PARTY TIME TEXAS

TERMS AND CONDITIONS

Effective Date: July 6, 2026 | Version 2.1

These Terms and Conditions ("T&Cs") govern all services provided by vendors, independent contractors, entertainers, equipment suppliers, and service providers ("Vendor") to Party Time Texas ("PTT") through the issuance of a Purchase Order ("PO"). By accepting a PO issued by PTT, submitting an invoice for payment, or performing services under a PO, the Vendor acknowledges having read, understood, and agreed to these T&Cs in their entirety. These T&Cs are incorporated by reference into every PO issued by Party Time Texas. In the event of any conflict or inconsistency between these T&Cs and the terms of a specific PO, the PO shall control.

All specific detailed event details which do not affect the scope of work and pricing outlined in the PO (such as color preferences, music selections, style preferences, or other event-specific customizations) shall be coordinated, communicated, and agreed to by the Vendor through the Vendor Portal. In the event of any conflict or inconsistency between the PO and the event details documented in the Vendor Portal, the Vendor Portal shall control, provided such details do not alter the PO scope of work or pricing terms.

1. Definitions

As used throughout this Agreement, the following terms have the meanings set forth below:

"Purchase Order" means the written authorization issued by PTT to Vendor specifying the event date, location, services to be provided, compensation, and applicable terms.
"Event" means the occasion, function, or production described in the PO for which Vendor's services have been engaged.
"Vendor" means the independent contractor or company engaged by PTT to provide services as specified in the Purchase Order and these Terms and Conditions.
"Services" means the work, labor, equipment, materials, or performance provided by Vendor as described in the Purchase Order and applicable Event specifications.
"Certificate of Insurance (COI)" means the written proof of liability insurance coverage issued by Vendor's insurance carrier naming PTT as additional insured, documenting the minimum required coverage limits.
"Setup" means the preparation phase beginning at the designated setup time and concluding when all Vendor services and equipment are fully installed, tested, and ready for Event execution.
"Pre-Setup Images" means timestamped photographs submitted by Vendor showing the Event location and conditions prior to setup commencing, serving as verification of Vendor arrival time and baseline documentation.
"Post-Setup" means the completion of all setup work and equipment installation as specified in the Purchase Order.
"Post-Strike" means the breakdown and removal of all equipment and services following Event conclusion, including site restoration to its pre-Event condition.
"Post-Strike Images" means timestamped photographs submitted by Vendor showing the Event location after complete teardown and departure, documenting final site condition.
"Damage" means any physical harm, defect, wear beyond normal use, or deterioration to Client property, venue facilities, third-party property, or PTT-provided equipment occurring during the Event or while equipment is in Vendor's custody.
"Variations" means changes to the original scope of services, timeline, location, or deliverables requested by the Client after the PO is issued, requiring written authorization and potential rate adjustment.
"Payment" means compensation due to Vendor for services rendered, calculated based on the PO amount minus any applicable penalties, withholdings, or adjustments, and processed according to the payment schedule specified in Section 7.
"Penalty" means a financial deduction from the PO amount assessed for specific performance infractions including late arrival, delayed setup completion, or late teardown.
"Non-Solicitation" means the restriction prohibiting Vendor from directly soliciting, recruiting, or encouraging PTT Clients, vendors, employees, or service partners to engage Vendor's services outside of PTT's engagement.
"Non-Circumvention" means the restriction prohibiting Vendor from bypassing, disrupting, or interfering with PTT's existing business relationships with Clients, vendors, or service partners. If a Client contacts Vendor directly regarding services, Vendor is obligated to redirect the Client to PTT and decline to engage in direct business discussions outside of PTT's coordination.
"Force Majeure" means an unforeseeable event of catastrophic nature (government-declared natural disaster, pandemic, war, terrorism) beyond the control of either party that prevents performance of obligations under these T&Cs.
"Independent Contractor" means Vendor's legal status as an independent business entity, not an employee of PTT, responsible for all taxes, insurance, and business expenses.
"Binding Mediation" means a dispute resolution process in which both parties present their case to a neutral third-party mediator whose decision is final and enforceable, with costs split between parties unless one party refuses to participate.
"Professional Standards" means Vendor's obligations to conduct themselves with professionalism, courtesy, and respect toward PTT, Clients, guests, and third parties at all times while onsite.
"Satisfactory" means services meeting the specifications outlined in the PO and Vendor Portal, performed in a professional manner, and meeting Client expectations as confirmed through the Post-Event Survey or direct Client approval.
"Onsite" means the Event venue location where Vendor is assigned to perform services, including all areas from arrival through departure (setup through teardown).
"Client" means the end customer for whom PTT is producing the Event.
"Program Manager" means the PTT staff member designated as the primary point of contact and sole decision-making authority for Vendor coordination and management during the Event, as identified in the PO or Vendor Portal. The Program Manager is the exclusive authority for approving variations, modifications, disputes, and vendor-related decisions. Vendors must direct all requests, approvals, and concerns exclusively to the Program Manager, not to sales representatives or other PTT personnel.
"Vendor Portal" means PTT's online platform through which Vendor will accept PO details, confirm arrival times, submit timestamped event documentation photos (setup, teardown, damage assessment), and electronically sign client-directed variations.
"Post-Event Feedback Survey" means the completion form Vendor submits within two (2) days of Event completion, documenting all event details, client communications, variations, and performance notes; submission constitutes final billing acceptance for the PO.
"Confidential Information" means all non-public information regarding the Client, Event, pricing, operations, vendor networks, client lists, and any sensitive details Vendor becomes aware of through engagement with PTT.

