This Master Service Agreement ("Agreement") is entered into by and between The Balloon Studio Utah, LLC [Referred to as The Balloon Studio] and the individual or entity identified below [Referred to as Client] for custom balloon decor and related installation services ("Services") for the event detailed herein.

1. FINANCIAL AGREEMENTS & PAYMENT TERMS

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1.1 Booking Retainer. A non-refundable retainer of 50% of the total contract value (unless otherwise agreed upon in writing) and a fully executed Agreement are required to reserve the Client’s event date. Retainer funds are immediately earned by The Balloon Studio to secure date exclusivity, perform custom prep work, allocate inventory, and cover initial administrative overhead.

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1.2 Final Payment Schedule. The remaining contract balance ("Final Payment") must be paid in full no later than fourteen (14) calendar days prior to the Event Date. If the Client fails to remit the Final Payment by this deadline, The Balloon Studio reserves the right to immediately terminate this Agreement, release the reserved date, and withhold all funds previously paid as liquidated damages.

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1.3 Short-Notice Bookings. For Services requested, originated, or booked fourteen (14) calendar days or fewer prior to the Event Date, payment in full (100%) is required immediately upon contract execution to secure date booking and material procurement.

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1.4 Scope Changes & On-Site Delays. Unplanned or uncontracted services required on the Event Date—including on-site design additions, extended waiting periods caused by venue unreadiness, or scope modifications—shall be billed as overtime at a rate of $75.00 per hour, payable prior to final completion.

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1.5 Fixed Contract Value. Contracted Services represent a locked package. Decreases in scope, inventory deductions, or service reductions requested by the Client are not permitted following contract execution. Additional services or items may be added subject to material availability and additional fees.​​

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2. CANCELLATION, POSTPONEMENT & CHARGEBACK WAIVER

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2.1 Non-Refundable Policy. Due to the custom nature of balloon installations, advance ordering of specialty materials, and reservation of studio resources, all payments made to The Balloon Studio are non-refundable.

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2.2 Late Cancellations. If the Client cancels this Agreement less than fourteen (14) calendar days prior to the Event Date, the full remaining contract balance shall become immediately due and payable to compensate The Balloon Studio for rendered design hours, custom material acquisitions, and lost booking opportunities.

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2.3 Postponement & Rescheduling. If the Client requests to postpone the event, paid retainers may be transferred to a new event date, subject to the following strict conditions:

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(a) Timeframe: A replacement date must be formally confirmed in writing within

six (6) months of the original Event Date. Failure to establish a new date within this window constitutes a cancellation under Section 2.1.

(b) Availability & Rates: Rescheduled events are strictly subject to The Balloon Studio's availability and current market pricing at the time of rebooking.

(c) Added Expenses: The Client shall pay all additional fees arising from the postponement, including increased material prices, vendor restocking fees, rush delivery charges, or additional labor.

(d) Payment Adjustments: The Final Payment schedule shall shift to reflect the new event date. However, if the rescheduled date is within fourteen (14) days of confirmation, the full remaining balance is due immediately.

(e) Re-booking Fees: Subsequent date changes beyond the initial postponement are subject to additional administrative rebooking fees or contract cancellation.

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2.4 Chargeback & Merchant Dispute Waiver. The Client expressly acknowledges that payments made under this Agreement represent compensation for specialized preparation, custom design, labor, and exclusivity. The Client agrees not to initiate any credit card chargeback, merchant dispute, or payment reversal against The Balloon Studio. In the event of a breach of this clause, the Client shall reimburse The Balloon Studio for all bank fees, dispute collection expenses, and legal costs incurred.

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3. DESIGN MODIFICATIONS & MATERIAL SUBSTITUTIONS

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3.1 Post-Approval Changes. Any modifications requested by the Client following initial design approval or material procurement—including adjustments to dimensions, color schemes, quantities, or venue placement—shall incur additional design and material fees. All such fees must be paid in full prior to installation.

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3.2 Material Availability & Substitutions. Balloon inventory availability fluctuates across manufacturers. The Balloon Studio reserves the right to make minor, professional material substitutions of equal or higher quality to match the approved aesthetic without prior notice if specified products become unavailable or delayed.

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4. SITE ACCESS, TIMELINES & ON-SITE CONDITIONS

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4.1 Installation Access. The Client must guarantee The Balloon Studio a minimum setup window of two (2) uninterrupted hours (or more if specified in the service invoice) prior to the event start time. The installation area must be clean, clear, and fully accessible upon The Balloon Studio's arrival.

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4.2 Access Delays. Delays in venue access, room readiness, or obstruction caused by the venue, Client, or other vendors that delay setup will incur overtime fees under Section 1.4 and may result in an incomplete installation for which The Balloon Studio accepts no liability.

