Terms of Service  

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Last Updated: October 5, 2025

Thank you for becoming a member of the Nearlist Community! Please read these Terms of Service carefully. By using the Services, or signing up for an account, you agree to these Terms of Service, which form a legal agreement between you and Nearlist, Inc.

Nearlist provides interactive services (the “Services”) designed to connect individual customers (“Customers”) with local businesses that are registered to use the platform (each a “Business”).

The Services include:

(a) Customer Services – available through the Nearlist App and customer website, allow Customers to explore shopping districts and marketplaces through Shop Pages; discover and connect with Businesses; receive content in personalized feeds; engage with posted Campaigns; browse, clip, and redeem Coupons; view Location Profiles; access Messaging Channels for business support and shopping communities; and build personal directories of favorite places. Customer Services are governed separately by the Nearlist Customer Terms of Service.

(b) Business Services – available through the Business App and business website, allow Businesses and their assigned Business Users to create, publish, and manage Campaigns and Coupons; manage Location Profiles for business locations; operate Shop Pages; access Messaging Channels for teams, customers, associations, and shopping communities; enable Customers to connect and receive their content in feeds; and build directories to facilitate Customer interactions. Business Services are governed by these Terms.

Businesses may include both individual merchants (“Merchants”) and small business groups (“Associations”). Both types of businesses can use the Business Services to manage core features, including Business Locations, Campaigns, Coupons, and Messaging. Associations have expanded capabilities, such as sponsoring Shop Pages that highlight and promote their shopping districts and marketplaces. Subscription Plan options for Merchants and Associations may differ, and are described in Section 10 (Subscription Plans).

These Terms contain a binding arbitration provision and class action waiver (see Section 23). By accepting these Terms, you agree that disputes between you and Nearlist will be resolved by individual arbitration, not in court, and you waive the right to participate in a class action.



1. Services & Definitions

These Terms of Service (“Terms,” including our Privacy Policy) define the terms and conditions under which you’re allowed to use the Business Services and how we’ll treat your account while you’re a Member of the Nearlist Community.


1.1 Business Services

The Business Services consist of the following components (collectively, the “Business Services”):

(a) Site. Our business website at https://business.nearlist.com, including its authenticated portal for account management (the “Business Center”).

(b) App. Our corresponding “Business” mobile application for businesses.

(c) Link Service. Our short link service available at https://nearli.st that links to these Terms.

These Terms apply only to your interactions with, and usage of, all parts of the Business Services.


1.2 Definitions

In these terms:

(a) “Nearlist,” “our,” “us,” or “we,” refer to Nearlist, Inc.

(b) “you,” “your,” “user,” or “member,” refers to persons registered to use the Business Services.

(c) “Nearlist Community,” refers to all registered Customers (meaning individual end users of the Customer Services) and all registered Businesses (meaning individual end users of the Business Services).

(d) “Merchants,” refer to individual storefront businesses or other vendors (including stalls at flea or farmers markets, food trucks, or similar mobile sellers) registered to use the Business Services.

(e) “Associations,” refer to small business groups (including Merchant Groups, Business Improvement Districts, or Market Associations) registered to use the Business Services.

(f) “Subscription Plans,” refer to Free or Paid subscription plans that provide access to specific current or planned features, usage limits, or account management options.

(g) “Nearlist Marks,” refer collectively to the Nearlist logo, the Nearlist for Business logo, and any other brand assets owned by Nearlist, Inc.

(h) “Business Users,” refers to individuals authorized to access a Business Account through assigned roles, including Administrators and Employees.


1.3 Customer Services

For information about our Customer Services please visit: https://www.nearlist.com.



2. Changes

We may change the Business Services or any features of the Business Service at any time. We may change any of the Terms by posting revised Terms of Services on the Site at https://business.nearlist.com/legal/terms and in the App.

When material changes are made to these Terms or our Privacy Policy, you will be prompted to review and accept the updated documents when you next launch the Business App or log in to the Business Center. You may not continue using the Business Services until you agree to the updated Terms and Privacy Policy. The new Terms will be effective immediately once accepted and apply to any continued or new use of Nearlist Business Services.

Nearlist reserves the right to adjust and amend either plan type limits or fair usage limits related to any part of the Services including Shop Pages, Location Profiles, Campaigns, Coupons, Messaging Channels, Connections, or Invitation Emails.

If you have any questions or comments about our Terms of Service, please contact us using our contact form or send us an email at support@nearlist.com.



3. Using the Services

3.1 Account Set-Up

For a Merchant or Association to use the Business Services, an authorized representative of the company or organization must first sign up and create an administrator (“Admin”) Business User account via the business App or Site.

Admins may create Business User accounts for team members (“Employees”) and invite them by email to complete registration using a temporary password. All Business User accounts created by the Admin will be associated with the same Business account. Employees must reset their password, complete their profile, and be assigned to one or more published Business Locations before they can access the Business App or use the Services.

You’re responsible for keeping your account password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.

If you provide Nearlist with a phone number, you represent and warrant that the number is your personal or business mobile number, that you are authorized to provide it, and that it may be used in connection with the Services in accordance with our Privacy Policy.

Access to the Business Services is available through both Free and Paid Subscription Plans, each of which may have different features, usage limits, and pricing, as described in Section 10 (Subscription Plans). Businesses may access account and subscription management functions through the online Business Center. Association accounts may publish and manage Shop Pages, and related functions, after publishing their Location Profile and purchasing a Paid Association Plan.