2. Vendor Eligibility & Onboarding

No Purchase Order shall be issued to any Vendor until Vendor has completed PTT's Vendor Onboarding process. Onboarding includes, but is not limited to:

Completion of PTT Vendor Onboarding Questionnaire
Submission of completed W9 form
Submission of DWC (Department of Workers' Compensation) form or equivalent proof of workers' compensation status
Proof of required insurance: Certificate of Insurance (COI) with minimum limits of $1,000,000 per occurrence / $2,000,000 general aggregate, with PTT's full legal name (Olde Glory Entertainment, LLC, dba Party Time Texas) named as additional insured
Submission of Price Sheets detailing hourly rates (for service providers) or rental/equipment pricing (for equipment providers) as required based on service offerings
Acknowledgment and acceptance of these T&Cs
Any category-specific certifications, permits, or disclosures required for Vendor's service type

Notification of Changes:

Vendor must notify PTT in writing within five (5) business days of any changes to insurance coverage limits, pricing, service offerings, key personnel, or any other material changes including but not limited to: changes to Vendor's key personnel or subcontractors, equipment or service offerings, business entity or legal structure, phone or contact information, facility or service location, certifications or licenses, tax or payment information, or any other information that could affect Vendor's ability to execute services, PTT's accounting records, or communication with Vendor. Failure to provide timely notification of material changes may result in: (a) payment withholding until changes are documented; (b) contract suspension; or (c) removal from future PO consideration. PTT will update Vendor's profile accordingly upon receipt of documentation.

Once a Vendor has completed onboarding, PTT may issue POs at its discretion. Failure to maintain current insurance, comply with notification requirements, or meet PTT requirements may result in suspension or termination of Vendor eligibility.

Criminal History Disclosure & Background Check Requirements:

Vendor must disclose in the Vendor Onboarding Questionnaire the following information for Vendor and any employee or subcontractor of Vendor who will be directly involved in Setup, execution, or Post-Strike of the Event:

whether Vendor or any employee or subcontractor of Vendor is currently listed on any sex offender registry in Texas or any other state;
whether Vendor or any employee or subcontractor has any pending felony or misdemeanor charges; and
whether Vendor or any employee or subcontractor has been convicted of a violent crime or sex crime within the past ten (10) years; and
whether Vendor or any employee or subcontractor has been convicted of felony theft within the past ten (10) years.

Vendor must update this disclosure if any pending charges are filed or if circumstances change. Any undisclosed pending criminal charges or false disclosure shall result in immediate termination of the engagement, forfeiture of all unpaid compensation, and potential suspension or permanent removal from Vendor eligibility.

Criminal Conduct at Event: If Vendor is arrested, cited, charged with a crime, or engages in criminal conduct at any point from the time Vendor arrives at the Event location through final departure, Vendor shall be immediately terminated from the engagement with no compensation due for services performed, and PTT reserves the right to pursue all available legal remedies.

Client-Requested Background Checks: If a Client requests a background check of Vendor or Vendor's personnel, the Client shall submit all personnel names and information to PTT for verification purposes. Vendor agrees to cooperate with any client-requested background check and to provide accurate information. The cost of any background check shall be borne by the Client. PTT shall facilitate the request but shall not be responsible for the background check process or results.

3. Service Engagement & Purchase Order Acceptance

Each PO issued by PTT constitutes an offer to Vendor. Vendor's acceptance of the PO and confirmation through the Vendor Portal of all event details constitutes Vendor's agreement to perform services and to be bound by these T&Cs, the PO terms, and all applicable Event details posted in the Vendor Portal.

Vendor must review the PO within the timeframe specified by PTT. If no specific timeframe is designated, Vendor shall have five (5) business days from PO issuance to accept. If Vendor does not accept the PO within the specified timeframe, PTT may cancel the PO and reissue it to another Vendor or modify and reissue to the same Vendor at PTT's sole discretion.

All event details, including scope of services, setup requirements, timeline, location, Client specifications, and any variations or modifications, shall be documented in the Vendor Portal. Vendor is solely responsible for reviewing all Portal information prior to and throughout the Event engagement.

4. Vendor Responsibilities & Professional Standards

4.1 Professional Conduct

Vendor agrees to conduct themselves in a professional, courteous, and respectful manner at all times while engaged with PTT, Client, guests, and any third parties at the Event. Vendor shall not engage in behavior that could reflect poorly on PTT or the Client, including but not limited to: abusive or threatening language, intoxication, drug use, discrimination, sexual misconduct, or behavior that compromises the safety or experience of event participants.

4.2 Personal Hygiene & Professional Attire

Vendor shall maintain professional personal hygiene standards. Vendor shall wear professional attire as specified in the PO or Vendor Portal. Where no specific attire is mandated, Vendor shall wear business casual or higher. Any deviations from specified attire must be requested in writing to the Program Manager no less than seven (7) days prior to the Event and are subject to PTT approval.

PTT or Client reserves the right to refuse Vendor entry to an Event or to discontinue Vendor's services if Vendor fails to meet professional appearance or hygiene standards.

4.3 Communication & Point of Contact

Vendor shall communicate exclusively with the Program Manager identified in the PO regarding all Event matters, including questions, concerns, variations, delays, or changes. The Program Manager is Vendor's sole point of contact at PTT. Vendor shall not communicate directly with the Client unless expressly authorized by the Program Manager in writing.

