1. APPLICABILITY.

These general terms and conditions for services ("Terms") are the only terms that govern the provision of services by Port Town Collective, LLC ("Company") to the person identified in the proposal of services and/or invoice ("Client"). The associated proposal of services, including the project description or scope of work together with the accompanying budgets, and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the scope of work, these Terms shall govern, unless the scope of work expressly states that the terms and conditions of the scope of work shall control. These Terms prevail over any of Client's general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these Terms. Any service not expressly included in the Proposal of Service is excluded.

2. DEFINITION OF SERVICES AND EVENT.

Company shall provide the services and associated budgets outlined in the scope of work (the "Services") in accordance with these Terms. For purposes of this Agreement, the wedding and all related services (the "Event") shall be scheduled for date and venue or location listed in the scope of work, including any associated events expressly outlined therein. No later than 30 days after the acceptance of these Terms, Client shall agree with Company on Services set forth in the scope of work. Company shall use reasonable efforts to meet any performance dates specified in scope of work, and any such dates shall be estimates only.

3. PERFORMANCE OF SERVICES.

Company retains full control over the manner and means of performing the Services, including but not limited to event design, planning, vendor coordination, logistics, and execution. Company shall have final decision-making authority regarding all operational and execution-related matters on the event day to ensure safety, efficiency, and overall quality of the Event. Company may occasionally propose creative concepts, installations, décor elements, or guest experience enhancements that extend beyond the Company's customary planning and design scope. Such concepts may require additional labor, specialized vendors, equipment, fabrication, installation, maintenance, or teardown services. When applicable, these requirements will be clearly identified and discussed with the Client in advance, and any associated costs will be incorporated into the event budget and approved prior to implementation. Client agrees not to direct or override Company staff or vendors during execution, as centralized coordination is essential to maintaining the integrity and safety of the Event. Company shall not be held liable for any issues arising from Client interference or direction outside the agreed scope of Services.

4. CLIENT RESPONSIBILITIES.

Client shall:

a. Define with Company the Services and any associated matter related to the Event within thirty (30) days of the acceptance of these Terms.

b. Provide one consistent point of contact for the duration of the Event, who shall attend all planning meetings and match the name on all payments.

c. Provide all final approvals, authorizations, selections, guest counts, timelines, and event details no later than ninety (90) days prior to the Event date unless otherwise specified in writing.

d. Communicate all updates, changes, and decisions in a timely manner. Professional and respectful communication is required at all times.

e. Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start, including any required permits, permissions, or approvals for the Event location.

f. Provide a safe, reasonable, and functional working environment for Company and its team. This includes adequate access to the venue, appropriate working conditions, and cooperation from venue staff and vendors. Company reserves the right to modify or suspend Services if such conditions are not met.

g. Adhere to Company's established processes and procedures involving internal planning and execution processes provided to Client during onboarding (the "Golden Method").

h. Pay all gratuities associated with the Event, including gratuities for all third-party vendors as well as Company's staff and personnel. Gratuities shall be based on customary, industry-standard percentages. Gratuities for Company's staff and personnel shall be paid directly to Company, which shall distribute such amounts at its discretion among its team.

5. CLIENT'S ACTS OR OMISSIONS.

Client acknowledges that all communication and transactions with Company shall be with Client solely and not an agent or representative of Client. Client acknowledges that timely decisions and approvals are critical to securing vendors and executing the Event as planned. Failure to meet these deadlines may limit Company's ability to execute Services as planned. In such cases, Company reserves the right to make reasonable decisions on Client's behalf without liability, and no refunds or discounts shall be issued. Company reserves the right to suspend communication or Services without refund in the event of abusive, aggressive, or inappropriate behavior. If Company's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.

6. CHANGE ORDERS.

Client agree that any changes or edits to any conceptual or design-related matter listed in the Agreement shall be requested no later than ninety (90) days prior to the Event, and Company, at its sole discretion, may accept such changes and, if applicable, provide a written estimate to Client of (i) the likely time required to implement the change; any necessary variations to the fees and other charges for the Services arising from the change; (ii) the likely effect of the change on the Services; and (iii) any other impact the change might have on the performance of this Agreement. Any changes to the Agreement which results in an additional cost, including the time Company spends assessing and documenting a change request from Client on a time and materials basis, must be paid for at the time the change is made. Company may, from time to time change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Proposal of Services.