From time to time, Nearlist may assist Merchants or Associations with the initial setup of their Business accounts and Location Profiles (“Onboarding”). This assistance is provided solely as a convenience and at the request of the Business. Nearlist may create a Business account, including an initial Admin User account, and provide temporary access credentials using the contact information designated by the Business. Such credentials are intended solely for initial Admin access and must be reset by the Business upon first login.

As part of Onboarding, Nearlist may also populate Business accounts with information not directly provided by the Business, including but not limited to logos, artwork, business descriptions, business photos, and staff photos. Such content may be gathered from publicly available sources, such as the Business’s website or social media pages, and is provided only as a starting point. The Business is solely responsible for reviewing, updating, or removing any such content upon first accessing its account.

Once access has been transferred, the Business assumes full responsibility for the accuracy, completeness, and ongoing management of its Business account, Location Profiles, and associated content. Nearlist has no obligation to maintain or update information entered during Onboarding, and shall not be liable for any inaccuracies, omissions, or content provided on the Business’s behalf.

The Business Services include a variety of features and functions available to registered Business Users as described in this section. The availability of these features may vary depending on the Business account type (Merchant or Association), the user role (Admin or Employee), and the applicable Subscription Plan.


3.2 Business Categories

When signing up, Admins must select a Business account type (Merchant or Association) and choose a primary Business Category from Nearlist’s database, specific to their account type (e.g., “Bicycle Shops” for Merchants or “Flea Markets” for Associations).

A secondary category may also be added within the App, which may require a Paid Subscription depending on plan level. Business Categories are applied at the account level and apply to all published Business Locations under that account.

Categories are used to help Customers discover Businesses through in-app search, Shop Page filtering, and external search engines.


3.3 Published Locations

Businesses can configure and publish one or more Location Profiles so that they become available in Customer and Business Apps, in Nearlist system emails (such as digest emails), and on www.nearlist.com as individual Location Profile pages that may also display relevant nearby Nearlist content.

Location Profile content is solely provided by Business Users and may include business name, logo, address, telephone number, hours of operation, team profiles, photographs, a brief description, a website URL if available, a map of the business location, and an Actions section.

The Actions section may include:

(a) Business-provided links – such as links to the Business’s own website or third-party services (e.g., Place Online Order or Make Reservation).

(b) Association directories – for Association accounts, a Browse Members link that opens a directory of member Businesses added by the Association Admin, with each entry linking to the member’s Location Profile page.

(c) Multi-location directories – if a Business has more than one published Location Profile, a See Other Locations link that opens a directory of all published Locations with links to each profile page.

Each Location Profile also displays a connection status button provided by Nearlist (e.g., Connect, Connected, Respond, or Pending), which allows Customers to take actions related to their connection status with any Business location that is published to the Nearlist Community. Registered Customers can search all available Location Profiles using the Nearlist App, and may initiate in-app Connection Requests.

Each Location Profile includes a What’s New feed section displaying all Campaigns posted to that Location. A Get Coupons button opens a page showing all Coupons available at that Location, including clipped Coupons to enable easy redemption directly from the profile page.

When new Location Profiles are published, Connection Requests may be automatically sent to nearby users of the Nearlist App based on the Business Location’s ZIP code in relation to Customer account ZIP codes, depending on the Business’s account-level “Growth Settings” managed by the Admin.

Location Profile information may also be supplemented through Nearlist’s Find Address feature, which uses Google Maps Platform services to help populate address, phone, and website fields, and present maps. Use of this feature is subject to the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.

Location Profiles and related content may also be displayed in Shop Page Directories and featured in Digest Emails, at the discretion of the sponsoring Association or Nearlist. Location Profiles also provide Customer and Business Users with features and widgets to easily share them on social media platforms, email, and messaging.


3.4 Removed Locations

If a Location Profile is removed by a Business, the profile page and any related Campaigns and active Coupons (whether clipped or unclipped) will no longer be visible in the Apps and on the Site, and all such Coupons will be cancelled and non-redeemable. Redeemed Coupons will continue to appear in the Customer’s Recent History as part of their account record.

Removed Locations will no longer appear in Customers’ Directories, and any related connection request information will no longer be visible in the Apps or on the Site. The associated www.nearlist.com page will indicate that the content is no longer available.

Any related Campaigns will no longer be displayed in Customers’ feeds or saved items, and the associated www.nearlist.com Campaign page will indicate that the content is unavailable, though cached versions may temporarily remain accessible on www.nearlist.com, on third-party platforms such as social media where the content was previously shared, and in previews or full versions already distributed through Nearlist system emails (e.g., digest emails), which cannot be recalled. Campaigns from the removed Location will also no longer appear in the Local Feed of the Business App.

If a Location Profile is included in a Shop Page Directory or related digest emails, it will also be removed from those features if the Location Profile is removed by the Merchant account Admin or by Nearlist. Associations sponsoring Shop Pages may also remove Location Profiles from their Directories at their discretion.

All Messaging Channels and related Messages tied to the removed Location will also be deleted. This includes Customer Support Messages with Customers, Business Support Messages with other Businesses, Association Messages with members, and Shop Page Messages with member Businesses of the sponsoring Association and Customers connected with one or more of those member Businesses.