4.4 Schedule Adherence & Punctuality

Vendor must arrive at the scheduled time(s) specified in the PO (or within the timeframe specified therein) and remain onsite until all contracted services for that phase are complete. For vendors whose services span multiple phases or dates (such as equipment rental, setup-only, teardown-only, or similar service models), the arrival and departure schedule shall be as specified in the PO, and Vendor shall remain until all services contracted for that specific phase are complete. Late arrival or early departure without prior approval may result in compensation reduction via penalty assessment. Chronic lateness or absence may result in removal from future PO assignments.

5. Planning & Event Execution Requirements

5.1 Vendor Portal Acceptance

Vendor must accept all Event details through the Vendor Portal no later than the deadline specified in the PO. Vendor is responsible for verifying address, setup time, location details, Client specifications, attire requirements, and any special instructions.

5.2 Pre-Setup Documentation

Vendor must be onsite and at the designated setup location prior to the setup time indicated in the Vendor Portal. Prior to beginning setup, Vendor must photograph the entire setup area showing current conditions, identifying any existing damage, obstacles, or concerns. Submission of these Pre-Setup Images through the Vendor Portal (or to Program Manager) before commencing work constitutes confirmation that Vendor has arrived on time and is ready to begin the contracted setup time. The timestamp of the Pre-Setup photographs serves as the official arrival time confirmation. Images must be captured of the Event site no later than the start of the Setup time specified in the PO.

If Vendor arrives after the scheduled setup time indicated in the Vendor Portal, this will be documented in the attendance records and may result in a penalty assessment per Section 7.4.

5.3 Setup Documentation

Upon completion of setup, Vendor must confirm Post-Setup completion time through the Vendor Portal and submit a minimum of three (3) timestamped photographs documenting the completed setup, equipment placement, and all deliverables as specified in the PO. Images must be captured of the Event site no later than the Event Start Time (or the Post-Setup completion deadline) specified in the PO.

5.4 Client Communications & Variations

All communications with the Client regarding any aspect of the Event including requests, changes, concerns, or additional requests must be reported to the Program Manager within twenty-four (24) hours of receipt, or immediately by direct contact to the Program Manager if the Client request is time-sensitive or requires immediate decision-making to avoid delays or liability. Vendor shall not commit to any variation, addition, or change in services without prior written approval from the Program Manager.

Any Client-directed variations (such as overtime, early arrival, delayed departure, location changes, scope modifications, or any other deviation from the original PO terms) must be documented by obtaining a written or electronic signature from the Client's Onsite Point of Contact (through the Vendor Portal or email) confirming the variation, and this documentation must be submitted to the Program Manager for approval and rate confirmation prior to implementation.

5.5 Post-Strike & Departure

Vendor is responsible for complete breakdown (post-strike) of all equipment and services. Upon completion of post-strike, Vendor must confirm departure time through the Vendor Portal and submit a minimum of three (3) timestamped photographs documenting the completed teardown and final site conditions.

Vendor shall leave the Event site in the same or better condition than prior to setup, removing all personal items and any waste generated during the Event.

Early strike (teardown prior to Client approval or scheduled end time) is NOT permitted unless Client provides written approval. Any approved early strike must be documented with photographic evidence and communicated to the Program Manager prior to commencement of early strike. Should any damage be discovered during or immediately after post-strike to Client property, venue property, third-party property, or PTT-provided equipment, Vendor must document this damage thoroughly with multiple timestamped photographs showing the damage from multiple angles and in detail. This documentation must be reported directly to the Program Manager within 24 hours of discovery. Failure to report post-strike damage in a timely manner may result in Vendor being held liable for all repair or replacement costs.

6. Event Documentation & Billing Requirements

Vendor shall not be eligible for payment unless ALL of the following conditions are satisfied:

Pre-Setup Images with timestamped arrival confirmation
Post-Setup Images with setup completion time confirmation
Post-Strike Images with departure confirmation
Signed Client Communications Variations images (if applicable); and Completed Vendor Post-Event Feedback Survey submitted within two (2) days of Event completion
Client Post-Event Satisfaction Survey acknowledgment OR written approval from the PTT Program Manager confirming successful Event completion

All Vendors must submit the Vendor Post-Event Feedback Survey within two (2) calendar days of Event completion through the Vendor Portal, as this is a required condition for payment processing. Vendors may select one of two invoicing methods: Invoice Method: Vendor submits a separate written invoice to PTT within two (2) calendar days of Event completion. The Post-Event Feedback Survey is submitted separately as a required documentation deliverable. Survey-as-Invoice Method: Vendor may elect to submit the Vendor Post-Event Feedback Survey through the Vendor Portal as their final invoice. In this case, no separate invoice is required. Submission of the Vendor Post-Event Feedback Survey constitutes Vendor's certification that all services have been completed per the PO and these T, and the survey submission automatically triggers PTT's billing process for the accepted PO amount and satisfies the invoicing requirement.

Submission of the Vendor Post-Event Feedback Survey constitutes Vendor's certification that all services have been completed satisfactorily, all documentation has been provided, and Vendor accepts the compensation specified in the PO.

For purposes of these TCs, services shall be deemed satisfactorily completed when: (a) all deliverables specified in the PO have been fully performed according to the scope, timeline, and Client specifications outlined in the PO and Vendor Portal; and (b) the Client has confirmed satisfaction with the services performed, either through the Client Post-Event Satisfaction Survey or through written approval from the PTT Program Manager. If the Client indicates dissatisfaction, PTT shall work with both parties within a thirty (30) day window to address deficiencies and determine appropriate remediation or compensation adjustment. If PTT and Vendor reach agreement during this period either on remediation or that the Client's dissatisfaction is unreasonable payment shall be released. If no agreement is reached within thirty (30) days, the matter escalates to the formal dispute resolution process in Section 16. Should Vendor note any discrepancies or issues in the Survey, PTT will document these items for consideration and discussion with the Client for resolution.

