Advertising & Listing Agreement

DRAFT — working document, pending attorney review. Not yet in effect. The four-industry tier structure below has not been attorney-reviewed.

Effective date: [to be set at publication]. Last updated: May 26, 2026.

This Advertising & Listing Agreement (Agreement) governs paid listing services provided by Locale Terroir to wineries, hotels, transportation operators, and adventure operators (Advertiser, you, your) that subscribe to one or more of our listing programs. Restaurants are editorial subjects selected by Advisory Board vote and are not offered paid programs. By subscribing to a program, you agree to this Agreement and to our Terms of Use and Privacy Policy.

1. The Programs

Locale Terroir offers a tiered listing program available to four supplier industries — wineries, hotels, transportation, and adventures. Where this Agreement refers to a winery, read the Advertiser's applicable industry.

1.1 Tier 1 — Listing (Free). Provided at no charge. The Advertiser may submit one logo or one static image for display on its card or listing. If more than one image is submitted, Locale Terroir uses only the first unless the Advertiser specifies a preferred image. Tier 1 includes the Advertiser's name and standard listing information as published editorially by Locale Terroir.

1.2 Tier 2 — Image Rotation ($10/month plus a one-time $25 setup fee). The Advertiser may submit up to ten images, displayed as a rotating slideshow on its card or listing, and may update the set at reasonable intervals by submitting new images for processing. Tier 2 includes all Tier 1 features.

1.3 Tier 3 — Full Editorial Page ($25/month). A dedicated editorial page with expanded content appropriate to the Advertiser's industry: for a hotel, property description, amenities, location, and imagery; for transportation, service description and offerings; for an adventure operator, experience description and offerings; for a winery, winemaker profile and wine highlights. Tier 3 includes the Tier 1 or Tier 2 image treatment. The Advertiser may submit content updates at reasonable intervals for Locale Terroir to edit and publish.

1.4 Industry-specific deliverables. Page content fields differ by industry and are defined by the then-current intake form for each industry. A hotel page does not include a winemaker profile or AVA; transportation and adventure pages include fields appropriate to those services. All other terms of this Agreement apply to all four industries without modification.

1.5 Changes to programs. Locale Terroir may modify the features, pricing, and terms of the programs from time to time. Material changes will be communicated at least 30 days in advance, and you may cancel as described in Section 6 if you do not accept them.

2. Fees and Payment

2.1 Subscription fees. Tier 2 is billed at $10 per month plus a one-time $25 setup fee; Tier 3 is billed at $25 per month. All fees are in U.S. dollars and exclusive of applicable taxes, which you are responsible for paying. 2.2 Automatic renewal. Paid subscriptions are billed monthly in advance and automatically renew each month on the anniversary of your original subscription date, charged to the payment method on file, until you cancel. By subscribing, you authorize Locale Terroir and its payment processor to charge that method each billing period until cancellation. In compliance with the California Automatic Renewal Law, we will disclose the recurring nature of the charge, the amount, and the cancellation process before you complete your initial subscription; send an email acknowledgment after subscription with the subscription terms, cancellation policy, and cancellation instructions; and allow you to cancel online or by email using a method at least as easy as the one used to subscribe. 2.3 Failed payments. If a payment fails, we will attempt to re-charge the method on file and notify you by email; if payment is not collected within 14 days of the original billing date, we may suspend or unpublish your listing until payment is current. 2.4 Price changes. We will provide at least 30 days notice of any price increase to active subscribers by email; if you do not accept the new price, you may cancel before it takes effect.

3. Refund Policy

3.1 First-month refund. For your first subscription to a given tier, you may request a full refund of that first month's fee by emailing hello@localeterroir.com within 7 calendar days of the original subscription date; refunds are processed to the original payment method within 14 business days, available once per tier per Advertiser. Attorney note: confirm treatment of the one-time Tier 2 setup fee under this refund window. 3.2 Subsequent months. After the first-month window, subscription fees are non-refundable; cancelled subscriptions remain active through the end of the current billing period.

4. Content Submission

4.1 By submitting content to Locale Terroir — logos, label or brand artwork, photographs, descriptive text, and any other materials (Submitted Content) — you grant Locale Terroir a non-exclusive, worldwide, royalty-free, sublicensable license to reproduce, display, edit, adapt, and publish it on the Site, in our social media channels, in newsletters, and in promotional materials relating to the Site, for the duration of your subscription and a reasonable archival tail period afterward. 4.2 You warrant that you own or have all rights to the content, that it does not infringe, that it is accurate and not misleading, and that it contains no unlawful or harmful material. 4.3 Editorial discretion: Locale Terroir edits all Submitted Content for tone, clarity, accuracy, and editorial voice; a final draft is shared for factual review; final editorial decisions rest with Locale Terroir. 4.4 Removal: Locale Terroir may edit, withhold, or remove content at any time, with notice where practicable.

