Spotlight Listing Contract

How this works

You are buying a Spotlight Listing for one location. The summary above shows your price and how long it runs. This is the contract. Read it, accept it, and you will go to the payment screen.

A few things worth knowing before you scroll:

• Your listing goes live once your payment clears and your listing is complete. Your time starts that day.
• You have 180 days after your payment clears to get your listing complete. If you do not, this contract ends and your payment is not refunded.
• Your listing renews automatically when your term ends, at our standard price and length at that time, which may be more than you are paying now. We email you a reminder fifteen to thirty days before the renewal and again at least seven business days before.
• You can cancel the renewal any time from your account, right up to the renewal date. Cancelling stops the next term. It does not refund the one you are in.
• You can ask for a refund in writing within thirty days of buying, as long as your listing has not gone live yet. After that, or once it is live, payment is not refundable.
• You own your photos and video. You are letting us use them, and you can still use them anywhere else you like.
• You keep your listing current, and we will check in from time to time to make sure what is on it is still right.

1. WHO THIS IS BETWEEN

1.1 This Spotlight Listing Contract, together with the summary shown above at the time you accept it (this "Contract"), is between you, the business named in your acceptance ("you" or "your"), and ELRECS LLC, doing business as thehotspot.guide, 349 Parkdale Avenue, Buffalo, New York 14213 ("we," "us," or "our").

1.2 The Platform. "Platform" means thehotspot.guide together with our related websites, mobile applications, email newsletters, and social media channels.

1.3 Types of listing. A "Standard Listing" is a no-cost directory entry. A "Spotlight Listing" is the paid, full-featured listing you are purchasing here.

1.4 Your summary. The summary shown above at the time you accept is part of this Contract. If anything in it conflicts with the rest of this Contract, the rest of this Contract governs, except for the price, the length, the location, and the plan, which are taken from your summary.

1.5 When this Contract forms. Your acceptance is an offer to buy a Spotlight Listing. This Contract forms when we accept your payment. If your payment fails, no contract is formed and you owe us nothing. If we decline to publish your listing before it goes live, this Contract ends and we will refund your fee in full. If your summary shows an expiry date, the price and length in it are only available until that date, and you cannot accept after it.

1.6 Your authority. You represent that the person accepting this Contract is authorized to enter into this Contract on behalf of the business named in the acceptance, and that the name, title, and email entered are accurate. You also confirm that the business is buying the Spotlight Listing for business purposes, not for personal, family, or household use.

2. YOUR SPOTLIGHT LISTING

2.1 What you get. For the Term, we will publish and maintain a Spotlight Listing for the location identified in your summary (the "Listed Location"). A Spotlight Listing is a full listing page on the Platform, which may include photographs and other media, events, products, services, and menus.

2.2 One location. This Contract covers one location. Each additional location requires its own purchase.

2.3 Placement is up to us. We decide the design, layout, ordering, ranking, and placement of every listing on the Platform, and what appears in any featured, promotional, or homepage module. We do not guarantee any particular placement, position, ranking, or feature. We may edit your content for style, length, formatting, and accuracy, and we may refuse, change, or remove any of it.

2.4 If we write about you. We sometimes write our own description of a place. Whether we do that, and when, is entirely up to us, and nothing here promises you one. If we do write one, we will consider changes you ask for but we are not required to make them, and what we write belongs to us as set out in Section 6.5.

2.5 You enter your own content. You supply and enter your own listing content. Anything else we do for you, including content production, photography, or setting up your listing, is not included here and requires a separate written agreement.

2.6 The Platform will change. We may add, change, or retire features at any time, as long as we do not materially reduce the core features of a Spotlight Listing during your Term.

3. PRICE AND PAYMENT

3.1 Price. Your price is the amount shown in your summary (the "Fee"), payable in full and in advance for the Term. Prices vary by location, by how many listings you hold, and by what we agree with you. The amount in your summary is your price.

3.2 How you pay. Fees are payable in United States dollars by the payment methods offered at checkout. Payments are processed by our payment provider, not by us, and we do not store your full card or bank details ourselves.

3.3 Payment has to clear. We will not publish your listing until your payment has cleared and the funds are available to us. If a payment is later reversed, returned, or charged back after your listing is live, we may convert it to a Standard Listing, or remove it, on notice to you until the payment is fixed. The amount stays due. You will also repay any chargeback or returned-payment fee our payment provider charges us, unless the chargeback resulted from our error. Any amount you owe us that is not paid when due may accrue interest at one percent (1%) per month, or the highest rate the law allows if that is lower.

3.4 Refunds before your listing goes live. You can ask us for a refund in writing, by email or from your account, within thirty (30) days of your purchase, as long as your listing has not gone live, and we will refund you in full. After thirty (30) days, or once your listing goes live, whichever comes first, a refund is no longer available. If your listing has still not been completed one hundred eighty (180) days after your payment clears, this Contract ends and your fee is not refunded, as described in Section 4.1.

3.5 No refunds once it is live. Except where the law requires otherwise, and except for the refunds described in Sections 1.5, 3.4, 7.2, and 11.6, once your Spotlight Listing goes live, all fees are non-refundable, in whole or in part. That includes if you close, sell the business, stop updating your listing, ask us to take it down, cancel after a renewal has been charged, stop using the Platform, or if we end this Contract under Section 11.1 or 11.2. Renewal fees are non-refundable from the renewal date, because your listing is already live at that point.

3.6 Taxes. Prices do not include sales, use, excise, or similar taxes. You are responsible for those, other than taxes on our net income. We will add to your charge any tax we are required to collect.

4. HOW LONG IT LASTS

4.1 When it starts. The "Publication Date" is the first day we make your Spotlight Listing publicly available. Two things have to happen before that: your payment has to clear, and your listing has to be complete.

We will not publish an incomplete listing. Your listing is complete when we have a main photo and a logo meeting Section 8, your hours, and your contact details. Getting those to us is your job.

You have one hundred eighty (180) days from the day your payment clears to get your listing complete. If it is still not complete then, this Contract ends, your fee is not refunded, and we no longer owe you a listing. We will try to remind you by email before that happens, but the deadline applies even if you do not get a reminder.

4.2 The Term. Your Spotlight Listing runs for the number of days shown in your summary, starting on the Publication Date (the "Term"), unless ended earlier under Section 11.

4.3 It renews automatically. When your Term ends, this Contract renews automatically for another term, and keeps renewing that way, until you or we cancel. By accepting this Contract you authorize us to charge the payment method you have on file for each renewal. You also agree that our payment provider may store your payment details for these charges and, if your card is replaced or updated, that we may use the updated details your card issuer gives us. You can change that payment method any time before a renewal is charged.

4.4 What a renewal costs and how long it runs. Unless your summary says otherwise, each renewal runs for our standard listing length and costs our standard price, both as published on the Platform on the day of the renewal. Your renewal price may be higher than the price you are paying now, because any discount, promotion, or negotiated rate applies only to the term it was given for. We will tell you the exact price and length in the reminders described in Section 4.5. If you do not want to renew at the new price, just cancel before the renewal date.

4.5 We will remind you. Before each renewal we will email the address on your account no more than thirty (30) and no fewer than fifteen (15) days before the renewal date, and again at least seven (7) business days before it. Each reminder will state the renewal date, the renewal price, the renewal length, and how to cancel. Reminders go to the email address on your account, so please keep it current and make sure our emails are not filtered as spam.

4.6 How to cancel. You can cancel the renewal at any time before the renewal date from your account on the Platform, in the same place you manage your listing, using a simple online cancel option. Cancelling takes effect at the end of your current Term. Your current Term still runs to its end, and your fee for it is not refunded. If you cannot reach your account, email us and we will process the cancellation. We will confirm every cancellation by email.

4.7 Renewing early. You can renew before your Term ends. If you do, we bill you then, and the new term starts the day after your current Term ends, so you lose nothing by renewing early.

4.8 If a renewal payment fails. If a renewal payment does not go through, we may try the charge again and may turn your Spotlight Listing off until the payment completes. Turning it back on does not extend the term or add days back. If the payment has still not been completed fifteen (15) days after the renewal date, the renewal is cancelled, this Contract ends, and you owe nothing for the renewal term.

4.9 What happens at the end. When this Contract ends, whether because you cancelled, a renewal payment failed, or we ended it under Section 11, your Spotlight Listing ends. We may either convert your location to a Standard Listing or remove it from the Platform entirely, at our discretion. We are not obligated to publish or maintain any listing for you after that, and you have no right to any listing, placement, or content on the Platform afterward.

5. WHAT YOU AGREE TO DO

5.1 Your content. "Listing Content" means all text, photographs, video, audio, logos, artwork, trademarks, menus, event information, product and service descriptions, hours, pricing, and other material you give us or enter yourself. It has to meet the requirements in Section 8. We may reject anything that does not.

5.2 Keep it accurate. You are solely responsible for the accuracy of your Listing Content, including hours, events, products, services, and menus, and for keeping it current throughout the Term. We have no obligation to check, correct, or update it.

5.3 Check-ins. From time to time we will ask you to confirm that the information on your listing is still right. What we ask about and how often we ask is up to us, and we will not ask unreasonably often. Please answer within fifteen (15) days. If you do not, we may mark the information as unconfirmed, or hide it, until you do.

5.4 Real photographs and video only. Every photograph and every piece of video you give us has to be actual footage of your place, your premises, your products, your staff, or your events. Do not send us anything made in whole or in substantial part by an AI image or video tool. Breaking this rule is grounds for us to pull the material immediately under Section 11.2 and to end this Contract for cause under Section 11.1.

5.5 One contact. Give us one main point of contact and tell us if it changes.

5.6 Follow the law. You will comply with all federal, state, and local laws that apply to your content and your operations, including advertising, pricing, food service, alcoholic beverage, and consumer protection laws, and you will hold every license and permit you need to operate.

6. RIGHTS IN CONTENT

6.1 You own your content. You own your Listing Content, including your photos and video. Nothing in this Contract transfers ownership of any of it to us. You stay completely free to use, license, publish, sell, and reuse your own material however and wherever you want, including with anyone who competes with us. The license you give us below is non-exclusive, which means giving it to us takes nothing away from you.

6.2 What you let us do. You grant us a non-exclusive, worldwide, royalty-free, fully paid, sublicensable license to host, store, reproduce, resize, crop, edit, reformat, adapt, transcode, publicly display, publicly perform, and distribute your Listing Content, in whole or in part, in any format or medium now known or later developed, on and in connection with the Platform and its promotion. That includes our websites, mobile applications, email newsletters, social media channels, and digital, print, and broadcast advertising. We may also share your basic listing details, such as your business name, address, hours, and contact information, with map, search, and directory partners so people can find you.

6.3 How long that lasts. The license in Section 6.2 runs during the Term and afterward (a) as reasonably necessary for archival purposes and for any Standard Listing we choose to keep, and (b) for anything we have already published or distributed, which we do not have to recall, change, or destroy.

6.4 We can take things down. We may remove, refuse, or stop showing any Listing Content at any time if we reasonably believe it breaks the law, infringes someone's rights, is inaccurate or deceptive, or does not follow this Contract or the content guidelines we publish on the Platform. We may update those guidelines from time to time. Removing content is not a breach of this Contract and does not entitle you to a refund.

6.5 What belongs to us. As between you and us, we own all right, title, and interest in the editorial descriptions, page design, compilations, data, and any photography, video, or other media we create, including all intellectual property rights in them. You get no license to any of it. If you want to reuse it, ask us in writing first.

6.6 Names and logos. Each of us may use the other's name and logo to identify the relationship between us. Goodwill from that use belongs to whoever owns the mark. When you use our name or logo, you will follow any brand guidelines we give you and will not suggest that we endorse your business beyond your listing.

6.7 Marketing. We may name you as a customer and use your name, logo, and Listing Content in our sales, marketing, and promotional materials, including case studies, presentations, and advertising, during and after the Term.

7. WHAT YOU PROMISE US

7.1 You represent and warrant that:

(a) you own or hold every right, license, consent, and permission needed to give us the Listing Content and to grant the license in Section 6.2;

(b) the Listing Content does not infringe or misappropriate anyone's copyright, trademark, trade secret, right of publicity, right of privacy, or other right;

(c) you have releases from every identifiable person shown in the Listing Content and permission from every photographer or other creator;

(d) no photograph or video you gave us was made in whole or in substantial part by an AI image or video tool;

(e) the Listing Content is accurate and not false, deceptive, or misleading; and

(f) the Listing Content contains nothing unlawful, defamatory, obscene, or harassing.

(g) any review, testimonial, or endorsement in the Listing Content is real, reflects the actual experience of the person giving it, and complies with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and its rule on consumer reviews and testimonials (16 C.F.R. Part 465); and

(h) any price, offer, or promotion in the Listing Content will be honored as stated.

7.2 We represent and warrant that we will perform our obligations in a professional and workmanlike manner. If we do not, and you tell us in writing within thirty (30) days, we will fix it. If we cannot reasonably fix it, you may end this Contract and we will refund the unused part of your fee for the current term. That is your only remedy for a breach of this promise.

8. PHOTO, VIDEO, AND LOGO REQUIREMENTS

Your listing will not go live until we have files that meet these requirements.

Photos

Send the original file straight off your phone or camera. Do not screenshot it, do not download it off Facebook, and do not text it to us, because all three shrink the picture.

Smallest we can take: 1200 by 900 pixels. Smallest we can use as your main photo: 1600 by 1200. Most phone photos are far bigger than both, so the original is almost always the right file.

Landscape works best. JPEG or PNG. Under 20 MB.

Every photo has to be a real photograph of your place, your food, your people, or your events. Do not send us anything made by an AI image tool.

Logo

Send us the file your designer made, ending in .svg, .eps, or .ai. That is the version that stays sharp at any size, and it is usually in whatever folder your branding came in.

If a .png is all that you have, it must be at least 1,000 pixels wide.

Send a wide version and a square version if you have both.

Video

When we start accepting video, the file requirements will be published on the Platform and they become part of this section. Everything in Section 5.4 about real footage applies to video the same way it applies to photos.

9. WHAT WE DO NOT PROMISE AND LIMITS ON WHAT WE OWE

9.1 As is. EXCEPT AS STATED IN SECTION 7.2, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 No results guaranteed. WE DO NOT GUARANTEE ANY LEVEL OF TRAFFIC, IMPRESSIONS, VIEWS, CLICKS, CALLS, RESERVATIONS, FOOT TRAFFIC, SALES, REVENUE, SEARCH RANKING, OR ANY OTHER RESULT FROM YOUR SPOTLIGHT LISTING.

9.3 No uptime guarantee. The Platform may be unavailable from time to time because of maintenance, outages, our service providers, or events outside our reasonable control. That is not a breach of this Contract and does not entitle you to a refund, a credit, or more days.

9.4 Reviews and other people's content. The Platform may show reviews, ratings, comments, and other content from users or third parties. We are not responsible for that content and do not have to remove or change it, except where the law requires. Buying a Spotlight Listing does not give you any control over reviews or ratings.

9.5 No indirect damages. EXCEPT FOR THE CLAIMS LISTED IN SECTION 9.7, NEITHER OF US IS LIABLE TO THE OTHER, OR TO ANYONE ELSE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER THE CLAIM IS BROUGHT IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF THAT PARTY WAS TOLD THE DAMAGE WAS POSSIBLE.

9.6 The cap. EXCEPT FOR THE CLAIMS LISTED IN SECTION 9.7, OUR TOTAL LIABILITY TO YOU FOR EVERYTHING ARISING OUT OF OR RELATED TO THIS CONTRACT WILL NOT EXCEED THE TOTAL FEES YOU ACTUALLY PAID US UNDER THIS CONTRACT IN THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

9.7 What these limits do not cover. Sections 9.5 and 9.6 do not apply to (a) fraud, gross negligence, or willful misconduct; (b) your obligations under Section 10; (c) your obligation to pay fees under Section 3; or (d) anything that cannot be limited or excluded under applicable law.

9.8 Why this is here. These limits are a basic part of the deal between us. We set our prices relying on them, and they apply even if some other remedy in this Contract turns out not to work.

10. RESPONSIBILITY FOR CLAIMS

10.1 Each of us covers our own conduct. Each of us will indemnify, defend, and hold the other harmless, along with its officers, members, managers, employees, contractors, and agents, from any third-party claim, and any resulting loss, damage, cost, or expense including reasonable attorneys' fees, arising out of (a) that party's material breach of this Contract, (b) that party's gross negligence or willful misconduct, or (c) that party's violation of applicable law.

10.2 You cover your content. In addition to Section 10.1, you will indemnify, defend, and hold us harmless, along with our officers, members, managers, employees, contractors, and agents, from any third-party claim, and any resulting loss, damage, cost, or expense including reasonable attorneys' fees, arising out of (a) any allegation that your Listing Content infringes or misappropriates any intellectual property, publicity, or privacy right; (b) any allegation that your Listing Content is inaccurate, deceptive, or constitutes false advertising; or (c) your products, services, events, premises, or operations.

10.3 How it works. The party seeking coverage will give prompt written notice of the claim, reasonable cooperation at the other party's expense, and control of the defense and settlement, except that no settlement admitting fault by, or imposing any obligation on, the covered party may be entered without that party's prior written consent, which will not be unreasonably withheld.

11. SUSPENSION AND ENDING THIS CONTRACT

11.1 For cause. Either of us may end this Contract on written notice if the other materially breaches it and does not fix the breach within thirty (30) days after written notice, or if the other becomes insolvent. If you close the Listed Location, Section 11.3 applies instead.