7. Compensation Payment Terms

7.1 Compensation

Vendor shall be compensated according to the rate(s) and total compensation amount specified in the PO. The PO amount constitutes full and complete compensation for all services described therein. Additional compensation for Client-approved variations requires prior written approval from the Client and notification to the Program Manager before performing any additional services. All taxes, insurance, and business expenses are the sole responsibility of Vendor and are not reimbursable unless explicitly stated in the PO.

7.2 Payment Schedule

Payment shall be made on a bi-weekly schedule as follows:

First Cycle: July 6–19, 2026 (events completed during this window)
Payment Processing: Following workweek
This schedule repeats every two (2) weeks thereafter. Invoices and/or Vendor Post-Event Feedback Surveys must be received by PTT no later than 11:59 PM CST within two (2) calendar days after the final day of the bi-weekly window (e.g., by 11:59 PM CST on July 21, 2026 for the first cycle that ends July 19) to be included in that payment cycle. Submissions received after the deadline will be processed in the following bi-weekly cycle.

7.3 Payment Method

All payments shall be made via ACH bank transfer to the account information provided by Vendor during Onboarding, or as later updated in writing. Alternative payment methods (check, credit card, etc.) may be requested by Vendor and must be requested and agreed to by PTT in writing within five (5) days of acceptance of the PO. Any approved alternative payment method will be noted on the Vendor's profile for all future payments. PTT shall not be obligated to accommodate alternative payment methods if not pre-approved.

7.4 Payment Withholding Penalties

PTT reserves the right to withhold or delay payment if any of the following occur:

required documentation is incomplete;
Client or PTT identifies performance deficiencies;
If there is a discrepancy between Vendor's Post-Event Feedback Survey submission and Client feedback;
Vendor has failed to comply with these TCs or the PO; or
Equipment, Client property, Venue property, or other third-party property has been damaged due to Vendor's actions or negligence.

Any withheld amounts shall be released once the discrepancy is resolved or the matter is adjudicated. Penalty Structure: Vendors are subject to performance penalties for specific infractions within a single Event, including but not limited to late arrival, delayed setup completion, or incomplete post-strike. Each infraction may result in a five percent (5%) deduction from the PO amount for that Event only. Penalties stack within a single Event but do not carry forward to future Events. Vendors who receive penalties on multiple separate Events or who are found to be repeat offenders may be suspended or permanently removed from the Vendor eligibility list at PTT's discretion.

Late Arrival, Setup, and Post-Strike Penalties:

A five percent (5%) penalty on the total PO value (excluding applicable taxes) will be applied for each of the following infractions:

Late Arrival: Vendor arrival after the scheduled setup time indicated in the Vendor Portal
Late Setup Completion: Failure to complete setup by the Client-required time without prior approval or documented Client-directed delay
Unapproved Post-Strike Delays: Failure to complete post-strike/breakdown by the required departure time without prior written approval from the Program Manager

In the event of a discrepancy where fault is not clearly evident, PTT will err on the side of the Client and in favor of protecting Client interests. Vendor agrees to accept this conclusion and the resulting financial impact without further dispute. Penalties will be applied as reductions to the PO compensation and will be withheld from payment at the applicable payment cycle. PTT reserves the right to withhold penalties and damages in full from any compensation due to Vendor. If the amount of assessed penalties and/or property damages exceeds the amount available to be withheld from the PO compensation, PTT reserves the right to: (i) withhold the full PO amount; (ii) require refund of any deposits, down payments, or advance payments received from Vendor; (iii) apply withholdings to other payables owed to Vendor, including future payables; and (iv) pursue additional damages through the dispute resolution process in Section 16.

7.5 Overtime Variation Fees

PTT understands that events can sometimes lead to Clients requesting overtime, extended services, or variations from the original scope. All Client-directed changes must follow the procedures outlined in Section 5.4 (Client Communications Variations), including signed Client authorization obtained onsite and submitted within two (2) days as part of the Vendor Post-Event Feedback Survey for consideration and approval by the PTT Program Manager before additional compensation will be processed.

Overtime will be processed at the standard base rate for the service being provided. Standard base rate is defined as:

for service providers (DJs, performers, coordinators, etc.), the hourly rate derived from the PO amount divided by the contracted hours;
for equipment providers, catering vendors, or similar per unit pricing Vendors, the per-item rental rate or per-serving rate specified in the PO.

Overtime compensation rates beyond the standard base rate require written approval from the PTT Program Manager in advance of performing any overtime. Any verbal agreements regarding overtime rates or extended compensation do not obligate PTT to pay above the standard rate unless confirmed in writing by the Program Manager prior to performing the overtime work.

8. Insurance Indemnification

8.1 Required Insurance

Vendor shall maintain, at Vendor's sole cost and expense, comprehensive general liability insurance with minimum limits of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate. Coverage shall be primary, non-contributory, and shall include endorsements naming PTT as an additional insured for all coverage applicable to the services provided.

Vendor shall provide a current Certificate of Insurance evidencing such coverage to PTT prior to performing any services. The Certificate shall include PTT's full legal name (Olde Glory Entertainment, LLC, dba Party Time Texas) and address (330 Industrial Blvd STE 106, McKinney, Texas 75069).

Any Vendor unable to maintain the required insurance limits may request a variance by submitting written documentation to PTT. Any approved variance will be noted in the Vendor Portal and documented in writing before the PO is issued. PTT shall not add Vendor to PTT's insurance policies as part of standard operations; Vendor is solely responsible for maintaining its own coverage.