5. What Locale Terroir Does Not Guarantee

Subscription does not entitle the Advertiser to any specific ranking, badge, distinction, classification, or editorial recognition; any specific traffic, reservations, sales, or business outcomes; a positive editorial review; geographic, category, or AVA exclusivity; or preferential placement over non-paying listings. Editorial coverage and distinctions are assigned independently of subscription status, by editorial judgment and Advisory Board vote.

6. Cancellation

6.1 Cancel anytime by email or, when available, the account dashboard; no reason required. 6.2 Cancellation takes effect at the end of the current billing period; the listing stays published through that date, then is unpublished, with no further charges. 6.3 Content retention: for up to 90 days after cancellation, Submitted Content may be retained unpublished to facilitate reactivation, then deleted except records legally required to retain. 6.4 Locale Terroir may suspend or terminate and remove a listing at any time, with or without notice, for breach, non-payment, infringing or inaccurate content, or harmful conduct; if terminated other than for your breach, the unused portion of the current period is refunded pro-rata.

7. Non-Exclusivity

This Agreement is non-exclusive. Locale Terroir may list, promote, and feature other businesses, including competitors. The Advertiser may advertise on other platforms.

8. Representations by the Advertiser

By subscribing you represent that you have authority to bind the business; that all information you provide is accurate and current; that the business holds all required licenses, permits, and authorizations (including ABC permits where applicable); and that the business complies with applicable law. Attorney note: many Advertisers are licensed alcohol sellers — review California ABC regulations, tied-house laws, and Rule 106 for restrictions on advertising relationships.

9. Confidentiality

Each party keeps confidential the other's non-public business information disclosed under this Agreement and uses it only to perform the Agreement, for as long as it remains non-public.

10. Disclaimers and Limitation of Liability

The programs and the Site are provided as is. Locale Terroir disclaims all warranties to the fullest extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement. Total aggregate liability will not exceed the total fees paid by the Advertiser in the 12 months preceding the claim. Locale Terroir is not liable for lost profits, revenue, or business, or for indirect, incidental, special, consequential, or punitive damages.

11. Indemnification

The Advertiser will defend, indemnify, and hold harmless Locale Terroir and its owners, employees, contractors, and advisors from claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) Submitted Content, (b) any misrepresentation, (c) breach of this Agreement, or (d) violation of law or third-party rights.

12. Changes to This Agreement

Locale Terroir may update this Agreement; material changes will be communicated by email at least 30 days before they take effect; continued use after that constitutes acceptance. If you do not accept the changes, cancel before they take effect as described in Section 6.

13. Entity Transition

The Site is currently operated as a sole proprietorship by Ana Huson. Upon formation of Locale Terroir LLC, this Agreement and all rights and obligations under it are assigned to the LLC; you consent to that assignment in advance, and active Advertisers will be notified by email when it takes effect.

14. General

14.1 This Agreement is governed by California law, with exclusive venue in the state or federal courts of Sonoma County. 14.2 This Agreement, together with the Terms of Use and Privacy Policy, is the entire agreement. 14.3 Severability: an unenforceable provision is modified minimally, and the rest remains in force. 14.4 No waiver arises from a failure to enforce. 14.5 No partnership, joint venture, employment, or agency relationship is created. 14.6 Notices to Locale Terroir are sent by email to hello@localeterroir.com; notices to the Advertiser are sent to the email on file.

15. Form Acknowledgments

At subscription, the Advertiser checks two boxes: (a) I understand and agree that Locale Terroir edits all submissions for tone, clarity, and editorial voice, and that a final draft is shared for approval before publishing; and (b) I have read and agree to the Advertising & Listing Agreement, the Terms of Use, and the Privacy Policy. Both are required to complete subscription.

Attorney Review Notes

For counsel: confirm the defined terms Advertiser and Submitted Content hold across all four industries; confirm the Section 4 content license covers hotel, transportation, and adventure imagery; confirm the one-time Tier 2 setup fee is properly disclosed under the California Automatic Renewal Law and consumer-protection rules; review ABC tied-house considerations where hotel or transportation Advertisers also hold alcohol licenses. A separate Advisory Board agreement (covering the barter arrangement, published photo and bio consent, conflict-of-interest rule, and independence framing) exists in draft and is held in the legal record; it is not part of this Agreement.