Terms of Service

1. Overview

Spotlight provides an affiliate marketing and analytics platform that enables Sellers to connect their marketplace listings with independent publishers (“Publishers”) through our integration with the Costingtons Network. Spotlight facilitates these relationships by providing tracking, reporting, and payments functionality within its platform.

Spotlight is not a party to any agreement between a Seller and a Publisher. Sellers are solely responsible for their engagements with Publishers, including the payment of all commissions owed under those engagements.

2. Definitions

• “Platform” means the Spotlight service, website, software, and all related interfaces, APIs, and data infrastructure.
• “Costingtons Network” refers to the network of publishers operated by Innovative Digital, LLC (“Costingtons” or “Publisher Network”).
• “Engagement” means a Seller’s offer to pay a Publisher a percentage of tracked sales (cost-per-acquisition or “CPA”) through Spotlight.
• “Tracked Sales” means sales data reported or collected through authorized APIs that attributes a qualifying sale to a Publisher.
• “Commission” means the amount owed by a Seller to a Publisher for qualified Tracked Sales.
• “Service Fees” means the fees charged by Spotlight for access to the Platform, including Self-service/DIY, Managed Service plans, and any other future plans.

3. Account Eligibility & Registration

3.1 Eligibility

To create a Seller account, you must:

• Be at least 18 years old and capable of entering into binding contracts;
• Agree to these Terms of Service;
• Operate a valid Amazon Seller Central or equivalent marketplace account; and
• Comply with all applicable laws, rules, and regulations.

To access and make your brand available to the Publisher Network, you must:

• Connect your Amazon Seller Central or equivalent marketplace account; and
• Connect an authorized payment method to the Platform.

3.2 Application & Approval

Spotlight participation is subject to application and approval. We reserve the right to approve, deny, suspend, or terminate any account at our sole discretion.

3.3 Account Information

You agree to provide accurate, current, and complete information during registration and to maintain your account credentials securely. You are responsible for all activity that occurs under your account.

4. Platform Services

4.1 Integration with Costingtons

Spotlight facilitates access to Costingtons’ network of publishers. Sellers may review publisher performance, manage engagements, approve or dispute commissions, and monitor results within the Platform.

4.2 Data Sources

Tracked Sales are provided to Spotlight by publishers in the Costingtons Network. Spotlight may also collect data via authorized integrations, including:

• Amazon Selling Partner API, and
• Amazon Attribution or other marketplace APIs.

4.3 Attribution Accuracy

Spotlight relies on data provided by Costingtons, publishers, and marketplaces. Spotlight does not guarantee the accuracy or completeness of attribution data and is not liable for discrepancies, missing records, or delays.

4.4 Feature Availability

Spotlight may modify, suspend, or discontinue any feature at any time without notice.

5. Fees and Payments

5.1 Fees

Sellers agree to pay Spotlight’s applicable Service Fees for Platform access. These fees may change with notice.

5.2 Payment Methods

Sellers must maintain a valid payment method via Stripe or ACH. You authorize Spotlight to charge your payment method for all due amounts, including Service Fees and Commissions.

5.3 Invoice and Payment Schedule

1. On or around the 15th of each month, Spotlight will generate an Invoice for the prior month’s Tracked Sales, including Commissions owed to Publishers and applicable Service Fees. Sellers will be notified via email that the Invoice is available for review.

2. Through 11:59 PM PST on the 22nd of each month, Sellers may review the prior month’s Invoice and flag it for dispute if necessary.

3. On the 23rd of each month at 9:00 AM PST, Spotlight will process payment for all unflagged Invoices. Each Invoice includes:

• Commissions owed to a Seller’s partners,
• Spotlight Platform or Service Fees, and
• Spotlight Platform or Service Fees, and
Any applicable adjustments.

4. For ACH payments, settlement may take up to 7 business days. If an ACH payment has not settled by the 30th of the month, it will be treated as a failed payment.

5.4 Disputes

Sellers may flag an Invoice for dispute during the review window (from the 15th through 11:59 PM PST on the 22nd). Flagging an Invoice pauses payment processing for that Invoice until the dispute is resolved with a Spotlight account manager. Should a Seller’s dispute result in invoicing and payment processing occurring after the 23rd of a given month, Spotlight reserves the right to suspend the Seller, remove the Seller from the program, or otherwise adjust the Seller’s Engagements with specific Publishers or the entire Publisher Network. Should a Seller’s dispute be resolved after the 23rd of a given month, outstanding invoicing and payment processing will be reconciled once that Invoice’s status updates from “flagged” to “approved.”

5.5 Merchant of Record

Spotlight acts as the merchant of record for Service Fees and associated Publisher Commissions.

5.6 Nonpayment

Failure to pay may result in immediate suspension or termination. Spotlight may pursue collection of overdue amounts.

5.7 Taxes

Sellers are responsible for all taxes associated with their use of Spotlight.

6. Data & Ownership

6.1 Seller Data

You retain ownership of your data, including sales and product information.

6.2 Platform Data

Spotlight owns data generated from the operation of the Platform, excluding personally identifiable Seller information.

6.3 License to Spotlight

You grant Spotlight a non-exclusive, worldwide, royalty-free license to process your data solely to operate and improve the Platform.

6.4 Privacy Policy

Spotlight’s processing of data is governed by the Spotlight Privacy Policy.

7. Termination & Suspension

7.1 Termination by Seller

You may terminate your account at any time by written notice and payment of all outstanding amounts.

7.2 Termination by Spotlight

Spotlight may suspend or terminate access if you breach this Agreement, fail to pay, engage in fraud, or if required by Costingtons or legal authorities.

7.3 Effect of Termination

• All licenses terminate immediately;
• Your account is closed and access revoked;
• Outstanding amounts become immediately due;
• Data may be archived or deleted per our retention policy.

8. Representations & Warranties

Each party represents and warrants that it has authority to enter into this Agreement and will comply with applicable laws. Spotlight provides the Platform “as is” without warranties of any kind.

9. Indemnification

You agree to indemnify Spotlight from claims arising from your breach, unpaid commissions, or violations of law.

Spotlight will indemnify you against third-party claims that the Platform infringes intellectual property rights, excluding misuse or modifications by you.

10. Limitation of Liability

• No indirect, incidental, or consequential damages.
• Spotlight’s total liability is capped at the greater of: (a) six months of Service Fees paid, or (b) $1,000.

11. Dispute Resolution

11.1 Informal Resolution

Both parties agree to attempt informal resolution within 30 days.

11.2 Arbitration

Any dispute will be resolved by binding arbitration administered by JAMS, held in Reston, Virginia unless otherwise agreed.

11.3 Class Action Waiver

Disputes must be brought individually and not in class or representative actions.

11.4 Small Claims Exception

Either party may bring an individual claim in small claims court in Fairfax County, Virginia.

12. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, war, labor disputes, or internet outages.

13. Miscellaneous

• The parties are independent contractors.
• You may not assign this Agreement without Spotlight’s written consent; Spotlight may assign in connection with a merger or sale.
• Governing law: Commonwealth of Virginia.
• This Agreement constitutes the entire agreement between the parties.
• Notices to Spotlight must be sent to spotlight@worldeye.com.
• If any provision is invalid, the remainder survives.
• Certain Sections survive termination (5, 6, 8, 9, 10, 11, 13).

By clicking “Accept” or otherwise accessing the Platform, you acknowledge that you have read and agree to be bound by these Terms of Service.