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Host Location Agreement

Citywide Spotlight

Host Location Agreement

Last Updated 30 Apr 2024


This Host Location Agreement (this “Agreement”) is by and between Citywide Spotlight, LLC, a Texas limited liability company (“Citywide”), and the facility desired to engage Citywide to promote its facilities, amenities and related services (the “Host Location”).


Citywide owns and operates the website, (the “Site”), which, among other things, promotes the products and services of various third-parties, including Host Location’s facilities, amenities, and related services as more specifically described on the specific page(s) of Citywide website describing Host Location’s facilities, amenities and related services (the “HL Page”), which is incorporated by reference as if restated in full herein. 

Host Location desires for Citywide to market its event space, events, amenities and related hospitality, entertainment, and related products and services (collectively, “Event Services”) and to book Event Services for various individuals and groups (collectively, “Clients”) pursuant to the terms of this Agreement.


By submitting its information for listing on the Site, Host Location agrees to the terms of this Agreement.



Clients will place an order for Event Services from HL via the Site (an “Order”). An Order submitted to Host Location is not binding on Host Location unless and until accepted by Host Location in writing. By accepting a Client Order, Host Location agrees to provide the Event Services pursuant to the terms listed on its HL Page, the Order, the Event Services Agreement, and this Agreement.

An Order is deemed accepted once the booking is confirmed in writing by HL.  If not confirmed by HL within seven days, the Order will be deemed void and the Client entitled to a full refund. Confirmed Orders may be modified my mutual written agreement of the parties at any time during the Term of this Agreement, and the Event Services Fee shall be modified accordingly.


Citywide Responsibilities.

Citywide will:

  • gather information about the Host Location and prospective Client requirements from Host Location,

  • market Host Location membership to potential Clients via Citywide’ web site and various marketing outlets,

  • screen prospecting Clients as per Host Location requirements,

  • handle the preparation and coordinate the execution of all Client Event Services agreements,

  • handle billing and collections from Clients,

  • pay all amounts owed to Host Location as required by this Agreement, and

  • work in good faith to resolve any disputes with Clients or Host Locations.

(Collectively, all the above are the “Services.”)


Host Location Clients. 

Host Location will approve all its Clients and confirm all Orders with Clients.  All such Clients are Clients of Host Location, and not Citywide. Citywide has no liability to any Client with respect to any Order or Event Services, and Host Location will indemnify and hold Citywide harmless from any such claims.  Citywide will not verify or investigate any Client or Order information and is not liable to Host Location or any person with respect to such information.  The decision to approve a Client to use the Host Location is solely up to Host Location. 


Host Location Responsibilities.

Host Location will fully comply with all terms of this Agreement, all Event Services and other agreements with a Client to which Host Location is a party, and all policies and rules of Citywide, including, without limitation, and Host Location and Event Services rules, as amended from time to time, and which are incorporated by reference as if restated in full herein (collectively, the “Rules”). 


Without limiting the foregoing, Host Location will:

  • provide truthful and complete information about the Host Location to Citywide,

  • provide updated and/or corrected information to Citywide as necessary,

  • ensure a primary and/or secondary contact is available to Citywide and Clients at all times,

  • ensure Citywide has current bank account information for Host Location,

  • quickly respond to requests and inquiries from Citywide, prospects and/or Clients,

  • provide all services and fulfill all obligations to Clients and to Citywide as provided in written Event Services agreements (each, a “Order”),

  • work in good faith to resolve any disputes with Clients or Citywide,

  • treat all Clients, and their guests and staff, with respect, professionalism and dignity,

  • cooperate with Citywide with respect to the onboarding and termination of Clients.


Host Location Rules.

Host Location will fully comply with all terms of this Agreement, all Orders to which Host Location is a party.  In addition to the terms of the Order and Event Services Agreement, Host Location may enact its own rules related to use of the Host Location, Host Location equipment, and access to conference rooms, amenities, etc. (“Host Location Rules”), provided that such Host Location Rules:

  1. are commercially reasonable

  2. are written and made available to Client prior to execution of the Order (or are presented later to Client and expressly accepted by Client)

  3. are consistently applied to all Clients and other users of the Host Location

  4. serve a business purpose of the Host Location

  5. do not unnecessarily interfere with the Client’s ability to use the Host Location and Event Services as expected pursuant to the Order.