8.2 Independent Contractor Status

Vendor is an independent contractor and not an employee, agent, partner, or representative of PTT. Vendor is solely responsible for all federal, state, and local taxes; self-employment taxes; workers' compensation insurance; unemployment insurance; and any other statutory or legal obligations related to Vendor's business operations.

8.3 Indemnification

Vendor agrees to indemnify, defend, and hold harmless Party Time Texas, its officers, directors, employees, agents, affiliates, and successors (PTT Parties) from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Vendor's performance or non-performance of services under the PO
Vendor's negligence, willful misconduct, or violation of law
Injury to persons or damage to property resulting from Vendor's actions or omissions
Vendor's breach of these TCs or the PO
Any claim by a third party arising from Vendor's services or conduct

9. Non-Solicitation, Non-Circumvention Confidentiality of Client Relationships

9.1 Scope Duration

During the term of engagement with PTT and for a period of twenty-four (24) months following Vendor's final engagement with PTT, Vendor shall not, directly or indirectly, for themselves or on behalf of any other person or entity:

Solicit, Recruit, or Encourage: Engage in any business dealings with, solicit, or attempt to solicit business from any Client, customer, vendor, sponsor, performer, or event partner of PTT with whom Vendor had direct or indirect contact, or about whom Vendor became aware, in connection with performance of services under any PO
Accept Competitive Services: Accept or perform services similar to those provided by PTT for any Client or event partner of PTT in a manner that competes with or bypasses PTT's engagement
Circumvent or Disrupt: Circumvent, disrupt, interfere with, or interfere with any prospective business relationship between PTT and any third party known to Vendor through the course of this engagement, including without limitation Clients, potential Clients, vendors, performers, or service partners
Direct Contact with Clients: Initiate direct contact with any Client for whom Vendor provided services through PTT, except as authorized in writing by PTT, including for the purpose of offering competing services or establishing an independent business relationship

Notification to Booking Agencies and Production Partners:

Vendor acknowledges that they may work with booking agencies, event planners, or production agencies. Vendor must notify these third parties in writing of the non-solicitation and non-circumvention obligations outlined in this Section to avoid potential conflicts arising from bookings with other agencies involving existing PTT Clients during the 24-month restriction period.

9.2 Acknowledgment of Legitimate Interests

Vendor acknowledges that these restrictions are reasonable and necessary to protect PTT's legitimate business interests, including its confidential information, Client relationships, vendor networks, goodwill, and competitive position. Vendor further acknowledges that a breach of these provisions would cause substantial, irreparable harm to PTT that cannot be adequately remedied by monetary damages alone.

9.3 Injunctive Relief

In the event of an actual or threatened breach of this Section, PTT shall be entitled to seek injunctive relief, specific performance, and all other remedies available at law or in equity, without posting bond and without proving actual damages. This provision shall survive any termination or expiration of the PO relationship indefinitely.

9.4 Prior Client Relationships Disclosure Exception

Notwithstanding the foregoing restrictions in Sections 9.1 through 9.3, if Vendor has had a prior direct contractual relationship with a specific Client within the two (2) years preceding Vendor's acceptance of a PO through PTT, Vendor may request an exemption from the non-solicitation and non-circumvention obligations with respect to that specific Client. To qualify for this exemption, Vendor must comply with the following disclosure and validation process:

Disclosure Requirement:

Within five (5) business days following Vendor's acceptance of the PO through the Vendor Portal, Vendor must submit a written disclosure to the Program Manager identifying any Client(s) for whom Vendor claims prior direct contractual business relationship(s) within the preceding two (2) years.

Required Documentation:

Vendor must provide supporting documentation evidencing the prior contractual relationship, including a copy of the prior service contract, engagement letter, signed agreement, or itemized invoice showing the services provided and payment(s) received from that Client. Proof of contractual relationship is required; emails or general discussions alone are not sufficient to establish prior relationship status.

PTT Validation Removal of Non-Compete Restriction:

Upon receipt and validation of the disclosure and supporting documentation, PTT shall confirm in writing (via email or Vendor Portal notation) that the non-solicitation and non-circumvention restrictions of Section 9.1 are removed with respect to that specific Client only. This exemption applies solely to the identified Client and does not affect Vendor's obligations regarding all other Clients, vendors, partners, or service providers of PTT. Any false or misleading disclosure shall result in immediate forfeiture of the exemption, payment withholding, and potential suspension or termination of Vendor eligibility.

10. Intellectual Property Media Rights

10.1 Ownership of Work Product

All materials, content, recordings, photographs, videos, designs, creative concepts, and any other work product created by Vendor in connection with services under the PO (Work Product) shall be the sole and exclusive property of PTT. To the extent permitted by law, such Work Product is deemed work made for hire owned by PTT. Vendor hereby assigns all right, title, interest, and intellectual property rights in any Work Product to PTT without additional compensation.

10.2 No Unauthorized Use

Vendor shall not use, reproduce, distribute, display, publish, or create derivative works from any Work Product or any photographs/recordings made at the Event without PTT's prior written consent. This includes, without limitation, posting on social media, using on Vendor's website, or incorporating into Vendor's portfolio without express permission.

11. Limitation of Liability Waiver

11.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THE PO, PTT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AVAILABILITY OF EVENTS, CONTINUATION OF WORK, OR PAYMENT. VENDOR'S SOLE REMEDY FOR ANY DISPUTE REGARDING PO TERMS OR COMPENSATION PLACEMENT IS ADHERENCE TO THE DISPUTE RESOLUTION PROCESS IN SECTION 16.