Customer Notes created by Business Users assigned to the removed Location will also be deleted, unless the Customer is connected to other Locations published by the Business.


3.5 Assigned Users

Businesses can assign multiple Business Users to each of their published Location Profiles, and the same Business User may be assigned to multiple Locations. The Admin is automatically assigned to every published Location and counts toward the total number of Business Users that can be assigned.

Until an Employee is assigned to one or more published Locations, they cannot access the Business Services. Employees may be removed from their assigned Locations at any time, but their accounts can only be deleted if they are not assigned to any Locations.

The total number of Business User accounts that can be created for each location vary by Free or Paid Subscription Plan.


3.6 Customer Connections

Businesses and Customers establish connections on Nearlist in order to interact through Campaigns, Coupons, Shop Pages, and other features of the Service. Connections may be created by accepting a Connection Request or through automated processes enabled by Nearlist.

To support local audience-building, Business Admins may configure certain account-level features (“Growth Settings”) during onboarding and at any time thereafter. Growth Settings are provided to streamline and automate how connections are initiated and accepted. The default configuration for these features is “ON,” but Admins may toggle them to “OFF” in the App at any time.

(a) Auto Connect. When enabled, (i) Customers near newly published Business Locations automatically receive invitations to connect based on Business Location ZIP code radius in relation to Customer account ZIP codes; and (ii) newly registered Customers automatically receive invitations to connect from nearby Business Locations using the same matching criteria.

(b) Auto Accept. When enabled, invitations sent to a Business are automatically accepted without requiring a Business User to manually review or approve them.

Connections and pending Connection Requests are managed through the Connections tab in each App (the “Directory”). For Customers, the Directory displays their active and pending connections with Businesses. For Businesses, the Directory displays Customer Connections and Requests organized by published Business Location.

The total number of Customer Connections permitted is determined by the Business’s Free or Paid Subscription Plan and may also be subject to fair usage limits established by Nearlist. Nearlist reserves the right to update or change Connection limits at any time to adjust subscription limits, guard against abuse, and protect system performance.

Connections may be removed at any time by either the Customer or the Business. When a connection is removed, related Campaigns will no longer appear in the Customer’s feed or saved items, and associated Customer Notes may be deleted, except where the Customer remains connected to the Business through other published Locations or related accounts.

Support Messaging Channels are available to Customers and Business Users regardless of connection status, and are subject to separate terms described in the “Messaging Channels” sub-section. Coupons clipped by Customers remain valid until their expiration date, unless removed by the Business, even if a connection with the Business is later removed.


3.7 Customer Notes

Business Users can create Customer Notes for any Customer connected to their assigned locations. All Customer Notes are visible to all Business Users assigned to each location, but Employees can only edit and delete notes that they created. The Admin can delete any Customer Note, but cannot edit Customer Notes created by Employees.

If a Customer is connected to multiple business locations then team members at all of those locations can see all of the Customer Notes created for that customer. If a Business User is removed from an assigned location, any notes created by them for Customers connected to that location will be retained so other Business Users can view them. If a Customer connection is removed, Customer Notes created by Business Users assigned to the impacted location will be deleted, unless the customer is also connected to other locations published by the Business.

You are solely responsible for maintaining independent archival and backup copies of any Customer Note content that you wish to keep and you acknowledge that the functionality provided by the Service is not an archive and Nearlist shall have no liability to you or any other person for loss, damage, or destruction to any Customer Note content. The total number of Customer Notes that can be created in any given period are subject to fair usage limits that Nearlist can update at any time to guard against abuse and protect system performance.

Customer Notes may not be available in all versions of the Business Services.


3.8 Campaign Engine

The Campaign Engine (referred to as the “Campaigns” tab in the Business App) allows Business Users to create and publish marketing and promotional content (“Campaigns”) so that they become available in Customer and Business Apps, in Nearlist system emails (such as digest emails), and on www.nearlist.com as individual Campaign pages that may also display relevant nearby Nearlist content.

(a) Creating and Publishing Campaigns

In the Customer App, Campaigns may appear in the What’s New feed in the What’s New tab and in the What’s New feed section of individual Location Profiles. In the Business App, Campaigns may appear in the Local Feed in the Campaigns tab which allows Business Users to view Campaigns published by other Businesses within a defined geographic radius.

Connecting with a Business Location provides Customer Users with an opt-in mechanic that ensures they will receive Campaigns published to that Business Location in their App. Nearlist may also recommend Campaigns to Customer Users based on such information as their city, provided interest areas (such as Campaign Types and Neighborhoods), and browsing history.

In addition, Campaigns may also be displayed on Shop Pages, or included in related digest emails and printed materials such as neighborhood flyers. Campaigns also provide Customer and Business Users with features and widgets to easily share them on other third-party social media, email, and messaging platforms.

Campaigns may be published to a single Location or to multiple Locations, as determined by the Business User. Campaigns cannot be created, scheduled, or published unless at least one Business Location has been published. Some Campaigns may only be made available to certain individual Customers, or groups of Customers, in order to provide more personalized news and promotions.

(b) Campaign Editing and Removal

Business Users may edit or delete Campaigns before they are published. Once published, Campaigns are subject to limited editing:

(i) Scheduled Campaigns can be fully edited before publishing. The Service may prompt Business Users to confirm their decision before publishing without completing certain fields.