7. VENDORS.

All vendors shall be approved by Company. Client is solely responsible for all payments to third-party vendors. Company does not collect commissions and is not responsible for vendor performance, delays, or failures. Company may recommend vendors but does not guarantee their services or outcomes. Client agrees to include Company on all communications with vendors related to the Event to ensure alignment and continuity of planning. All conversations should remain transparent and include Company's planning team, as fragmented communication can lead to misunderstandings, inconsistencies, or a "game of telephone" effect where important details or artistic nuances may be lost. Failure to include Company in vendor communications may limit Company's ability to effectively coordinate Services; any additional time required to address or correct resulting miscommunications may be billed at Company's hourly rate, and Company shall not be held liable for errors or omissions resulting from excluded correspondence. Company may assist in identifying and managing additional support staff for the following services; however, Company does not directly perform the following services due to insurance limitations:

a. Housekeeping tasks, catering, or food & beverage service.

b. Steaming or Ironing Attire (wedding gowns, tuxedos, event attire, robes, pajamas, pashminas, etc.)

c. Assemble and/or deliver welcome bags.

d. Processing after-party items (opening, untagging, and transporting)

e. Manage pet/s before, during, or after the wedding ceremony.

f. Management of marriage license documents

g. Management of any personal belongings; to include handbags or jewelry

h. Driving any client or guests unless traveling exclusively on private property

8. EQUIPMENT.

Company may work with an equipment rental vendor to ensure that supplies are ordered for the Event or Company may provide its own equipment for the Event. Notwithstanding the foregoing, Client shall be responsible for any equipment damage caused by Client or a guest of Client. Any such damage amounts shall be added to Client's final bill.

9. SUBSTITUTION OF PERSONNEL.

Company reserves the right to substitute personnel or subcontractors of equal or greater experience to perform Services if necessary.

10. FEES; PAYMENT TERMS; INTEREST ON LATE PAYMENTS.

In consideration of the provision of the Services by Company and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the scope of work, including the non-refundable retainer ("Service Fee"). In any event, Service Fee shall be the agreed percentage of the approved budgets for the Event. All payments shall be made in wire transfer. Any unpaid balance not received by the agreed upon due date shall incur a late fee of $75 per day until paid in full. Company reserves the right, in its sole discretion, to suspend services, delay performance, or terminate this Agreement if payment is not received as required. Any such suspension or termination due to non-payment shall not relieve Client of any financial obligations under this Agreement. Client understands and agrees that Company has no obligation to perform if an acceptable form of payment has not been tendered to Company. Company's fees do not include gratuities. Client shall add gratuity based on a customary percentage of the total expenses incurred by Client and may be distributed among Company's team at Company's discretion.

11. POST-EVENT RECONCILIATION; PAYMENT OF VARIANCE.

Following the Event, Company shall prepare and deliver to Client a written report itemizing all actual costs and expenses incurred in connection with the Event. In the event that Client incurs additional expenses beyond the approved budget or requests changes to the scope of work that increase the total cost of the Event, the Service Fee shall be automatically adjusted to reflect such increase, and shall be calculated based on the updated total expenses incurred by Client.

12. ADDITIONAL COSTS AND EXPENSES.

Client agrees to reimburse Company for any additional costs incurred on Client's behalf, including but not limited to parking fees, permit fees, rush orders, or last-minute changes. Client agrees to provide a meal for each Company staff member working on the Event. Meals must be provided at the same time as vendor meals and in a reasonable location. Company staff will take breaks only when appropriate based on event flow. Any such costs shall be added to the final invoice and are due upon receipt, and may be subject to Company's standard service or administrative fees where applicable. Company may apply a reasonable administrative or service fee to such costs.

13. OVERTIME.

Services provided beyond the agreed-upon Event time will be billed at an hourly rate of $200.00 per hour. Overtime is subject to Company's approval and availability, and will be invoiced following the Event or added to a final balance due. Overtime will be calculated in hourly increments and rounded up to the nearest hour.

14. TAXES.

Client will be charged the applicable current taxes/rates for all services rendered as determined by the concerned government body (i.e., federal, state and/or local). Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.

15. INTELLECTUAL PROPERTY.

All intellectual property rights, including design concepts, plans, drawings, renderings, timelines, materials, trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Company in the course of performing the Services, including any items identified as such in the Proposal of Services created by Company shall remain the intellectual property of Company. Client is granted a limited, non-transferable license to use such materials solely for the purposes of the Event. Unauthorized reproduction or use is prohibited.

16. CONFIDENTIALITY AND NON-PUBLICITY.

Company agrees to keep all personal, financial, and event-related information provided by Client strictly confidential and shall not disclose such information to any third party except as necessary to perform Services. Client acknowledges that Company's processes, methods, pricing, vendor relationships, design concepts, and all planning materials are proprietary and confidential. Client agrees not to share, reproduce, or disclose any such information without Company's prior written consent. Client privacy is of the utmost importance. Unless otherwise agreed in writing, Company shall not publicly disclose Client's identity, guest list, or any sensitive personal details. Use of images, video, or event-related content by Company for promotional, marketing, or editorial purposes shall be governed by the Model Release provision of this Agreement.

17. MODEL RELEASE.

Client grants Company, its agents and representatives, permission to use, reproduce, and distribute images and video of Client and/or Client's guests in any media. Such use may include, but is not limited to, advertising, marketing, promotional materials, social media, print, and editorial purposes. Client understands and agrees that no compensation will be provided for such use. Client warrants that no claim, demand, or action will be brought against Company or its agents, representatives, or assigns arising out of or in connection with the use of such images or recordings as permitted under this agreement. Client agrees that Company may receive appropriate credit for Services in connection with the Event and may use images, videos, and related content for promotional, marketing, and portfolio purposes, consistent with this provision.

18. WEATHER AND OUTDOOR EVENTS.

Client acknowledges that outdoor events are subject to weather conditions, including but not limited to rain, wind, and other inclement weather, which may impact Company's ability to perform Services safely and effectively. Client is responsible for securing a suitable alternative indoor or covered location if necessary. If Client elects not to secure such a plan, Client assumes all related risks. In the event that Services cannot be performed due to unsafe weather conditions and no suitable alternative is provided, Client remains responsible for all costs related to the Event. This provision shall be read in conjunction with the Force Majeure clause below.

19. SAFETY AND CONDUCT.

Company reserves the right to refuse, suspend, or modify Services if, in its reasonable judgment, conditions are unsafe, inappropriate, or interfere with the successful execution of the Event. This includes, but is not limited to:

a. Excessive intoxication of Client or guests

b. Harassment, threatening, or abusive behavior toward Company staff or vendors

c. Offensive, unruly, or violent conduct

d. Illegal activity

e. Unsafe venue conditions or environments

For example, if a guest's behavior becomes disruptive or aggressive toward staff, or if conditions at the venue create a safety concern, Company may immediately adjust or discontinue Services as necessary. Company may require the removal of any individual whose conduct is deemed unsafe or disruptive and shall not be liable for taking such action. In such cases, Company shall not be held liable for incomplete or modified Services, and no refunds or credits shall be issued.

20. INSURANCE.

Company maintains general liability insurance and may provide a Certificate of Insurance (COI) upon request. Any additional insurance requirements requested by Client or venue, including but not limited to increased coverage limits or additional insured endorsements, may result in additional costs to Client.

21. ASSUMPTION OF RISK.

Client agrees and understands that there are dangers and risks associated with participation in the Event and that injuries and/or death may result from participating in the Event, including but not limited to the acts, omissions, representations, carelessness and negligence of the Company. By accepting this Agreement, Client recognizes that property loss, injury and death are all possible while participating in the Event. RECOGNIZING THE RISKS AND DANGERS, CLIENT UNDERSTANDS THE NATURE OF THE ACTIVITY AND VOLUNTARILY CHOOSES TO PARTICIPATE IN AND EXPRESSLY ASSUMES ALL RISKS AND DANGERS OF PARTICIPATION IN THE EVENT, WHETHER OR NOT DESCRIBED ABOVE, KNOWN OR UNKNOWN, INHERENT, OR OTHERWISE.

