101Media

Terms and Conditions

Version 2026-10. Effective October 6, 2026.

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These Standard Terms and Conditions (Sections 3 through 10) are incorporated by reference into, and form part of, every 101Media Order Form that cites them, including the Content Partnership Agreement Order Form, the Marketing Services Agreement Order Form and the Event Sponsorship Agreement Order Form (each, an "Order Form", Sections 1 and 2). The Order Form and these Standard Terms and Conditions together make up the complete "Agreement" between the parties, and the section numbers below continue directly from the Order Form. Capitalized terms (CLIENT, COMPANY, Event, Services) have the meanings given to them in the applicable Order Form. Where a clause below is marked for one type of Order Form only, it applies only to Agreements made on that Order Form. If an Order Form and these Standard Terms and Conditions conflict, the Order Form controls for that Agreement.

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3. NON-SOLICITATION

3.1 By COMPANY.

Until this Agreement ends, the COMPANY will not solicit the CLIENT's employees, contractors, or customers away from the CLIENT.

3.2 By CLIENT (Marketing Services Order Forms only).

During the term and for six (6) months after it ends, the CLIENT will not solicit for employment or engage directly any COMPANY employee or contractor who worked on the CLIENT's account, without the COMPANY's written consent. General job postings not aimed at COMPANY staff are not solicitation.

3.3 Competitive Engagements.

The COMPANY works with many businesses and may work for other companies, including the CLIENT's competitors, except for any companies the Order Form lists as excluded. Nothing in this Agreement gives the CLIENT exclusivity unless the Order Form says so.

4. REPRESENTATIONS

4.1 Authority To Sign.

Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.

4.2 COMPANY Has Right To Give Client Work Product.

The COMPANY promises that it owns the work product it delivers, that the COMPANY is able to give the work product to the CLIENT, and that no other party will claim that it owns the work product. If the COMPANY uses employees or subcontractors, the COMPANY also promises that these employees and subcontractors have signed contracts with the COMPANY giving the COMPANY any rights that they have related to the COMPANY's background IP and work product. Except where the applicable Order Form provides otherwise (see Section 2 of each Order Form for ownership and usage terms), work performed by the COMPANY for the CLIENT under this Agreement is a "work made for hire" for the CLIENT under the US Copyright Act, and the COMPANY assigns to the CLIENT all right, title and interest in that work product on payment in full.

4.3 Work Product Complies With Law and Does Not Infringe.

The COMPANY promises that its work, and any background IP it uses, complies with applicable U.S. and foreign laws, does not and will not infringe on someone else's intellectual property rights, and does not and will not violate any contract the COMPANY has entered into or will enter into with someone else. The COMPANY has the right to let the CLIENT use any background IP included in the work.

4.4 Client-Supplied Material Does Not Infringe.

If the CLIENT provides the COMPANY with material to incorporate into the work product or the Event (including logos, brand assets, product, copy, photography, offers and claims about the CLIENT's goods or services), the CLIENT promises that this material is accurate, lawful, and does not infringe on someone else's intellectual property rights, and that the CLIENT has the right to let the COMPANY use it as this Agreement contemplates. If it does infringe or is unlawful, the CLIENT is responsible for the resulting costs and claims.

4.5 Background IP and Client IP.

The COMPANY may use materials it already owns or licenses that are not work product (such as templates, fonts, stock assets, software tools and processes, "background IP"). The COMPANY keeps ownership of background IP, and gives the CLIENT a non-exclusive, royalty-free right to use it as part of the delivered work product for the CLIENT's own business; the CLIENT may not sell or license background IP separately. The CLIENT gives the COMPANY the right to use the CLIENT's name, logos, intellectual property and accounts to the extent reasonably necessary to perform this Agreement, and no further.

5. TERM AND TERMINATION

5.1 Term.

This Agreement runs for the term stated in the Order Form, or if none is stated, until the work described in the Order Form is completed.

5.2 Ending the Agreement.

The notice period and any cancellation schedule stated in the applicable Order Form govern ending this Agreement for convenience (Content Partnership Order Forms: either party, 7 days' notice, or sooner if both agree; Marketing Services Order Forms: see Section 2.9 of that Order Form; Event Sponsorship Order Forms: see Section 2.6 of that Order Form). If the Order Form states no notice period, either party may end this Agreement for any reason on 7 days' written notice. Either party may also end this Agreement if the other party materially breaches it and does not cure the breach within ten (10) days after written notice describing it. Notice is given by taking the steps explained in Section 10.4.

5.3 Effect of Ending.

The COMPANY must stop working as soon as the end date in the notice arrives, unless the notice says otherwise. The CLIENT will pay the COMPANY for the work done, and for any Event deliverables already provided, up until when the Agreement ends, and will reimburse the COMPANY for any agreed-upon, non-cancellable expenses. Amounts the Order Form describes as non-refundable stay non-refundable.

5.4 Survival.

The following sections don't end even after the Agreement ends: 2 (Work, Services or Sponsorship Terms, as titled in the Order Form, to the extent they concern ownership, usage rights and payment); 3 (Non-Solicitation); 4 (Representations); 7 (Confidential Information); 8 (Limitation of Liability); 9 (Indemnity); and 10 (General).

6. INDEPENDENT CONTRACTOR

The CLIENT is hiring the COMPANY as an independent contractor. The following statements accurately reflect their relationship:

The COMPANY uses its own equipment and determines when, where, and how the work gets done; the CLIENT does not control day-to-day performance or provide training beyond what is necessary for the deliverables.

The CLIENT and the COMPANY do not have a partnership, joint venture, or employer-employee relationship, and neither party can enter into contracts or act on behalf of the other.

The COMPANY is not entitled to the CLIENT's employee benefits and is solely responsible for its own taxes; the CLIENT will not withhold or pay any taxes, insurance, or benefits on the COMPANY's behalf.

7. CONFIDENTIAL INFORMATION AND PUBLICITY

7.1 Confidential Information.

While working together, each party may come across the other party's confidential information, such as customer lists, business strategies, pricing, account credentials, or other private data. Each party will treat the other's confidential information as confidential, use it only to perform this Agreement, and not share it with third parties without the owner's written permission, both during and after this Agreement. This does not apply to information that is or becomes publicly available through no fault of the receiving party, that the receiving party already had or independently developed, or that the receiving party is required to disclose by law. When this Agreement ends, each party will return or delete the other's confidential information on request and confirm that it has done so, except for copies kept in routine backups or as required by law.

7.2 Publicity.

Unless the Order Form says otherwise, the COMPANY may identify the CLIENT as a client or sponsor by name and logo, and may show the work product, Event photography and results in its portfolio, case studies, sponsor materials and social channels. The CLIENT may state that it works with or sponsors the COMPANY's brands, but may not use the COMPANY's names, logos or marks (including 101Media, Dallasites101 and the other city brands) except in co-branded materials the COMPANY has approved in writing.

8. LIMITATION OF LIABILITY

8.1 No Unforeseeable Damages.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Agreement, and neither party is liable to the other for lost profits or indirect, incidental, special or consequential damages, even if advised of the possibility.

8.2 Cap.

Except for a party's indemnity obligations under Section 9, its breach of Section 7, or its gross negligence or willful misconduct, each party's total liability under this Agreement is limited to the amounts the CLIENT paid or owes the COMPANY under the applicable Order Form in the six (6) months before the claim arose.

8.3 No Guarantee of Results.

The COMPANY will perform the Services with professional skill and care, but it does not promise any particular outcome, including follower counts, reach, impressions, engagement, leads, sales, attendance, ticket sales or media coverage. Audience and platform behavior are outside the COMPANY's control.

8.4 Third-Party Platforms and Ad Spend (Marketing Services Order Forms only).

The Services depend on third-party platforms (such as Meta, TikTok, Google, email and SMS providers) whose rules, algorithms, pricing, outages and account actions are outside the COMPANY's control. The COMPANY is not liable for platform changes, account restrictions or suspensions that are not caused by the COMPANY's breach of platform rules. Where the CLIENT funds paid media on accounts it owns, the CLIENT is responsible for the charges on those accounts; the COMPANY is responsible only for managing the budget the CLIENT approved in writing and is not liable for spend that follows those approvals.