(ii) Posted Campaigns may only allow changes to images, description copy, and action button fields. If further changes are required, the Campaign must be removed and replaced with a new Campaign.

Minimum description character limits apply when creating or editing a Campaign. These limits are enforced by the Service and are intended to increase search visibility, enhance notifications, and boost engagement.

Administrators may schedule, publish, edit, and remove any Campaign, including those directed to multiple Locations. Employee Users may be limited to scheduling, publishing, editing or managing Campaigns only for the Locations to which they are assigned, and may only edit or remove their own Campaigns. Nearlist reserves the right to enforce additional limitations on scheduling, publishing, editing, and removing functionality at any time.

If a Campaign is removed by the Business or Nearlist:

(i) It will no longer appear in Customer feeds, Saved Items, Location Profiles, Shop Pages, or new Nearlist system emails (e.g., digest emails).

(ii) Any public version will indicate that the content is unavailable, though cached versions may temporarily remain accessible on www.nearlist.com or on third-party platforms such as social media where the content was previously shared, and previews or full versions already distributed through Nearlist system emails (e.g., digest emails) cannot be recalled.

(c) Campaign Creation Tools

Campaign Engine creation tools are provided, including Campaign Themes, Image Layouts, and call-to-action buttons (e.g., Order Now or Reserve Now) with associated Business website pages or third-party service URLs. Campaigns may also allow Customer and Business Users to send a message to the Business Location directly from the Campaign within either App.

These tools are designed to guide content creation, support clarity and consistency, improve presentation quality across Customer feeds, and enhance overall interactivity for both Customer and Business Users. Call-to-action buttons may be added, edited, or removed after a Campaign has been scheduled or posted. Nearlist may update, expand, or remove creation tools at its discretion, and their availability may vary by Free or Paid Plan Subscription.

(d) Campaign Availability and History

In the Business App, the Your Posts segment of the Campaigns tab displays the Business’s most recently scheduled and posted Campaigns to provide a quick snapshot of all activity. The All Campaigns page provides a history of posted and removed Campaigns for a period of time determined by Nearlist to be reasonable and appropriate for the Business Services.

Nearlist may, but is not obligated to, retain Campaign text, images, and related content (“Campaign Content”) for a period of time after publishing. The Service is not intended as an archive, and Businesses are solely responsible for maintaining their own copies of Campaign Content. Nearlist shall have no liability for any loss, deletion, or failure to retain Campaign Content.

The number of Campaigns that may be created, scheduled, or published under an account is subject to usage limitations established by Nearlist. These limits may vary by Free or Paid Plan Subscription and may also be adjusted by Nearlist at any time to modify subscription entitlements, guard against abuse, or protect system performance.


3.9 Coupon Engine

The Coupon Engine (referred to as the “Coupons” tab in the Business App) allows Business Users to create and publish special offers (“Coupons”) so that they become available in Customer and Business Apps, in Nearlist system emails (such as digest emails), and on www.nearlist.com as individual Coupon pages that may also display relevant nearby Nearlist content.

(a) Creating and Publishing Coupons

In the Customer App, available Coupons may appear in the Browse section feed of the Coupons tab, and in the Get Coupons feed section of individual Location Profiles. Clipped Coupons that are available for redemption, or scheduled to begin soon, are displayed in the My Coupons section of the Coupons tab.

In the Business App, the Coupons tab displays the Business’s current Live Offers, Last Ended offers, and Recently Removed offers to provide a quick snapshot of all activity. The Recent History section of the Coupons tab (in the Customer App) provides a record of previously Clipped Coupons, including those Redeemed or Expired without being Redeemed, for a period of time determined by Nearlist to be reasonable and appropriate for Customers.

Connecting with a Business Location provides Customer Users with an opt-in mechanic that ensures they will receive Coupons published to that Business Location in their App. Nearlist may also recommend Coupons to Customer Users based on such information as their city, provided interest areas (such as Coupon Types and Neighborhoods), and browsing history.

In addition, Coupons may also be displayed on Shop Pages, or included in related digest emails and printed materials such as neighborhood flyers. Coupons also provide Customer and Business Users with features and widgets to easily share them on other third-party social media, email, and messaging platforms. Coupons may be shared as links or previews, but can only be clipped and redeemed within the Nearlist Customer App. Shared screenshots, prints, or other reproductions are not valid.

Coupons may be published to a single Location or to multiple Locations, as determined by the Business User. Coupons cannot be created or published unless at least one Business Location has been published. Some Coupons may only be made available to certain individual Customers, or groups of Customers, in order to provide more personalized offers.

Businesses must specify both a start date and an expiration date for each Coupon, which together define its validity period. Coupons may be clipped as soon as they are published, but cannot be redeemed until the validity period begins. Nearlist may impose limits on validity periods, description length, and other parameters, which may be updated from time to time at Nearlist’s discretion. Dates and times are set according to the time zones of each Location for which a Coupon will be available.

(b) Coupon Types and Tools

Coupon Engine creation tools are provided, including Coupon Types and Incentive Types, which Business Users select to guide offer creation. These features are designed to support clarity, consistency, and presentation quality across Customer feeds. Nearlist may update, expand, or remove such tools at its discretion, and their availability may vary by Free or Paid Plan Subscription.

Nearlist may also provide suggested templates for Coupon terms (“Rules and Exclusions”), which may include:

(i) General protections such as “Coupon must be presented in-store” or “Not valid for cash or credit.”

