Terms and Conditions 

The following terms and conditions (“Agreement”) govern the contractual obligations of the parties and comply with the requirements of the business-to-business transportation of cannabis pursuant to the Department of Cannabis Control (DCC) and local city and county regulations. 

1. Definitions. 

a. “FROSTED SOLUTIONS” means Frosted Solutions LLC or MGVS Corp dba Frosted Solutions, its employees, directors, officers, shareholders, agents, representatives, assigns, affiliated companies, and related entities. 

b. “Consignor” or “Customer” means the person or company on whose behalf FROSTED SOLUTIONS has been hired to arrange the transportation of shipment, as well as their agents and/or representatives and any principal on whose behalf they are acting. 

c. “Shipment” means cannabis and cannabis products and finished cannabis products as defined by the Department of Cannabis Control (DCC), including any packaging, containers, or other shipping units or materials, tendered to FROSTED SOLUTIONS 

d. “Consignee” is the person or company who is legally entitled to receive the Shipment at the delivery address. 

e. “Cool” means the temperature in the vehicle shall be between 40 and 50 degrees Fahrenheit. a. “Refrigerated” means the temperature in the vehicle shall be between 32 and 40 degrees Fahrenheit. 

f. “Frozen” means the temperature in the vehicle shall be between 16 and 32 degrees Fahrenheit. a. “Deep Frozen” shall mean the temperature shall remain under 16 degrees Fahrenheit. a. “Trip” shall be from the place(s) of pick up to the place of Final delivery. a. “Route” means the highways, roads and byways selected by FROSTED SOLUTIONS in its sole decision-making authority as to delivery of Shipment. 

g. “Wait Time” means the allocation of time after the 35 minutes allocated loading time that the FROSTED SOLUTION vehicle is unable to commence to route or is delayed from delivery of Shipment. h. “Transportation License” means the DCC license C11 issued to FROSTED SOLUTIONS by the State of California. 

i. “Weight” shall mean the weight of the Cannabis or cannabis products and finished cannabis products, including any packaging, containers, or other shipping units or materials, tendered to Frosted Solutions. FROSTED SOLUTIONS reserves the right to reweigh, re-measure or require the goods to be reweighed, re-measured or revalued and charge proportional additional charges accordingly at any time.

J. “Volume” shall mean the total cubic measurement of the Cannabis or cannabis products and finished cannabis products, including any packaging, containers, or other shipping units or materials, tendered to FROSTED SOLUTIONS. FROSTED SOLUTIONS reserves the right to re-measure or require the goods to be re-measured to verify the declared volume. In the event of a discrepancy between the declared and actual volume, FROSTED SOLUTIONS may adjust pricing and apply proportional additional charges accordingly. Volume may be considered in the calculation of space allocation, truckload capacity, and minimum rate thresholds.

2. Deliverables. FROSTED SOLUTIONS shall provide the following deliverables:

 ● Compliance Packet (Including but not limited to license information, W-9, payment instructions, and contact information). 

● Order confirmation. 

● Vehicle and Driver Information supplied to the Customer 12 hours in advance of pickup. 

● Confirmation as to time of pickup and Estimated Time of Arrival (ETA) 

● Confirmation of delivery, including the trip history, and temperature report. 

3. Fees. FROSTED SOLUTIONS shall provide Customers with an estimated price for transportation of Shipment determinant on factors including but not limited to volume, weight, mileage, temperate setting, and wait times. FROSTED SOLUTIONS reserves the right to revise an estimated price, even after the Customer’s original acceptance, to reflect the shipment tendered and Customer shall be

responsible for the payment of the actual services provided. Prices are based on the current price sheet which is subject to change without notice. 

4. Minimum Fee. Notwithstanding any other provisions in Agreement, and provided FROSTED SOLUTIONS is not in any breach of the obligations hereunder, Customer shall pay to FROSTED SOLUTIONS a minimum fee of $495 (four hundred and ninety-five dollars) in the event the price for the actual Trip is under the minimum fee amount of $495 (four hundred and ninety-five dollars). For clarification purposes, and without limiting the foregoing, the Minimum Fee shall apply even in the event a Customer claims Force Majeure. Minimum applies to any confirmed trip regardless of cancellation, reroute, or incomplete load unless Frosted Solutions is at fault.

5. Changes to Pick-up or Delivery Address. In the event Customer provides a new address for pick-up or delivery, FROSTED SOLUTIONS shall require a copy of the DCC license associated with said new or additional address. Any requested change to the original address shall incur cost modification based on the new Trip. 

