Agency provides the Services. 

  • “Business Day” means any weekday excluding U.S. federal holidays. 

  • “Change Order” means a written amendment to a SOW executed by both Parties that changes scope, fees, or timing. 

  • “Change Order Fee” means twenty percent (20%) of the additional fees resulting from a Change Order. 

  • “Client Input” means all materials, content, information, and assets provided by Client in connection with the Services, including all consumer or participant data collected in connection with the Services, unless otherwise expressly stated in a SOW. 

  • “Deliverables” means materials specifically identified in a SOW to be created for Client. 

  • “Fees” means all fees payable by Client as set forth in a SOW. 

  • “Intellectual Property” includes copyrights, trademarks, trade secrets, and all other proprietary rights. 

  • “Statement of Work” (“SOW”) means a mutually executed document defining Services, Deliverables, timing, and Fees. 
    Any exhibit, schedule, or attachment referenced in a SOW is deemed incorporated into and part of that SOW. 

 

3. FEES AND PAYMENT 

Client agrees to pay all Fees in accordance with the applicable SOW. 
Unless otherwise stated in a SOW: 

  • Initial payment is due within seven (7) days of execution of the SOW 

  • Final invoices are due Net 15 

  • Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law 

All Fees are exclusive of applicable taxes. Client is responsible for all taxes associated with the Services, excluding taxes based on Agency’s income. 

 

4. CLIENT RESPONSIBILITIES 

Client agrees to: 

  • Provide timely Client Input as required under the SOW 

  • Ensure all Client-provided materials comply with applicable law 

  • Obtain any rights or permissions needed for Client-provided content 

Schedule Flexibility Clarification: 
Changes to event dates, locations, or schedules that do not increase Fees or materially expand the scope of Services shall not constitute a Change Order, unless expressly stated otherwise in the applicable SOW. 

 

5. INTELLECTUAL PROPERTY 

5.1 Client Materials 

Client retains all ownership in Client Input and Client Intellectual Property. 

5.2 Deliverables 

Deliverables created specifically for Client and identified in a SOW as “Deliverables” are considered works made for hire and owned by Client upon full payment of applicable Fees. 

5.3 Agency Materials 

Agency retains ownership of its pre-existing materials, methods, templates, processes, tools, and know-how (“Agency Materials”). To the extent Agency Materials are embedded in Deliverables, Client receives a non-exclusive, perpetual license to use them solely in connection with those Deliverables. 

 

6. SUBCONTRACTORS 

Agency may use subcontractors to perform the Services and remains responsible for their performance under this Agreement. 

 

7. VEHICLES AND EQUIPMENT 

Where Services involve Agency-provided vehicles or equipment, Agency retains ownership and control unless otherwise stated in a SOW. 

 

8. NO PERFORMANCE GUARANTEES 

Client acknowledges that marketing and experiential programs involve variables outside Agency’s control. 
Agency does not guarantee results, outcomes, sales volume, lead generation, or return on investment. 

 

9. CONFIDENTIALITY 

Each Party agrees to protect the other Party’s confidential information and to use such information solely for purposes of performing under this Agreement. These obligations survive termination. 

 

10. LIABILITY AND OPERATIONAL RESPONSIBILITY 

Each Party is responsible for its own negligence and misconduct. 

Except as expressly stated in a SOW, Agency is responsible for the conduct of its personnel and the operation of Agency-provided equipment during performance of the Services. 

To the maximum extent permitted by law: 

  • Neither Party is liable for indirect, incidental, or consequential damages 

  • Agency’s total liability under this Agreement shall not exceed the Fees paid by Client to Agency in the twelve (12) months preceding the claim 

 

11. INSURANCE 

Each Party agrees to maintain commercially reasonable insurance coverage appropriate to its obligations under this Agreement. 

 

12. TERM AND TERMINATION 

This Agreement becomes effective upon execution of the first SOW and remains in effect until all SOWs expire or are terminated. 

Either Party may terminate a SOW for material breach following written notice and failure to cure. Termination terms may be further specified in the applicable SOW. 

 

13. DISPUTE RESOLUTION 

The Parties agree to attempt good faith resolution of disputes. 
If unresolved, disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Los Angeles County, California. 

Each Party waives the right to a jury trial. 

 

14. GOVERNING LAW 

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

 

15. FORCE MAJEURE 

Neither Party shall be liable for failure to perform due to events beyond reasonable control, excluding payment obligations. 

 

16. INDEPENDENT CONTRACTORS 

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. 

 

17. MARKETING & MEDIA RIGHTS 

Client grants Agency the right to use non-confidential photos, videos, and content created during the Services for Agency’s marketing, website, social media, and business development purposes, provided such use is professional and not misleading. 

 

18. ASSIGNMENT 

Client may not assign this Agreement without Agency’s written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets. 

 

19. ENTIRE AGREEMENT 

This Agreement, together with all SOWs and incorporated documents, constitutes the entire agreement between the Parties and supersedes all prior communications. 

 

20. ORDER OF PRECEDENCE 

If there is a conflict between documents, the order of precedence is: 

  1. Change Order 

  1. SOW (including exhibits) 

  1. This Agreement 

 

21. COUNTERPARTS AND ELECTRONIC SIGNATURES 

This Agreement may be executed electronically and in counterparts, each of which is deemed an original. 

 

SIGNATURES 

COOL FACTOR CRYO LLC 
Signature: __________________________ 
Name: 
Title: 
Date: 

 

CLIENT 
Signature: __________________________ 
Name: 
Title: 
Date: