Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and Spotr (“Spotr,” “we,” “us”) and govern your access to and use of thespotr.com and the Spotr application reachable from it (together, the “Service”). By signing up for the waitlist or using the Service, you agree to these Terms and to our Privacy Policy. If you are using the Service on behalf of a business, you represent that you have authority to bind that business, and “you” means that business as well as you individually.

Sections 14 (Disclaimers), 15 (Limitation of liability), 16 (Indemnification), and 17 (Dispute resolution; arbitration; class-action waiver) limit your rights. Read them carefully.

In plain language: use Spotr lawfully and for your own business; you own what you put in, and we do not train general-purpose AI on it; the Service is provided as-is during early access with no service-level guarantee; paid features are billed as disclosed at checkout; and disputes are resolved individually by arbitration in Texas unless you opt out within 30 days. This summary is for convenience only — the full Terms below control.

1. The Service

Spotr is a restaurant intelligence product for independent operators. It produces editorial briefs, deep-dives, and recommendations grounded in your restaurant’s data and public signals from your trade area. The Service is currently in invite-only early access; features, scopes, integrations, availability, and pricing may change.

2. Eligibility and accounts

• You must be at least 18 years old and legally able to enter into a contract.
• You agree to provide accurate information and to keep it up to date.
• You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at security@thespotr.com of any suspected unauthorized use.
• You may not share account credentials, lend access, or create an account using anyone else’s identity.

3. Connected accounts and third-party platforms

The Service can connect to third-party platforms you authorize, including Google Business Profile, Square, and Toast. By connecting an account, you grant Spotr permission to access and act on that account within the scopes you approve and to use the information consistent with our Privacy Policy. Any write action Spotr takes on a connected account (for example, posting a review reply) is initiated and approved by you inside the Service.

Your use of a connected platform is also governed by that platform’s own terms (for example, the Google API Services User Data Policy, Google Terms of Service, and the relevant POS provider’s terms). You are responsible for complying with those terms and for the accuracy of any content you post through Spotr to that platform.

4. Acceptable use

You will not, and will not allow anyone else to:

• use the Service in violation of any law, regulation, or third-party platform’s terms;
• reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent that restriction is prohibited by law;
• probe, scan, or test the vulnerability of the Service; bypass or interfere with any rate limit, security feature, or authentication mechanism;
• send spam, malware, or content that is unlawful, defamatory, harassing, deceptive, or infringing;
• use the Service to compete with Spotr, to build a substantially similar product, or to train a generative AI model on the Service’s outputs;
• scrape, harvest, or otherwise programmatically extract substantial portions of the Service’s content;
• resell, sublicense, or provide the Service to a third party without our written permission.

5. Operator content

You retain all rights in the content you submit to the Service (for example, review-reply drafts, notes, ledger decisions — “Operator Content”). You grant Spotr a non-exclusive, worldwide, royalty-free license to use, host, reproduce, process, adapt, and display Operator Content solely to provide and improve the Service for you. We will not use Operator Content, or data we read from your connected accounts, to develop or train generalized AI or machine-learning models.

You represent that you own or have the necessary rights to your Operator Content and that the content (and Spotr’s authorized use of it) does not violate any law or third party’s rights.

6. Feedback

If you send us suggestions, ideas, or feedback about the Service, you grant Spotr a perpetual, irrevocable, royalty-free, sublicensable license to use that feedback for any purpose, without obligation to you.

7. Intellectual property

The Service, including its software, design, brand, and content published by Spotr, is owned by Spotr and protected by intellectual-property laws. Subject to your compliance with these Terms, Spotr grants you a non-exclusive, non-transferable, revocable license to use the Service during the term of these Terms. We reserve all rights not expressly granted. The Spotr name and marks are trademarks of Spotr; you may not use them without our prior written permission.

8. Copyright and DMCA

We respect intellectual-property rights and will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Send notices to dmca@thespotr.com with:

• a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
• identification of the copyrighted work claimed to have been infringed;
• identification of the material claimed to be infringing, including its URL inside the Service;
• your contact information (address, telephone, email);
• a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law;
• a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act.

We will respond to counter-notifications consistent with 17 U.S.C. § 512. Repeat infringers will have their accounts terminated.

9. Fees and billing

During invite-only early access, parts of the Service may be provided without charge. We may introduce paid plans, including subscription and usage-based (pay-as-you-go) pricing. If you subscribe or incur usage charges, the applicable prices, billing cadence, metering, taxes, and renewal terms will be presented to you at checkout or in an order and are incorporated into these Terms.

• Authorization. You authorize us and our payment processor to charge your payment method on file for all amounts owed, including recurring and usage-based charges as they accrue.
• Usage measurement. For usage-based charges, our measurement of your usage is authoritative absent manifest error.
• Taxes. Prices are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes, other than taxes on our net income.
• Non-refundable. Unless otherwise required by law or stated at checkout, fees and usage charges are non-refundable and are not prorated on cancellation.
• Past-due amounts. If a charge fails or an amount is past due, we may retry the charge and suspend or limit the Service until payment is made.
• Price changes. We may change prices on a going-forward basis. For a recurring plan, we will give reasonable advance notice before a change applies to your next billing period.
• Billing questions. Email hello@thespotr.com within 30 days of a charge if you believe it is incorrect; otherwise the charge is final to the extent permitted by law.

10. Service availability and changes

We work to keep the Service available, but we do not promise uninterrupted or error-free service and we do not offer a service level agreement during early access. We may add, modify, suspend, or remove features at any time. We will give reasonable notice before making a material adverse change to a paid tier.

11. Beta and preview features

Some features may be labeled “beta,” “preview,” “early access,” or similar. Beta features are provided as-is, may change or be removed, and may have additional risks. Beta features are not subject to any SLA or warranty.

12. Suspension and termination

You may stop using the Service and delete your account at any time. We may suspend or terminate your access if you breach these Terms, fail to pay amounts due, or use the Service in a way that creates risk for Spotr, our users, or third parties. We will provide notice where practical. On termination, your right to use the Service ends. Sections that by their nature should survive termination (including 5, 6, 7, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22) will survive.

13. Confidentiality

Information that one party shares with the other in connection with these Terms and that is marked confidential or that a reasonable person would understand to be confidential is “Confidential Information.” Each party will use Confidential Information only to perform under these Terms and will protect it with the same care it uses for its own confidential information of similar importance. Confidential Information does not include information that is or becomes public through no breach, was rightfully known before disclosure, is independently developed without use of the other’s Confidential Information, or is rightfully received from a third party without restriction.

14. Disclaimers

The Service is provided “as is” and “as available.” To the maximum extent permitted by law, Spotr disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade. Spotr’s briefs, deep-dives, and recommendations are intended to inform operator judgment, not to replace it; you are responsible for the decisions you make for your business.

15. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, arising out of or relating to these Terms or the Service, even if advised of the possibility.

Spotr’s total liability arising out of or relating to these Terms will not exceed the greater of (a) the amounts you paid to Spotr in the twelve months preceding the event giving rise to the claim, or (b) one hundred US dollars (US $100). The limitations in this Section apply to the maximum extent permitted by law and to any theory of liability, whether based on warranty, contract, statute, tort, or otherwise.

16. Indemnification

You will defend, indemnify, and hold Spotr and its affiliates, officers, employees, and agents harmless from any third-party claim, demand, loss, or expense (including reasonable attorneys’ fees) arising out of (a) your use of the Service in violation of these Terms, (b) your Operator Content, (c) your violation of any law or any third party’s rights, or (d) your connection of any third-party account to the Service in breach of that platform’s terms.

17. Dispute resolution; arbitration; class-action waiver

Informal resolution. Before filing any claim, you and Spotr agree to try to resolve the dispute informally for at least 60 days by emailing legal@thespotr.com with a written description of the dispute and the relief you seek.

Binding arbitration. If informal resolution fails, you and Spotr agree to resolve any dispute arising out of or relating to these Terms or the Service by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the seat in Travis County, Texas. The arbitrator’s decision is final and binding. Either party may bring an action in small-claims court if the claim qualifies. Either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information.

Class-action waiver. You and Spotr each waive any right to bring or participate in a class, collective, or representative action. The arbitrator may not consolidate claims of more than one person without the parties’ consent. If the class-action waiver is held unenforceable, the entire Section 17 will be unenforceable as to the affected claim, which will instead proceed in court under Section 18.

Opt out. You may opt out of arbitration by emailing legal@thespotr.com within 30 days of first accepting these Terms with the subject line “Arbitration opt-out” and your account email. Opt-out does not affect any other part of these Terms.

18. Governing law and venue

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules, and by applicable US federal law. Subject to Section 17, the state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute not subject to arbitration, and you and Spotr consent to personal jurisdiction and venue there.

19. Export controls and sanctions

You will comply with all applicable US and other export, import, and sanctions laws. You represent that you are not located in, and not a national or resident of, a country or region subject to comprehensive US sanctions, and that you are not on any US government list of restricted parties.

20. Notices

We may give notices to you by email to the address on file or by posting in the Service. You may give legal notices to Spotr by email to legal@thespotr.com. Notices are deemed given when sent (for email) or when posted (for in-product notices).

21. Changes to these terms

We may update these Terms from time to time. When we do, we will update the “Last updated” date above and, for material changes, give reasonable notice. Continued use of the Service after the change takes effect constitutes acceptance of the updated Terms. If you do not accept the change, stop using the Service.

22. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any order or in-product notice that incorporates these Terms are the entire agreement between you and Spotr about the Service and supersede any prior or contemporaneous understanding.
• Enterprise and custom agreements. These Terms govern self-serve use of the Service. If you and Spotr enter into a separate written agreement for the Service, that agreement controls to the extent it conflicts with these Terms.
• Severability. If any provision is held unenforceable, the rest of these Terms remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving intent.
• Waiver. A party’s failure or delay in enforcing any right is not a waiver of that right.
• Assignment. You may not assign or transfer these Terms without our prior written consent; any attempted assignment is void. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.
• No third-party beneficiaries. There are no third-party beneficiaries to these Terms.
• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Independent contractors. The parties are independent contractors. These Terms create no agency, partnership, joint venture, or employment.

23. Contact

General: hello@thespotr.com. Legal notices: legal@thespotr.com. Privacy: /privacy.