6. Wait Time. FROSTED SOLUTIONS allows 35 (thirty-five) minutes for loading and unloading of Shipment. Any time after the 35 (thirty-five) minute allocation time shall be billed to Customer at $200/hour (two hundred dollar), in increments of .1 of an hour. Time starts when the shipment arrives at scheduled time. If the truck is more than 1 (one) hour late and can not be immediately loaded due to scheduling conflicts the time will start when the shipment begins to be loaded at pickup or accepted at delivery. 

7. Cancellations. In the event the Customer terminates or cancels this Agreement the following shall apply: 

● In the event of cancellation less than 24 hours before the scheduled pick-up time, the Customer shall be liable for the entire fee provided in the original estimate. 

● In the event that Customer provides written notice in excess of 24 hours before the scheduled pick-up, Customer shall be responsible for payment of a fee of $295 (two hundred and ninety-five dollars). 

8. Payment Terms. FROSTED SOLUTIONS requires payment at the time the Customer books the Trip. If the Customer would like to pay at the time of delivery it must be agreed upon in writing with FROSTED SOLUTIONS before the trip.. There shall be no extension of payment terms unless FROSTED SOLUTIONS has agreed to such payment terms in writing. FROSTED SOLUTIONS reserve the right, where a genuine doubt exists as to Customer’s financial position or if Customer is in default of any payment obligation, to suspend delivery or performance of any Agreement or any part thereof without liability and without prejudice to, and without limitation of, any other remedy available to FROSTED SOLUTIONS until Customer cures the default or satisfactory security for payment has been provided. 

9. Refusal or Rejection of Shipment. FROSTED SOLUTIONS reserves the right to refuse, hold, cancel, postpone or return any Shipment at any time if such Shipment would in the opinion of FROSTED SOLUTIONS likely to cause damage or delay to other Shipments, or the transportation of said Shipment is prohibited by law or is in violation of any of these conditions, or the person or entity responsible for payment is not in good credit standing. The fact that FROSTED SOLUTIONS accepts a Shipment does not mean that said Shipment conforms to applicable laws and regulations. 

10. Shipment Seizures. FROSTED SOLUTIONS shall not be liable in any circumstances for any claim which relates to seizure or detention of Shipment in the course of transit by Customs or other governmental agency. FROSTED SOLUTIONS shall comply with all applicable laws and cooperate with

any governmental agency or law enforcement as to any related seizure. 

11. CUSTOMER OBLIGATIONS 

11.1 The Customer shall provide: 

A. Accuracy of Information. 

The Customer represents, warrants and covenants that any information provided by it to FROSTED SOLUTIONS, including but not limited to providing the correct Shipment specifications, licensing and permits, shall be true, accurate and complete. In the event the Customer is using a fictitious business name (“FBN” or DBA”) proof of registration with the appropriate county shall be provided to FROSTED SOLUTIONS prior to picking up of the shipment. 

B. Licenses and Permits: 

Customer and the Consignee shall at all times have the required DCC licenses, City and County permits and be in compliance with all State and Federal Laws. 

Customer is responsible for providing FROSTED SOLUTIONS with a copy of DCC license for both Customer and the Consignee. The CLIENT shall provide a complete Compliance Packet 24 hours prior to pick up of any shipment. 

C. Acceptable Packaging Types: 

FROSTED SOLUTIONS shall only accept Storage totes with lids, tied or sealed trash bags, sealed turkey bags or undamaged and closed boxes. Under no circumstances will FROSTED SOLUTIONS accept open containers, glass jars or c-vault containers not in boxes with padding.

D. Size: 

At the time the order is placed, the Customer shall provide FROSTED SOLUTIONS with an accurate number, size/volume and description of each package. 

E. Weight & Volume: 

At the time the order is placed, the Customer shall provide FROSTED SOLUTIONS with the weight and volume of the Shipment. 

F. Temperature Requirements: 

Customer acknowledges and agrees that in the event Customer requires a Shipment temperature outside the standard Frozen temperature provided by FROSTED SOLUTIONS, Customer shall make a written request to FROSTED SOLUTIONS. No temperature other than the Frozen temperature herein shall be agreed unless FROSTED SOLUTIONS accepts such in writing. FROSTED SOLUTIONS is not liable for temperature deviation due to mechanical failure unless negligence or lack of standard maintenance is proven.