8.5 Force Majeure.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including severe weather, natural disaster, fire, epidemic, government order, loss of a venue or permit, utility or platform outage, labor action, or civil disturbance. The affected party must notify the other promptly and resume performance when it reasonably can. For an Event, the COMPANY's rights to reschedule, relocate or cancel, and what the CLIENT is owed in each case, are stated in Section 2.6 of the Event Sponsorship Order Form, which controls over this clause.

9. INDEMNITY

9.1 By COMPANY.

The COMPANY agrees to indemnify the CLIENT (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the COMPANY has done under this Agreement; (ii) a breach by the COMPANY of its obligations under this Agreement; or (iii) a breach by the COMPANY of the promises it is making in Section 4 (Representations).

9.2 By CLIENT.

The CLIENT agrees to indemnify the COMPANY (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) a breach by the CLIENT of its obligations under this Agreement; (ii) material, products, offers or claims the CLIENT supplied (Section 4.4); and, for Event Sponsorship Order Forms, (iii) the CLIENT's products, samples, giveaways, staff, contractors and on-site activation at an Event, including any claim relating to alcohol the CLIENT supplies or serves.

9.3 Process.

The indemnified party will promptly notify the indemnifying party of the claim, give it control of the defense and settlement (no settlement may admit fault for, or impose obligations on, the indemnified party without its consent), and reasonably cooperate at the indemnifying party's expense.

10. GENERAL

10.1 Assignment.

This Agreement applies only to the CLIENT and the COMPANY. Neither party may assign its rights or delegate its obligations under this Agreement to a third party without the other party's written permission, except that either party may assign this Agreement to a successor to substantially all of its business. The COMPANY may use subcontractors (such as photographers, creators and event staff) to perform, and stays responsible for their work.

10.2 Arbitration.

As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Agreement, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, seated in Dallas County, Texas. This arbitration requirement does not apply to disputes that qualify for small claims court, which either party may pursue instead, or to either party seeking a court order to protect its intellectual property or confidential information.

10.3 Modification; Waiver.

To change anything in this Agreement, the CLIENT and the COMPANY must agree to that change in writing and sign a document showing their agreement. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

10.4 Notices.

Notices under this Agreement must be in writing and sent by email to the address on file for each party (for the COMPANY, the address of the COMPANY signer on the Order Form, with a copy to howdy@101media.com), and are considered received once sent, unless the sender receives a delivery failure.

10.5 Severability.

If a portion of this Agreement is found unenforceable, it will be changed to the minimum extent necessary to make it enforceable, unless not permitted by law, in which case it will be disregarded, without affecting the enforceability of the rest of the Agreement.

10.6 Signatures.

The CLIENT and the COMPANY sign the Order Form using PandaDoc's e-signing system. That signature also constitutes acceptance of these Standard Terms and Conditions, in the version identified in the Order Form. These electronic signatures count as originals for all purposes.

10.7 Governing Law.

The laws of the state of Texas govern the rights and obligations of the CLIENT and the COMPANY under this Agreement, without regard to conflict of law principles of that state.

10.8 Entire Contract.

This Agreement (the Order Form together with these Standard Terms and Conditions) represents the parties' final and complete understanding of this engagement and supersedes all other contracts, written or oral, between the parties about it. Purchase-order or vendor-portal terms the CLIENT sends do not apply unless the COMPANY signs them.

10.9 Costs Advanced by COMPANY.

Where the Order Form allows the COMPANY to advance third-party costs or expenses on the CLIENT's behalf with the CLIENT's written pre-approval, those costs are billed as a line item on the next invoice at the amount the COMPANY paid plus a five (5) percent handling fee, unless the Order Form or a written agreement between the parties says otherwise.

101Media LLC, Standard Terms and Conditions, Version 2026-10, effective 2026-10-06. Supersedes the Content Partnership Agreement Standard Terms and Conditions dated 2026-08-24 for Order Forms that cite this version.

101Media LLC, Dallas, Texas. Questions about these terms: howdy@101media.com.