11.2 Vendor Assumption of Risk

Vendor acknowledges that the performance of services involves inherent risks, including but not limited to physical injury, property damage, weather-related complications, and equipment failure. Vendor assumes all risk of personal injury or property damage resulting from Vendor's participation in events. Vendor is solely responsible for obtaining appropriate personal insurance coverage.

11.3 PTT Limitation of Liability

PTT's total liability for any claims, damages, losses, or liabilities arising out of or related to a PO, Vendor's services, or these TCs shall be limited to the amount of compensation specified in that individual PO. This limitation shall apply to all claims, whether arising in contract, tort, negligence, strict liability, or any other legal theory, and shall apply regardless of whether PTT has been advised of the possibility of such damages. outside of PTT’s direct control.

12. Confidentiality Non-Disparagement

12.1 Confidentiality

Vendor agrees to maintain strict confidentiality regarding all Confidential Information, including but not limited to Client identities, event details, pricing, vendor networks, operational strategies, and any sensitive information Vendor observes or learns during engagement with PTT. Vendor shall not disclose Confidential Information to any third party except as required by law.

Vendor shall return or permanently delete all Confidential Information, including photographs, notes, Client contact information, and any copies, upon completion of services or upon PTT's request.

12.2 Non-Disparagement

Vendor agrees not to make, publish, or cause to be made any oral or written statements whether publicly, privately, on social media, or through any other means that disparage, demean, or reflect negatively upon PTT, its brand, services, employees, contractors, Client relationships, or business operations. This obligation survives termination of the PO relationship indefinitely.

13. Equipment Property Damage

Vendor is responsible for the safekeeping of any equipment, materials, or property provided by or belonging to PTT during the Event. Should any PTT-provided equipment be damaged, lost, stolen, or rendered inoperable due to Vendor's negligence, misuse, or failure to exercise reasonable care, Vendor agrees to reimburse PTT for all reasonable repair or replacement costs at current market value, plus a fifteen percent (15%) coordination and management fee.

Third-Party Property Damage Liability: Should Vendor-provided equipment or materials damage the Client's event property, the Event venue, other third-party property, or PTT equipment, Vendor's liability for such damage shall be unlimited and uncapped. Vendor agrees that the liability insurance required under Section 8.1 shall be the primary source of coverage for all third-party property damage claims. Vendor shall be solely responsible for all repair or replacement costs that exceed insurance coverage limits and any uninsured portions of damage.

14. Safety Compliance

14.1 General Safety Requirements

Vendor is responsible for maintaining safe work practices throughout all phases of the Event, including load-in, setup, execution, and post-strike. Vendor shall comply with all applicable local, state, and federal regulations, including but not limited to OSHA regulations, building codes, fire codes, safety ordinances, and industry best practices relevant to Vendor's service category.

14.2 Load-In Setup Safety

During load-in and setup, Vendor shall use safe lifting practices, properly secure all equipment, ensure clear pathways, and prevent tripping or collision hazards. Vendor shall account for venue structural limitations, guest safety, and environmental conditions when setting up equipment. All equipment placement and installation shall comply with venue requirements and safety standards. Vendor shall communicate clearly with other vendors and PTT personnel regarding equipment placement and movement.

14.3 Execution Phase Safety

During Event execution, Vendor shall maintain awareness of the Event environment, monitor equipment stability and function, and verify that equipment remains safely positioned considering guest proximity and movement. Vendor shall immediately report any safety concerns to the Program Manager. Vendor shall not operate equipment in unsafe conditions or under environmental conditions that create hazards to guests or venue property.

14.4 Post-Strike Safety

During breakdown and post-strike, Vendor shall continue to exercise safe practices when removing equipment, shall not create hazards for other workers or guests, and shall properly secure or remove any materials that could cause injury. All equipment shall be safely removed from the Event site without damage to the venue or other property.

15. Cancellation Rescheduling

15.1 Cancellation by PTT

Should PTT cancel a PO prior to the Event, Vendor shall be entitled to compensation as follows: (a) cancellations more than fourteen (14) days prior to the Event: no compensation; (b) cancellations fourteen (14) to eight (8) days prior to the Event: twenty-five percent (25%) of the PO amount; (c) cancellations seven (7) to one (1) day prior to the Event: fifty percent (50%) of the PO amount; (d) cancellations within twenty-four (24) hours of the Event: 100% of the PO amount. Cancellation due to Client cancellation or Client-initiated changes outside PTT's control follows the same schedule; no exception applies.

15.2 Cancellation by Vendor

Vendor may cancel an accepted PO only with PTT's written consent. If Vendor cancels more than thirty (30) days prior to the Event, PTT will work to secure a replacement vendor. Vendor forfeits all compensation from this PO. Any deposits, down payments, or advance payments previously paid to Vendor shall be refunded to PTT within 5 business days to offset replacement vendor costs and administrative expenses. If Vendor cancels within thirty (30) days of the Event, Vendor shall be liable for PTT's costs in securing a replacement vendor and any Client losses resulting from the cancellation. PTT reserves the right to withhold any payments currently due to Vendor from this PO, or to withhold payments from future PO engagements, to recover these costs and liabilities. If Vendor has received any deposits, down payments, or advance payments, these amounts must be refunded to PTT in full within five (5) business days. If Vendor fails to refund these amounts, PTT may apply the full refund amount against future compensation owed to Vendor, or pursue recovery through the dispute resolution process in Section 16.

Cancellation without PTT consent may also result in: (a) suspension or termination of Vendor's eligibility for future POs and (b) potential claims for damages beyond the PO amount if PTT's losses exceed the PO value.