(ii) Incentive-specific rules suggested based on Coupon Type and Incentive Type (e.g., “Free or discounted item must be the same or lower price” for Buy One Get One).

(iii) Custom terms entered by the Business, such as day/time restrictions (“Available on Wednesdays”) or product limitations (“Valid only for lunch menu items”).

Businesses are encouraged to include Rules and Exclusions with each Coupon, and the Service may prompt Businesses to confirm their decision before publishing without them. Nearlist provides suggested terms only as a convenience. Businesses are solely responsible for reviewing, modifying, and supplementing these terms to ensure accuracy, completeness, and compliance with applicable laws and regulations.

The Service may provide prompts or suggested practices, such as reminders to add Rules & Exclusions or to set Clip Limits, to assist Businesses when publishing Coupons. These prompts are provided solely as a convenience. Businesses remain solely responsible for ensuring the accuracy, legality, and sufficiency of all Coupon Content, including any terms, conditions, or limitations they choose to apply.

(c) Coupon Clipping, Redemption, and Removal

Coupons may be clipped and redeemed by Customer Users according to the following rules:

(i) Customers may clip Coupons once they are published and available in the App.

(ii) Clipping may occur before the start date/time, but redemption is only possible during the validity period.

(iii) Businesses may set optional Clip Limits, which restrict the number of Coupons that may be clipped and are applied on a per-Location basis. Businesses are encouraged to include clip limits with each Coupon.

(iv) Customers must clip a Coupon separately for each Business Location where it has been published, and may then redeem the clipped Coupon at the corresponding Business Location. If the same Coupon is published across multiple Business Locations, Customers must clip and redeem it at each Business Location individually.

(v) All Coupons can only be redeemed in-store through the Nearlist Customer App. Customers must present the “Redeem Now” screen to staff for confirmation.

(vi) Coupons clipped by Customers remain valid until their expiration date/time, unless removed by the Business.

(vii) Redemption is also subject to any Rules & Exclusions added by the Business.

(viii) Businesses are encouraged to add such additional terms to each Coupon.

Published Coupons cannot be edited. If an update is needed, the Coupon must be removed and replaced with a new one.

(ix) Administrators may publish and remove any Coupon, including those directed to multiple Locations.

(x) Employee Users may be limited to publishing and removing Coupons only for the Locations to which they are assigned.

(xi) Nearlist reserves the right to enforce additional limitations on publishing and removal functionality at any time.

(d) Coupon Removal

If a Coupon is removed by either the Business that published it or Nearlist the offer is effectively cancelled:

(i) It will no longer be available for clipping.

(ii) Any previously clipped instances become inactive and non-redeemable.

(iii) Removed Coupons will no longer appear in App feeds or clipped lists, and any public version will indicate that the content is unavailable, though cached versions may temporarily remain accessible on www.nearlist.com or on third-party platforms such as social media where the content was previously shared, and previews or full versions already distributed through Nearlist system emails (e.g., digest emails) cannot be recalled.

(e) Coupon Availability and History

The display and historical availability of Coupons is managed as follows:

(i) Coupons do not appear in App feeds once Clipped, Expired, or Removed.

(ii) Fully Clipped Coupons remain visible in App feeds, Shop Pages, and via their individual www.nearlist.com Coupon pages until they are Expired or Removed.

(iii) Expired Coupons remain visible via their individual www.nearlist.com Coupon pages to preserve continuity when shared via social media, messaging, or other channels.

(iv) The My Coupons section of the Coupons tab (in the Customer App) may continue to display recently Expired or Removed Coupons for a limited period of time, determined by Nearlist to be reasonable and appropriate, as a convenience to Customers.

(v) The Recent History section of the Coupons tab (in the Customer App) provides a record of previously Clipped Coupons, including those Redeemed or Expired without being Redeemed, for a period of time determined by Nearlist to be reasonable and appropriate for Customers

Nearlist may, but is not obligated to, retain Coupon text, images, and related content (“Coupon Content”) for a period of time after publishing. The Service is not intended as an archive, and Businesses are solely responsible for maintaining their own copies of Coupon Content. Nearlist shall have no liability for any loss, deletion, or failure to retain Coupon Content.

The number of Coupons that may be created, published, or redeemed under an account is subject to usage limitations established by Nearlist. These limits may vary by Free or Paid Plan Subscription and may also be adjusted by Nearlist at any time to modify subscription entitlements, guard against abuse, or protect system performance.

(f) Coupon Validity and Restrictions

All Coupons made available to Customers through the Service are promotional in nature and have no cash value. Coupons are offered directly by the Business publishing the Coupon, not by Nearlist, and may only be redeemed for the goods or services designated by that Business. The Business, not Nearlist, is solely responsible for redeeming any non-expired Coupons legitimately clipped by Customers. Nearlist shall have no liability if a Business refuses or fails to honor any Coupon. A Customer’s sole recourse in such cases will be against the Business, not Nearlist.

Any attempt to redeem a Coupon that is not consistent with the additional terms and conditions below, or with restrictions imposed by the Business or Nearlist, will render the Coupon void:

(i) Coupons are nontransferable.

(ii) Reproduction or sale of any Coupon is prohibited.

(iii) Coupons may not be redeemed for cash or converted into any other medium of exchange.