G. Loading and Unloading: 

Customer shall be responsible for all loading and unloading of Customer’s Shipment upon FROSTED SOLUTION’s vehicles. FROSTED SOLUTION’s drivers are only responsible for securing the Shipment once it is placed on the vehicle. In the event FROSTED SOLUTIONS is required to load, reload or unload the Shipment from the vehicle, a fee of $295 (two hundred and ninety-five dollars) shall be applied to the total fee. 

H. Complete Addresses & Point of Contact for Pick-up and Delivery. 

FROSTED SOLUTIONS shall provide the Customer with details of the driver and truck before the trip. Customer shall be responsible for providing complete addresses as to both pick-up and delivery as well as the point of contact at these locations. All addresses as to pick-up and delivery must be identified on the submitted DCC license. FROSTED SOLUTIONS shall not pick up any shipment without the Customer completing and delivering a manifest to FROSTED SOLUTIONS. 

11.2 Customer Shall Not: except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties: 

A. Place any tracking device in Shipment unless such is expressly agreed in writing by FROSTED SOLUTIONS. 

A. Place any unmanifested goods onboard vehicles. 

A. Follow the vehicle during the trip or contract a party to follow vehicle carrying shipment. A. Place any hazardous goods i.e., dry ice or butane-soaked cannabis product, as part of Shipment. 

A. Attempt to drive, operate, fill up fuel/fluid levels or secure any part of the vehicles owned by FROSTED SOLUTIONS 

A. Place an order on behalf of an entity they are not employed at currently 

12. Limitation of Liabilities. The Customer hereby waives and releases FROSTED SOLUTIONS, its subsidiaries, affiliates, employees, directors, officers, and agents from any and all possible claims, demands, suits and causes of action for incidental and consequential damages, including but not limited to, lost profits, business interruption or similar claims or damages it may have arising out of or relating to FROSTED SOLUTIONS performance or alleged breach of this Agreement. 

13. Disclaimer of Warranty. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. 

14. Indemnification. To the extent permitted by law, Customer agrees to indemnify, defend and hold harmless FROSTED SOLUTIONS and its officers, agents, and employees from and against all claims, suits, proceedings, hearings, investigations, charges, demands, injunctions, costs, amounts paid in settlement and fees, including court or arbitration costs and reasonable attorney’s fees (collectively the “Claims”), arising out of or related to any breach of Customer’s obligations, duties and responsibilities set forth in this Agreement, including any claims related to negligence or tortious conduct by Customer,

except as otherwise stated in this Agreement including claims relating to obligations FROSTED SOLUTIONS has agreed are its obligations in this Agreement. 

15. Force Majeure. Except as otherwise provided in this Agreement, the obligations of the parties in this Agreement shall be temporarily suspended during any period(s) in which either of the parties is unable to comply with the requirements of this Agreement by reason of: the acts of God or the public enemy; fire; flood; labor disorder; civil commotion; government interference; or other contingencies similar or dissimilar to the foregoing beyond the reasonable control of the affected party. 

16. Severability. In the event that the operation of any portion of this Agreement results in a violation of any Federal, State, Provincial or local law, the parties agree that such portion shall be severable as to service performed in the jurisdiction in which the operation would result in a violation and that the remaining provisions of this Agreement shall continue in full force and effect. 

17. No Partnership or Joint Venture. The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them. 

18. Controlling Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law. 

19. Arbitration. 

19.1 Any controversy or dispute between the parties, whether arising out of or in connection with this Agreement or otherwise, shall be resolved in an arbitration before the American Arbitration Association (AAA) in accordance with AAA’s then existing Commercial Arbitration Rules at the AAA location in Los Angeles County, California. The administrative cost of the arbitration and the arbitrator's fee shall be shared equally by the parties. 

19.2 In such arbitration, the arbitrator shall have no authority or power to amend, modify, or in any other way change any of the terms of this Agreement. All decisions of such arbitrator shall be final and binding upon both parties. The prevailing party in such Arbitration as determined by the arbitrator in his or her decision shall be awarded an amount equal to its reasonable attorney’s fees incurred in connection with such arbitration, in addition to what other relief may be awarded. 

19.3 Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 

20. Headers: The inclusion of headers in this Agreement is for the convenience of the Parties only and shall not be considered when interpreting this Agreement

21. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by both parties. 

22. Incorporation by Reference. All licenses, permits and schedules, are incorporated herein by reference and will form a part of this Agreement as if set forth herein in their entirety.

23. Notices. Any notice or communication required or permitted under this Agreement shall be deemed sufficiently delivered if such delivery is in person or by certified mail, email, or other electronic means, to the address set forth in the opening paragraph, or to such address, or email address, as each party shall provide.