15.3 Force Majeure

In the event of a Force Majeure Event (natural disaster, government emergency, pandemic, war, terrorism, or other circumstance beyond the parties' reasonable control) that prevents Vendor's performance, Vendor shall provide written notice to the Program Manager as soon as practicable. PTT shall credit Vendor for any compensation already paid and shall negotiate in good faith regarding alternative arrangements or future event bookings. However, Vendor shall have no claim for additional compensation or damages arising from Force Majeure events. Force Majeure does NOT include the following circumstances: ordinary inclement weather (unless accompanied by a government-declared state of emergency), vehicle breakdown or traffic delays, personal illness or injury, financial hardship, scheduling conflicts, failure to obtain necessary permits or licenses, equipment malfunction or failure, or supplier unavailability. Force Majeure claims require documented evidence that an extraordinary, unforeseeable, catastrophic event declared as an emergency by governmental authority prevented Vendor's performance despite reasonable efforts to fulfill obligations.

16. Dispute Resolution

In the event of any dispute regarding compensation, PO terms, compliance with these TCs, performance quality, or any other matter related to Vendor's engagement with PTT, the parties agree to the following resolution process with a thirty (30) day overall resolution window:

16.1 PTT Written Dispute Notice

Either PTT or Vendor may initiate the dispute process by submitting a written notice to the other party (via email, certified mail, or Vendor Portal notification) detailing the specific issue, supporting documentation, and the financial or operational impact claimed. This written notice kicks off the 30-day resolution window.

16.2 Vendor Response

The responding party shall have ten (10) days from receipt of the written dispute notice to submit a written response addressing the issue, providing supporting documentation, and proposing a resolution. Failure to respond within ten (10) days may result in the initiating party proceeding with available remedies, including payment withholding (if applicable) and/or escalation to mediation.

16.3 PTT Final Decision

Within thirty (30) days of the initial written dispute notice (or upon conclusion of the responding party's ten-day response window, whichever is later), PTT shall issue a final written decision addressing the dispute. If the dispute involves payment, PTT's decision shall determine whether payment shall be released or withheld. This written decision shall constitute PTT's formal position on the dispute and shall be binding unless either party demands mediation within five (5) days of receiving the decision.

16.4 Mandatory Mediation

If the dispute remains unresolved following PTT's final written decision, either party may demand binding mediation. Any demand for mediation shall be submitted in writing to the other party within five (5) days of receiving PTT's final decision. Mediation shall be binding and shall be conducted via a mutually agreed neutral third party or mediation service. The mediator's decision shall be final and enforceable by either party. Participation in mediation is mandatory for both parties. The costs of mediation, including mediator fees and related expenses, shall be shared equally between PTT and Vendor, regardless of the mediation outcome. If either party fails or refuses to participate in mediation, the non-participating party shall bear all mediation costs and the participating party may pursue binding arbitration or litigation to recover such costs.

Payment Withholding During Mediation: PTT shall withhold any disputed payment throughout the entire mediation process. Payment shall not be released until mediation has concluded - either through mutual agreement on a resolution or through declaration of impasse by the mediator. Any resolution reached during mediation shall be documented in writing and signed by both parties before payment is processed.

Dispute Resolution Document: PTT may reference this dispute resolution process in the Vendor Portal or provide a separate Dispute Resolution Procedures document that specifies the operational details, including mediator selection, communication protocols, and scheduling requirements. The terms and timeline outlined in this Section 16 shall control any disputes unless superseded by written agreement of both parties.

Governing Law Arbitration: Disputes shall be governed by the laws of the State of Texas and venue shall be in Collin County, Texas. Either party may pursue binding arbitration or litigation if mediation does not result in resolution within a reasonable timeframe to be mutually agreed upon, or if either party declines mediation. All costs of arbitration or litigation shall be addressed by applicable law.

17. Category-Specific Terms

The following sections apply to specific vendor categories. Where applicable, these terms supplement and/or clarify the general TCs above.

17.1 Entertainment Services (DJs, Live Bands, Musicians, Performers)

Sound Equipment Standards

Vendor shall maintain all audio, music, and performance equipment in professional working condition. Equipment must be tested and confirmed operational prior to Event start. Should equipment failure occur, Vendor shall immediately notify the Program Manager and work to remediate the issue as quickly as possible. Repeated equipment failures or performance interruptions may result in compensation reduction or payment withholding at PTT's discretion.

Music, Licensing Content

Vendor is solely responsible for obtaining all necessary music licenses, royalty payments, and permissions required to perform, display, or broadcast any copyrighted material. Vendor shall indemnify PTT for any claims arising from unlicensed or unauthorized music use.

Conduct Guest Interaction

Vendor shall maintain professionalism throughout the Event, including respectful interaction with guests, staff, and PTT personnel. Vendor shall avoid excessively crude, offensive, or inappropriate comments, behaviors, or performances. Violation of this standard may result in immediate termination of services and forfeiture of compensation.

17.2 Service Providers (Event Coordinators, Staff, Technicians, Setup Support)

Labor Compensation

Vendor agrees that the compensation specified in the PO constitutes full compensation for all hours worked during the Event, including setup, execution, and breakdown. No overtime or additional compensation shall be owed unless Client-directed variations have been approved in writing and documented through the Vendor Portal with Client authorization.

17.3 Equipment Providers (Staging, Decor, Tents, Tables, Chairs, A/V Equipment, Inflatables, Rentals)

Rental Equipment Condition Delivery

All rental equipment provided to Clients must be in safe, sanitary, and fully functional condition at the time of delivery. Vendor shall inspect equipment prior to delivery and document any pre-existing damage or wear. Equipment shall be delivered to the Event venue on the specified date and time and shall be set up in accordance with Client specifications and industry safety standards.