(iv) Coupons may not be combined with any other coupons, rewards, offers, promotions, vouchers, or third-party certificates unless expressly authorized by the Business.

(v) Redemption frequency and eligibility may vary by Coupon Type and may be limited by Nearlist at its discretion.

(vi) Use of Coupons relating to alcoholic beverages, tobacco products, cannabis or other regulated substances, or any goods or services subject to special legal restrictions, is at the sole discretion of the Business and subject to compliance with applicable law.

(vii) Use of Coupons relating to medical, dental, or similar professional services is at the sole discretion of the Business and subject to compliance with applicable law.

(viii) Coupons obtained through fake or duplicate Nearlist accounts are prohibited and may result in account suspension.

(ix) Coupons are void to the extent prohibited by law.

(x) Coupons may not be used in connection with any illegal, unlawful, or prohibited activity, including but not limited to prostitution, human trafficking, drug distribution, money laundering, or any form of fraud, exploitation, or criminal enterprise. Nearlist reserves the right to investigate suspected misuse and take appropriate action, which may include suspension or termination of accounts and reporting to law enforcement authorities.

If a Business terminates its participation in the Business Services, or if Nearlist terminates a Business account, all outstanding Coupons associated with that account will immediately become null and void and will not be redeemable for any good, service, or other value.


3.10 Shop Pages

Associations can configure and publish one or more Shop Pages so that they become available in Customer and Business Apps, in Nearlist system emails (such as digest emails), and on www.nearlist.com as individual Shop Pages that may also display relevant nearby Nearlist content.

 

(a) Main Components

Shop Pages help Associations market their shopping districts and marketplaces by aggregating their member (Merchant) and sponsoring Association content into a single automated webpage that can be easily browsed and shared on other third-party social media, email, and messaging platforms. Content may also be aggregated into other formats, such as system emails or printed materials, to expand exposure and reach.

 

(b) Content Aggregation

Each Shop Page generally includes three main sections: a “What’s New” section for member Campaigns, a “Coupons” section for member offers, and a “Directory” section showing participating member Businesses. Content previews in these sections link to the underlying Campaign, Coupon, or Location Profile pages, and may also be highlighted in sections featuring nearby, new, or trending content.

 

(c) Messaging Channels

Shop Pages may also include a community Messaging Channel feature. These Messaging Channels are available in the Nearlist App to Customer Users who are connected to one or more of the participating Business Locations, and in the Business App to all Business Users assigned to participating Business Locations. Public web versions of Shop Pages may display these Messaging Channels in a view-only format.

(d) Discovery

Shop Pages are also discoverable through a directory of nearby Shop Pages, designed to help Customers browse and explore local shopping areas and marketplaces in and around different cities via the App and online.

(e) Association Sponsorship

Association accounts with a Paid Association Plan may sponsor and administer Shop Pages, including publishing and maintaining content, adding member Businesses to the Directory, and managing participation in the associated Messaging Channel. Merchant accounts may have their content (Campaigns, Coupons, and Location Profiles) included in Shop Pages tied to their Location when the Association adds them to its Member Directory. Assigned Business Users may also participate in Shop Page Messages when their Location is part of a Member Directory. Any single Business Location may be added to any number of Shop Pages. Associations other than the sponsoring Association cannot be added.

(f) Add-On Features

Nearlist may also provide additional Shop Page add-on features such as periodic digest emails, or other promotional formats such as printed flyers for multi-channel marketing. These add-on features may be subject to additional or tiered fees based on usage, by volume and/or frequency.

(g) Removal and Account Deletion

If a Shop Page is removed by an Association, or if the Association account itself is deleted, the Shop Page will no longer be visible in the Apps or on the Site. The related Messaging Channel will be deleted from users’ Apps, and any related digest emails or other promotional delivery methods may be discontinued. Nearlist may, at its discretion, maintain the Shop Page in a limited or read-only form, remove administrative access, or unpublish the Shop Page, while preserving associated content for a reasonable period of time. Content published by member Businesses (such as Location Profiles, Campaigns, or Coupons) may continue to be updated and displayed in the Shop Page unless those member Businesses remove or delete the content from their own accounts.

(h) Modifications

The scope, design, pricing, and availability of Shop Pages and related features may be modified, expanded, or discontinued at Nearlist’s discretion.


3.11 Local Feed

The Business App includes a “Local Feed” segment in the Campaigns tab that enables Business Users to view Campaigns Posted by other Businesses within a defined geographic radius. Access to the Local Feed is not based on Customer connections. For Businesses with multiple published Location Profiles, the Local Feed reflects Posts near each Location Profile.

 

The Local Feed is intended to provide visibility into local marketing activity and may also support community-building among Businesses. Nearlist may expand or modify the Local Feed at its discretion, to add features which may include marketing intelligence tools, networking opportunities, Business-to-Business services, or relevant third-party advertising content. Certain Local Feed features may be offered only with a Paid Subscription Plan, and Nearlist reserves the right to modify, limit, or discontinue access to Local Feed functionality at its discretion.

3.12 Messaging Channels

Nearlist provides a range of Messaging Channel types (“Messaging Channels”) to Customers and Business Users. All Messages exchanged within these Channels are group-based by design and are not private one-to-one communications. Access to Messaging Channels is tied to each user’s profile information and is subject to these Terms, including provisions relating to Submitted Content. Certain Messaging Channel types or features may require a Free or Paid Subscription Plan and may also be subject to fair usage limits that Nearlist may update at any time to guard against abuse and protect system performance.