Moreover, any Host Location Rules adopted or amended during the term of an Order will not apply to such Client unless and until the Client expressly agrees to the new or amended Host Location Rules.


If a Client complains to Citywide that any Host Location Rules violate the above, and Citywide determines, in Citywide sole discretion, that any Host Location Rule is improper or is being applied unfairly, Citywide may demand that the Host Location revoke or amend the offending Host Location Rule(s) and/or its application.  If Host Location does not, to Citywide’ satisfaction modify or amend the Host Location Rule, Citywide may consider Host Location in breach of the Order and this Agreement, terminate this Agreement and removed Host Location and its Event Services from the Citywide platform.


Compliance with Laws.  

Host Location is solely responsible for ensuring compliance with all local, state and federal laws, ordinances, and regulations (collectively, “Laws”), food and beverage standards and guidelines, safety procedures and guidelines, landlord rules and policies, related to this Agreement and any Event Services and Orders. Citywide has no knowledge or obligation under any such Laws.  Citywide has no ability to control Host Location, nor force Host Location to accept any Client.  Host Location may refuse to accept any Client for any reason, unless such reason would violate any Laws.  Furthermore, without limiting the above, Host Location is responsible for ensuring this Agreement and all Orders do not violate any lease or other agreements to which Host Location is a party, nor any rules or policies of Host Location’s landlord.  Citywide is not a law firm, and will not review any Orders nor any Host Location leases nor , nor provide legal advice regarding such matters.



Nothing in this Agreement shall imply any affiliation, joint venture or partnership between Citywide and Host Location, and Host Location will not represent or imply any such relationship.  Host Location is solely responsible for any taxes related to payments made to Host Location by Citywide, and for the hiring, management and payment of all its employees and contractors.


Client Fees and Revenue Split. 

All payments related to a Client’s use and access to Host Location and its Event Services (“Client Fees”) will be exclusively paid to Citywide.  Host Location will immediately forward to Citywide any such payments Host Location receives.  Host Location has no rights to such Client Fees, except as provided herein.  The revenue split described herein refers to actual Client Fees received by Citywide, less and transaction or other costs, charges or expenses.  Citywide has no obligation to make payment to Host Location of any portion of Client Fees not received, refunded, offset, or otherwise returned to or not collected from Clients. 


Of the Client Fees received by Citywide, Citywide will pay  Host Location a portion of the Client Fees received by Citywide from a Host Location’s Clients as follows:


  • If Host Location is a Current Subscribing Member of Citywide:  20% of the Event Services Fee

  • If Host Location is not Current Subscribing Member of Citywide: 5% of the Event Services Fee


Payment will be made to the Host Location within ten (10) days of receipt of payment of a Client Fee from a Client.



If Citywide is required to refund Client Fees to a Client, Host Location will reimburse Citywide in full for all such refunded amounts within ten (10) days after Citywide provides notice to Host Location of such refund.



Payment of the Fee will be made via electronic transfer to an account designated by Host Location, or by any other means acceptable to Citywide.  Host Location will solely bear any and all bank charges or other transaction costs associated with the payment of the Fee. Citywide may offset any Fee by any amounts owed to Citywide by Host Location, or any expenses, charges, or other costs incurred by Citywide which are caused by Host Location.  Notwithstanding the above, payment of the Referral Bonus portion of the Fee may be made a less frequent intervals, at Citywide’ sole discretion, and may be a single lump-sum payment at the end of the 12-month Referral Bonus eligibility period, or may be paid semi-annually, quarterly, or some other interval acceptable to Citywide.


It is Host Location’s responsibility to keep entity, address, email, and other contact and banking information up to date and advise Citywide of changes.  Failure to do so can result in delays in receipt of payment.  Citywide will make up to three attempts to make payment via the information we have.  If we are unable to make payment for 90 days from the date of initial payment attempt, your payment – and all future payments owed - will be permanently forfeit.  If you later update your information, we will resume making future payments to you, but any prior forfeit payments will not be made.