Setup Safety Compliance

Vendor is responsible for proper and safe setup of all rental equipment, including load calculations, structural integrity, weight capacity verification, and compliance with all applicable building codes and fire codes. Vendor shall obtain all necessary certifications, permits, and inspections required by law. Vendor shall immediately notify the Program Manager of any safety concerns or code violations.

Equipment Return Damage Assessment

Upon removal and return of all rental equipment to the location specified in the PO, Vendor is responsible for assessing the condition of returned equipment. Should damage beyond normal wear and tear occur during the rental period, Vendor agrees to reimburse PTT for repair or replacement costs. Damage determination will reference Pre-Setup photographs showing equipment condition at delivery. PTT reserves the right to charge Client if damage occurs during the Event; Vendor's liability depends on documented evidence of fault during setup, execution, or breakdown phases. Any equipment damage discovered during the Event must be documented by Vendor with timestamped photographs from multiple angles and submitted with written explanation of cause as part of the Post-Event Survey. directly to the Program Manager within 24 hours of discovery, with a copy included in the Post-Event Survey for record purposes.

17.5 Caterers Food Service Providers Licensing Food Safety Certification

Vendor must maintain current food service licenses and certifications as required by local health departments. Vendor shall provide proof of Safe Food Handling Certification and current health permits prior to Event date. Vendor is solely responsible for compliance with all local, state, and federal food safety regulations. Food Quality Freshness Standards: All food and beverages provided must be fresh, wholesome, and prepared in accordance with industry best practices and health code requirements. Vendor shall maintain proper food storage, temperature control, and sanitation throughout setup, service, and breakdown. Any food or beverages that do not meet quality standards or have been compromised due to improper handling shall be removed immediately and replaced at no additional cost to Client. Allergen Disclosure Dietary Requirements: Vendor shall maintain accurate documentation of all ingredients and potential allergens in prepared items. Vendor must communicate clearly with the Program Manager regarding any dietary restrictions or allergen concerns identified by the Client prior to the Event. Service Standards: Food service shall be professional, timely, and in accordance with Client specifications outlined in the PO. Vendor shall maintain sanitary conditions throughout service and ensure proper cleanup following the Event. 17.4 Bartenders Mixologists

Licensing Legal Compliance

Vendor must maintain all required bartending licenses and certifications as mandated by the State of Texas and local jurisdictions where the Event takes place. Vendor shall comply with all Texas Alcoholic Beverage Commission (TABC) regulations and all local ordinances governing the service of alcoholic beverages.

Age Verification Responsibility

Vendor assumes full responsibility for verifying the legal age of any person requesting alcoholic beverages and for refusing service to anyone who appears to be underage. Vendor shall not serve alcohol to any individual under the age of 21, regardless of claims or representations by that individual or third parties.

Overindulgence Guest Safety

Vendor shall exercise professional judgment in monitoring guest intoxication levels and shall refuse service to any individual who appears to be intoxicated, impaired, or at risk of harm to themselves or others. Vendor takes on full liability for any incidents, injuries, claims, damages, or legal action arising from serving alcohol to intoxicated guests, underage individuals, or guests who become incapacitated due to Vendor's service. PTT bears no liability for such incidents; all claims, damages, legal fees, and settlements are Vendor's sole responsibility.

18. Miscellaneous Provisions

18.1 Entire Agreement

These TCs, together with the applicable PO and any Vendor Portal-accepted Event details, constitute the entire agreement between Vendor and PTT regarding the services to be provided. In the event of conflict between these TCs and the PO, the PO shall control.

18.2 Governing Law Jurisdiction

These TCs and all POs shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. Any legal action arising out of or relating to these TCs or a PO shall be brought exclusively in the state or federal courts located in Collin County, Texas.

18.3 Modification

PTT may modify these TCs at any time. Modifications shall be effective upon posting in the Vendor Portal or via email notice to Vendor. Vendor has five (5) days to review any modification. Continued acceptance of POs following modification constitutes Vendor's acceptance of the modified TCs. Vendor may refuse a modification by notifying PTT in writing within five (5) days; refusal may result in suspension of Vendor eligibility.

18.4 Severability

If any provision of these TCs is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

18.5 No Waiver

PTT's failure to enforce any provision of these TCs shall not constitute a waiver of that provision or any other provision. PTT reserves all rights and remedies available at law or in equity.

18.6 Assignment

Vendor may not assign or delegate its rights or obligations under these TCs or any PO without PTT's prior written consent. PTT may assign these TCs or any PO in connection with a merger, acquisition, or sale of substantially all of its assets.

18.7 Notices

All formal notices, requests, and communications regarding these TCs or a PO shall be submitted in writing. Notices to Vendor may be sent to the email address or mailing address provided in the Vendor Portal, or via notification through the Vendor Portal. Notices shall be deemed received upon email delivery confirmation, Vendor Portal system confirmation, or upon receipt if sent by certified mail.

18.8 Acknowledgment Acceptance

By accepting a PO and/or confirming Event details through the Vendor Portal, Vendor acknowledges having read, understood, and agreed to these TCs in their entirety. Vendor further confirms that Vendor has completed PTT's Vendor Onboarding and maintains all required insurance, certifications, and credentials.

For questions regarding these Terms and Conditions, contact: PTT Vendor Support

PARTY TIME TEXAS

For questions regarding these Terms and Conditions, please contact us at:

Sales@partytimetexas.com