4.3 Strike & Tear-Down Delays. The Client must ensure The Balloon Studio is granted immediate access for equipment retrieval and tear-down at the agreed-upon post-event time. Tear-down delays caused by extended guest occupancy, venue holds, or restricted entry shall be billed to the Client at $75.00 per hour during standard business hours (8:00 AM – 8:00 PM) and $100.00 per hour for after-hours or late-night retrievals (after 8:00 PM).

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4.4 Distractions & Interference. The Balloon Studio requires an uninterrupted workspace to ensure structural integrity and timely completion. The Balloon Studio is not responsible for delayed execution, visual defects, or reduced design quality resulting from interference or distraction caused by guests, venue personnel, or third-party vendors.

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4.5 Safe Working Environment. The Client is responsible for maintaining a safe, non-hazardous environment for The Balloon Studio personnel. The Balloon Studio reserves the right to cease installation and vacate the premises immediately if staff experience harassment, physical threats, unsafe conditions, or hostile behavior. In such events, all fees remain non-refundable and fully earned.

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5. PROPERTY DAMAGE, RENTALS & BALLOON SURVIVAL DISCLAIMER

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5.1 Rental Equipment & Framing Liability. All structural hardware, backdrops, stands, neon signs, plinths, and framework supplied by The Balloon Studio remain the exclusive property of The Balloon Studio. The Client assumes full financial liability for any damage, loss, theft, or vandalism to rental property occurring from the time of setup through post-event retrieval. Damaged or missing rentals will be billed to the Client at full actual replacement value.

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5.2 Environmental & Weather Risk (Pop Disclaimer). Balloons are organic, delicate products sensitive to heat, sunlight, wind, humidity, sharp edges, rough surfaces, and air pressure shifts. The Balloon Studio does not guarantee balloon longevity or structure survival for outdoor installations. Direct sun, extreme temperatures (above 80°F or below 50°F), or heavy wind will cause popping, oxidation (matte film), or deflation. The Balloon Studio is not responsible for post-installation damage or environmental deterioration after setup completion.

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5.3 Guest & Child Safety. The Balloon Studio’s products are decorative installations and are not intended for climbing, pulling, or ingestion. Uninflated balloons or popped latex present potential choking hazards. The Client assumes complete responsibility for guest conduct and child supervision around all decor structures.

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6. INTELLECTUAL PROPERTY & MEDIA RIGHTS

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6.1 Proprietary Designs. All documentation, custom design concepts, digital renderings, mockups, and proposals created by The Balloon Studio remain the sole intellectual property of The Balloon Studio. The Client shall not transfer or distribute these materials to competing vendors.

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6.2 Promotional & Media Grant. The Client authorizes The Balloon Studio to capture photographs and video footage of all decor installations on-site for portfolio, website, marketing, social media, and promotional purposes. The Balloon Studio retains all rights and copyright ownership of such media.

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7. LIMITATION OF LIABILITY, INDEMNIFICATION & FORCE MAJEURE

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7.1 Limitation of Liability. To the fullest extent permitted by law, the total liability of The Balloon Studio for any claims, losses, or damages arising under or related to this Agreement shall be strictly limited to the total monetary amount actually paid by the Client to The Balloon Studio under this Agreement.

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7.2 Indemnification. The Client agrees to indemnify, defend, and hold harmless The Balloon Studio, its owners, employees, and subcontractors from and against any and all claims, actions, suits, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from personal injury, property damage, or guest misconduct occurring at the event, except to the extent caused by the sole gross negligence of The Balloon Studio.

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7.3 Force Majeure & Government Acts. Neither party shall be liable for failure to perform its contractual obligations if such failure arises from an Act of God, severe weather event, war, civil unrest, epidemic/pandemic, act of government, local emergency declaration, severe road closure, or sudden tragic emergency outside reasonable control. In such event, funds paid shall be handled in accordance with the Postponement Policy (Section 2.3).

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8. GENERAL PROVISIONS

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8.1 Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Venue for any legal action arising from this Agreement shall lie exclusively in the state or federal courts located in Utah County, Utah.

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8.2 Attorney’s Fees. If legal action or collection procedures are instituted to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees, collection costs, and court fees.

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8.3 Integration & Modifications. This document constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior verbal or written understandings. Any amendments or revisions must be executed in writing and signed by both parties.

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8.4 Client Guide Integration. The Client acknowledges receipt of The Balloon Studio Client Guide and agrees that all operational protocols, safety requirements, and site preparation terms set forth therein are hereby incorporated into this Agreement.