Use of Information.

Host Location may receive from Citywide certain contact information of Citywide Clients, event attendees, business associates, entities, vendors, suppliers, contractors, joint venturers, client lists, employees, prospects, agents and other contact information (each, a “Designated Party”), which is the proprietary information and exclusive property of Citywide. Without limited the above, a Designated Party shall include any persons who learned about the Host Location directly or indirectly through Citywide, an Citywide Client, another Citywide Host Location, or any Citywide events, web sites, or marketing campaigns.     


During and for one year following the Term of this Agreement, Host Location will not contact or solicit any Designated Parties absent Citywide’s prior written consent except in connection with Event Services and an Order. Host Location will not attempt to directly engage with any Designated Party to the exclusion of Citywide.  If contacted by a Designated Party directly, Host Location will direct such Designated Party to proceed through Citywide and will not deal with Designated Party directly except with Citywide’ consent.  


From the Effective Date and for a period of one year following the Termination of this Agreement, Host Location will not, directly or indirectly: (i) induce or attempt to induce any Designated Party to discontinue their relationship with Citywide, nor their use of Citywide services or programs, or (ii) compete with Citywide by directly or indirectly recruiting or attempting to recruit a Designated Party to any relationship or transaction which competes with the business of Citywide. Host Location agrees that, in the event of a breach of this provision by Host Location, Citywide will be entitled to obtain an injunction, as monetary damages would be insufficient.  Moreover, Host Location shall not publish sell, transmit, or otherwise share any Designated Party information with any third party (including, without limitation, affiliated entities of Host Location) without Citywide’s prior written consent. Host Location agrees to use any Designated Party information only for the mutual business benefit of Host Location and Citywide, and all such use shall comport with all Citywide policies, as same shall be amended from time to time. Notwithstanding the above, nothing in this paragraph shall prohibit Host Location from any legal referral or other business relationship unrelated to use of the Host Location with a Designated Party. This Agreement does not prohibit Host Location from providing Event Services similar to those provided to Clients outside of this Agreement, provided that any such persons are not “Designated Parties”.



Without limiting the above, Host Location specifically agrees not to not to circumvent, attempt to circumvent, or permit any other party or persons on its respective behalf to circumvent this Agreement or Citywide in any way, manner or form regarding any transaction involving any Designated Party during the term of this Agreement, and for two (2) years thereafter.  From the Effective Date and for a period of two (2) years following the Effective Date of this Agreement, Recipient agrees to conduct all of its transactions with any Designated Party through Citywide during the term of this Agreement and not to contact, call on or solicit, either directly or indirectly, any Designated Party of Citywide. 



During the Term of this Agreement, Host Location will be exposed to certain proprietary information and materials of Citywide, including, without limitation, the names and contact information of Citywide members and prospective members, vendor, and Host Locations, as well as Citywide business plans, pricing, methods and programs, marketing and administrative and other data, and other trade secrets and materials (collectively, “Proprietary Information”), which are the exclusive property of Citywide.  During and for five (5) years following the Term, absent prior written consent of Citywide, Host Location will not: (1) use any Proprietary Information except in connection with the performance of this Agreement; or (2) share, post, copy, publish or otherwise disclose any Proprietary Information to any third parties (including, without limitation, affiliated entities of Host Location).  Host Location agrees that, in the event of a breach of this provision by Host Location, Citywide will be entitled to obtain an injunction, as monetary damages would be insufficient (but Citywide will also be entitled to pursue monetary damages, as well).

License and Usage. Host Location hereby grants Citywide an irrevocable, royalty-free, non-exclusive license to use any images and information and materials submitted by Host Location to Citywide.  Host Location will not use any Citywide Marks without written permission from Citywide. Without limiting any of the foregoing, Host Location may publicize its relationship with Citywide, subject to prior written approval of any such publication by Citywide, with such approval not to be unreasonably withheld. Without limiting the above, “publication” shall include notices via social media.  All use of Citywide marks be Host Location must cease immediately upon termination for any reason.


Term and Termination.