Nearlist provides two kinds of private support Messaging Channels for one-to-many communication:

(a) Customer Support (“C2B”) Channels allow any individual Customer to message all Business Users assigned to a published Business Location, using the Nearlist Customer App. A Channel is created when the Customer sends the first message to that Location. Newly assigned Business Users can view existing Customer Support Channels for their Locations and will join a Channel automatically when they send their first message within it.

(b) Business Support (“B2B”) Channels allow any individual Business User to message all Business Users assigned to another published Business Location, using the Business App. A Channel is created when the first message is sent. Newly assigned Business Users can view existing B2B Channels for their Locations and will join automatically when they send their first message within them.

Nearlist provides two kinds of private community Messaging Channels for group conversations among Businesses.

(a) Team Channels allow all Business Users assigned to a Location to message each other within the Business App. These Channels are automatically created when: (i) a Location is published with two or more assigned Business Users (Admin and Employee(s)), or (ii) when an Employee is first assigned to an existing Location that does not yet have a Team Channel. New assignees are automatically added.

(b) Association Channels allow all Business Users assigned to Locations that are members of a sponsoring Association to message each other within the Business App. Association Channels are created when Locations are published, but are not visible until the Association Admin adds the first member to its Directory. Admins are automatically added, while Employee Users must manually join by tapping “Join” or by sending a first message. Association Channels can be discovered in the Business App under the “Explore Groups” page in the Messages tab.

Nearlist provides public neighborhood Messaging Channels for Shop Pages that enable community conversations involving Customers and Businesses:

(a) Shop Page Channels allow for Customer and Business Users associated with a Shop Page to message with each other. These Channels are available in the Customer and Business Apps and are also displayed in a read-only format on the publicly accessible Shop Page web pages. Customer Users may access a Shop Page Channel only if they are connected to one or more Businesses that are members of the Shop Page. Business Users may access a Shop Page Channel only if they are assigned to a Location that is a member of the Shop Page. Customer Users and Employee Users must manually join by tapping “Join” or sending a first message, while Admins and Association accounts may be added automatically when the Channel is created. Shop Page Channels can be discovered in both the Customer and Business Apps under the “Explore Groups” page in the Messages tab.

It is Nearlist’s standard practice to use reasonable efforts to retain transcripts and uploaded files (images, videos, or other media) for Messaging Channels (“Message Content”) for a period of twelve (12) months after the date of the last Message. Nearlist reserves the right to retain Message Content longer or delete it earlier at its discretion.

If a Merchant’s or Association’s published Location Profile is removed, all Customer Support Channels, Business Support Channels, and Team Channels tied to that Location will be deleted. If an Association’s published Location Profile is removed, its Association Channel and any Shop Page Channels sponsored through that Association will also be deleted.

Removal of a Customer connection, or a Business User, from an assigned Location will likewise result in the immediate deletion of related Message Content, except as otherwise provided in Customer Support, Business Support, Team, Association, and Shop Page Channels described above.

By agreeing to these Terms, you expressly consent to receiving Messages, which may come from Customers, Business Users, and/or Nearlist. You warrant and represent to Nearlist that you are either the account owner or have the authority of the account owner of any mobile device on which you access the App and engage in Messaging. You also understand that you may elect not to engage in Messaging at any time. You acknowledge that Nearlist Messages are in-app communications, not SMS or autodialed calls, and cannot be received outside the App.

Administrators of a Business Account may remove messages or attachments (including photos, videos, or files) posted by their Business Users or by Customer Users within the Business’s public or private Messaging Channels. Administrators may also restrict or remove Business User access to Messaging Channels at their discretion.

3.13 Content Sharing

The Site, App, and certain Nearlist system emails (e.g., digest emails) include features and widgets that allow you to share Nearlist marketing material, Location Profiles, Campaigns, Coupons, and Shop Pages (collectively, “Shared Content”) with others via social, email, and messaging platforms. A unique https://nearli.st redirect URL will be included for each shared Location Profile, Campaign, Coupon, or Shop Page so this Nearlist content can be viewed by anyone on a mobile or desktop web browser via www.nearlist.com.

You agree that this functionality is provided only as an automated conveyance system and that you are the sole sender of any Shared Content. All Shared Content is sent in your name, and you are solely responsible for the Shared Content you send, including any comments you choose to add.

Sharing such content does not grant any license or rights beyond personal viewing, and you may not distribute Shared Content in any misleading, unlawful, defamatory, or infringing manner, or modify it in a way that misrepresents its origin or context. Nearlist reserves the right to modify, disable, or remove Shared Content or associated links at any time for any reason, including but not limited to violations of these Terms or applicable laws. Nearlist disclaims all liability for how Shared Content is used or interpreted outside of the Nearlist platform.

When a Location Profile, Campaign, or Coupon is removed by a Business, the associated www.nearlist.com page will indicate that the content is no longer available. In the case of Shop Pages, Nearlist may unpublish or restrict visibility under Section 3.10 (Shop Pages).

Cached or previously distributed versions of Nearlist content (including in Nearlist system emails, or on third-party platforms) may remain temporarily accessible outside Nearlist’s control.