11.2 Immediate removal. We may immediately remove, suspend, or decline to publish any of your Listing Content, or your whole Spotlight Listing, if we reasonably believe it is unlawful, infringing, deceptive, made by an AI image or video tool in breach of Section 5.4, or otherwise harmful to us or to people using the Platform, or if you lose a license you need to operate. If you have closed, Section 11.3 applies instead. We will tell you promptly after we do.

11.3 If you close. If you stop operating the Listed Location, tell us. We may show your listing as closed, convert it to a Standard Listing, or remove it, whichever we think is most useful to people looking for you. We will not renew a listing for a location that has closed. Closing does not end your Term on its own, and your fee is not refunded under Section 3.5.

11.4 If you want to stop. You can cancel your renewal at any time under Section 4.6, and you can stop using the Platform whenever you like, but your fees for the term you are in stay due and non-refundable under Section 3.5.

11.5 What survives. When this Contract ends, your Spotlight Listing ends and we may convert your location to a Standard Listing or remove it, as set out in Section 4.9. Sections 3.5, 6.1, 6.3, 6.5, 6.7, 7, 9, 10, 12, and 13 survive.

11.6 If we stop offering Spotlight Listings. We may end this Contract for any reason on thirty (30) days' written notice. If we do, we will refund the unused part of the fee you paid for your current term, calculated day by day, and that refund is all we owe you for ending it.

12. CHANGES TO THIS CONTRACT

We may change this Contract for future purchases at any time. The version you accepted governs the Term you are in, and we will keep a copy of it. If we ever need to change what applies to a Term already running, we will ask you first and the change will only take effect if you agree in writing.

Each renewal Term is governed by the version of this Contract published on the Platform on the renewal date. If it has changed since the version you accepted, we will say so in the reminders described in Section 4.5 and link you to the new version, so you can cancel before the renewal if you do not want it. If you do not cancel before the renewal date, the new version applies to your renewal term.

13. GENERAL

13.1 We are independent. Nothing here creates a partnership, joint venture, employment, or agency relationship between us.

13.2 Notices. Notices have to be in writing. They take effect when sent by email to the address on file (unless the sender is told it was not delivered), when delivered in person, or the next business day after being given to a recognized overnight courier. We will use the email address you gave at checkout. You can reach us at the address above or at the email address published on the Platform.

13.3 Governing law and venue. New York law governs this Contract, without regard to its conflicts of law rules. Any dispute has to be brought in the state or federal courts in Erie County, New York, and we both consent to those courts. EACH OF US GIVES UP ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATED TO THIS CONTRACT, AND EACH OF US WILL BRING ANY CLAIM ONLY ON ITS OWN BEHALF AND NOT AS PART OF A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

13.4 Working it out first. Before either of us files anything, we will try in good faith to settle the dispute by talking, and then through non-binding mediation in Erie County, New York, with the cost split evenly. This does not apply to a request for injunctive relief or a claim for unpaid fees, or to a claim about intellectual property or misuse of the Platform.

13.5 Transfers. You may not transfer this Contract without our written consent, except to a successor in a merger or a sale of substantially all of your assets. We may transfer this Contract to an affiliate or to anyone who takes over the Platform, and we will tell you if we do. If you sell the Listed Location, you may transfer this Contract to the buyer with our written consent, which we will not unreasonably withhold.

13.6 The whole deal. This Contract, together with your summary, is the entire agreement between us on this subject and replaces anything said or written beforehand. Changes have to be in writing and agreed by both of us.

13.7 If part of it fails. If any part of this Contract is unenforceable, the rest stays in force. No waiver counts unless it is in writing, and waiving one breach does not waive any other.

13.8 Electronic acceptance. You accept this Contract electronically. Your typed name is your signature, and this Contract is as enforceable as one signed on paper. You agree that we may give you this Contract, reminders, receipts, and notices electronically. You can save or print a copy of this Contract when you accept it, and we will keep a copy available from your account.

13.9 Things outside our control. Neither of us is liable for delay or failure to perform, other than paying money, caused by something beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, labor trouble, utility or telecommunications failure, failure of a service provider, terrorism, war, or government restriction. The affected party will give prompt notice and make commercially reasonable efforts to get back on track.

13.10 Time limit for claims. Any claim arising out of or related to this Contract must be brought within one (1) year after it arises, or it is permanently barred, unless the law does not allow a shorter period.