This Agreement shall commence on the Effective Date and continue in full force and effect until the earliest to occur of: (1) termination by either party upon thirty (30) days written notice to the other party if there are no Host Location Clients at the time of termination; or (2) termination by either party upon ninety (90) days written notice to the other party (each, an “Termination”).


This Agreement shall not automatically terminate merely because Host Location Host Location has no active Clients.  Instead, such Host Location will remain a Host Location of Citywide, and Host Location’s Host Location will remain in the Citywide system unless and until terminates as provided herein.


If, upon Termination, Host Location has active Clients under Orders that will not be concurrently terminating for at least the six months immediately following the Termination date, all Fee payment will continue to be made to and through Citywide for up to six months after the Termination Date.


The following provisions shall survive any Termination of this Agreement: Use of Information, Non-Circumvention and Poaching Fee, Confidentiality, Non-Compete Agreement, Indemnity, LIMITATION OF DAMAGES, and Law and Jurisdiction. 



Each party hereby agrees to indemnify, defend and hold the other party harmless from any and all asserted or threatened liabilities, claims, suits, judgments, losses, damages, fines, forfeitures, assessments, costs and expenses, including reasonable attorneys’ fees, expert fees and costs and expenses of appeal (collectively, the “Damages”), asserted by third parties as resulting from, arising out of or in connection with (i) the party’s performance or non-performance of any of its obligations and duties set forth in this Agreement, including but not limited to any Damages caused by the negligent, intentional or wrongful acts or omissions to act of a party, its officers, directors, agents, employees, representatives, or subscribers; (ii) a party’s breach of any warranty, covenant or representation made by it herein; (iii) bodily injury or death or damage to property resulting or claimed to result, in whole or in part, from any willful, intentional or negligent act or omission of a party, its officers, directors, agents, or employees; (iv) violation by a party, its officers, directors, agents, or employees, of any law, statute, ordinance, governmental order, rule or regulation; or (v) infringement of the Proprietary Rights of any third party.

Without limiting the above, Host Location shall indemnify, defend and hold Citywide harmless for Damages and claims asserted by Clients (and any of their guests, employees, owners or agents) related to any Event Services, an Order, the Host Location, or any losses, damages, or injuries.





Insurance & Tax. 

Citywide does not provide or manage property, nor provide food, beverage, entertainment or hospitality services, equipment or related services.  Citywide only provides marketing and administrative support to Client and Host Location in connection the promotion and engagement of Host Location Event Services.  As such, Citywide does not have any insurance coverage for Event Services.  Host Locations should ensure they have appropriate insurance coverage for all Event Services. Moreover, Host Location is solely responsible for all tax liability related to payments received from Citywide, including, without limitation, any sales, VAT, use, or other state or local taxes.  It is Host Location’s responsibility to know if a sales or other tax is owed to tax authorities governing the Host Location and/or Host Location in connection with this Agreement, any Order, and/or any payments related thereto.  If a sales tax is required by Host Location’s jurisdiction in connection with Host Location Services and/or payments from Citywide, Host Location will collect and pay any and all such taxes to the proper authorities out of Host Location’s share of the Citywide revenue (i.e., the Fee).



This Agreement is not assignable in whole or in part by Host Location without written consent of the Citywide and shall not benefit any third parties. Citywide may assign this Agreement, in whole or in part, to a third party at Citywide sole discretion.



Citywide will be not responsible or liable for events beyond its reasonable control.  If certain Host Location benefits are postponed or canceled due to conditions beyond Citywide’s control, Citywide will take reasonable measure to reschedule the event. However, if rescheduling or replacement is not possible, Citywide shall not be required to provide any refund of Fee.


Law and Jurisdiction.

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas and shall be binding upon the parties hereto. Any dispute arising out of this Agreement shall be exclusively resolved via confidential and binding arbitration to be conducted in Dallas County, Texas, and following the AAA Rules.  This Agreement is binding upon all of Host Location’s owners, Host Locations, employees, officers, agents, successors and assigns.


Entire Agreement. 

This Agreement, together with the schedules and other documents and agreement incorporated by reference herein, represents the full agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations and agreements between the parties regarding same.  This Agreement may be amended only by a written instrument executed by both parties.

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