22. DISCLAIMER OF WARRANTIES.

COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) AESTHETIC, EXPERIENTIAL, OR SUBJECTIVE OUTCOME OF THE EVENT; OR (B) WARRANTY OF MERCHANTABILITY; OR (C) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (D) WARRANTY OF TITLE; OR (E) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CLIENT ACKNOWLEDGES THAT EVENT DESIGN AND EXECUTION INVOLVE VARIABLES OUTSIDE OF COMPANY'S CONTROL, INCLUDING VENDOR PERFORMANCE, ENVIRONMENTAL CONDITIONS, AND GUEST EXPERIENCE.

23. LIMITATION OF LIABILITY.

COMPANY SHALL NOT BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, DAMAGES TO PROPERTY, INJURY OR DEATH TO ANY PERSON, LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE UNLESS SUCH DAMAGE IS CAUSED BY COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO COMPANY PURSUANT TO THIS AGREEMENT.

24. INDEMNITY.

Upon demand by Company, Client shall indemnify, defend and hold Company, including its subsidiaries and affiliates and their officers, directors, employees, agents, servants and representatives, harmless from any claim, liability, payment audits, repayments, loss, suit, damage, cost or expense, including reasonable attorneys' fees and expenses, including wrongful death, to the extent arising out of or attributable to the negligence, breach of this Agreement arising from the conduct of Client or Client's guests. This provision shall survive the termination of this Agreement.

25. NON-DISPARAGEMENT.

Client agrees not to make any false, misleading, or disparaging statements about Company or its Services. Companies agree to the same regarding Client, and both parties agree to act in good faith and professionalism in any public or private communications, including on social media, review platforms, or public forums.

26. CANCELLATION BY CLIENT.

If the Agreement is cancelled after it is executed, Client shall forfeit all payments made. If the Agreement is cancelled within six (6) months of the Event date, Client shall owe Company the entire Service Fee.

27. CANCELLATION BY COMPANY FOR CAUSE.

In addition to any remedies that may be provided under this Agreement, Company may terminate this Agreement if (i) Client fails to pay any amount when due and such failure continues for two (2) days after Client's receipt of notice of nonpayment or (ii) Client has not otherwise performed or complied with any of the terms of this Agreement. If Company terminates this Agreement for cause, Client shall owe Company the entire Service Fee.

28. CANCELLATION BY COMPANY WITHOUT CAUSE.

If Company terminates this Agreement without cause, Client shall be refunded the security deposit and any additional amounts already paid by Client.

29. FORCE MAJEURE.

The Company shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God (including weather events), pandemics, flood, fire, earthquake, or government order, law, or action; national or regional emergency; strikes, labor stoppages, or slowdowns or other industrial disturbances; telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; other similar events beyond the control of Company. All payments made prior to such event shall be non-refundable.

30. NON-DISPARAGEMENT.

Client agrees that neither Client nor any of its agents, representatives, or guests shall make, publish, or communicate any false, misleading, or disparaging statements or representations, whether oral or written, about Company, its services, or its personnel, including but not limited to statements made on social media, review platforms, or other public or private forums. This provision does not prohibit either party from making truthful statements as required by law, legal process, or in connection with a good-faith dispute under this Agreement. Both parties agree to act in good faith and in a professional manner in all communications relating to the Event and the Services. Client shall be responsible for ensuring that its guests and representatives comply with this provision.

31. COMPLIANCE WITH LAWS.

The Client will comply with all the state and federal laws and all municipal ordinances and will not do anything on the Event premises in violation of any laws, ordinances, rules or orders. Client's location selection and compliance with all location permits, rules and/or regulations are the sole responsibility of Client.

32. GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by Georgia law and any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts located in Savannah, Georgia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

33. COLLECTION COSTS; ATTORNEY'S FEES.

In the event that Company is required to enforce any of its rights under this Agreement, whether or not litigation is initiated, Client shall be responsible for all costs and expenses incurred by Company in connection therewith, including reasonable attorneys' fees, court costs, and collection agency fees.

34. ASSIGNMENT.

Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.

35. NO THIRD-PARTY BENEFICIARIES.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

36. WAIVER.

No waiver by Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Company. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

37. SEVERABILITY.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

38. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, discussions, representations, or agreements, whether written or oral. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties, and any informal communications shall not be considered binding.