3.14 Customer Contacts

Nearlist may collect names and/or email addresses of customer “Contacts” provided by registered Business Users to facilitate invitations to connect with your Business location(s) on Nearlist. Nearlist will attempt to send a one-time invitation email, on your behalf, to each Customer contact email you provide. An email invitation will not be sent if the Contact email is already associated with a Nearlist Customer Account, the Business User’s assigned location has already sent an invitation to the provided Contact email, or the provided Contact email has been unsubscribed from receiving invitations to connect from the Business. If a provided Contact email matches the email of a registered Customer Account, an “in-app” Connection Request will be sent instead of an email invitation. The number of Customer Contacts that may be uploaded for each Location is determined by your Free or Paid Subscription Plan, and may also be subject to fair usage limits that Nearlist can update at any time to guard against abuse and protect system performance.


3.15 Account Management

The General tab in the Business App allows all Business Users to update their profile information, manage settings (including notification preferences), review FAQs, and send messages to the Nearlist Support team. For Admins of Merchant and Association accounts, the General tab includes additional functionality for managing the Business Profile, Location Profiles, Business User accounts, Growth Settings, and Business account deletions (subject to Nearlist’s data retention policies described in these Terms). Admins of Association accounts have additional functionality for managing Association Members, Association Messaging Channels, and Shop Pages. Admins may also access the Business Center to manage their Subscription Plans, renewal settings, and billing information. Certain account management features may vary depending on the Business’s Subscription Plan.

4. Eligibility 

In order to use our Business Services, all Business Users must:

(a) Be at least eighteen (18) years old and able to enter into contracts;

(b) Be authorized by their company or organization to provide marketing, sales, and support services to their customers or members;

(c) Complete the registration (“Sign Up”) process;

(d) Agree to the Terms; and

(e) Provide true, complete, and up to date account information.

By using Nearlist Business Services, you represent and warrant that you meet all of the requirements listed above, and that you won’t use Nearlist in a way that violates any laws or regulations. Nearlist may refuse service, close accounts of any users, and change eligibility requirements at any time.

5. Term

The Term begins when you sign up for our Business Services and continues for as long as you use them. If you are an Administrator, you accept these Terms of Service and our Privacy Policy on behalf of your business when you complete the Admin sign-up pages, including creating a Business Account, creating your Business User Profile, creating your Business Profile, and launching the Business App after confirming your preferred Growth Settings. By doing so, you represent and warrant that you have the authority to bind your business to this agreement.

If you are an Employee, you accept these Terms of Service and our Privacy Policy as a Business User when you complete the Employee sign-up flow, including setting a new password for your Business User Account and creating your Business User Profile. Your use of the Business Services is subject to your business’s overall agreement with Nearlist, Inc., and you agree to comply with these Terms as part of that business relationship. Businesses are solely responsible for any actions or omissions of their invited Business Users, including Administrators, Employees, contractors, consultants, or family members granted access to the Business Services. Your access to certain Business Services may require that your business assign you to one or more published locations, or to other roles designated within the Business Account.

Businesses are solely responsible for all Employee Users or other individuals they invite to access the Business Services on their behalf, whether or not such individuals are formal employees. Any disputes, obligations, or relationships between a Business and its invited users (including employees, contractors, family members, or other representatives) are strictly between the Business and such individuals. Nearlist has no responsibility or liability for any claims, losses, or damages arising from or relating to such relationships or disputes.

6. Deleting Business and User Accounts

Business accounts may be deleted in one of two ways: (1) through voluntary deactivation and deletion initiated by the Administrator; or (2) through suspension initiated by Nearlist for violation of these Terms or for safety, security, fraud prevention, legal compliance, or system integrity reasons, with deletion occurring either at the written request of the Administrator during the suspension period or automatically if the suspension remains unresolved for twenty-four (24) months, subject to any extension required under legal hold, investigation, or other lawful obligation.

(a) Account Deactivation and Suspension

The Administrator of a Business Account is the only user who has the authority to initiate deactivation through the App, with the intent to permanently delete the account and all associated Business User (Administrators and Employees) accounts. Once deactivated, all of your public business and Business User account information will no longer be visible on the Apps or www.nearlist.com.

During the initial 30-day deactivation period, the Administrator may log in to restore the Business Account and associated Business User accounts. After Day 30, login access will be blocked. From Day 31 through Day 60, the Administrator may request reactivation through Support. If the Administrator logs in and reactivates the account during the first 30 days, or requests reactivation through Support between Day 31 and Day 60, the deactivation process may be halted and the Business Account and associated Business User accounts restored. After Day 60, the account cannot be restored and will remain locked. Unless reactivation has occurred, the account will be permanently deleted or irreversibly anonymized by Day 90, while retaining certain limited information in anonymized, aggregated, or operational form as necessary for security, fraud prevention, legal compliance, or system integrity.

Only the Administrator may permanently delete an Employee User account at any time through the App. Once deleted, an Employee account cannot be reactivated, and the user will lose access to the Business Services. Assigned Employee Users will remain linked to any assigned locations during any 30-day Business Account deactivation but will not be able to log in to their account during that period.

Nearlist may also suspend an individual Business User account (other than the Administrator) for violation of these Terms or for safety, security, fraud prevention, legal compliance, or system integrity reasons. Suspended Business User accounts cannot be accessed during the suspension period and will be permanently deleted or irreversibly anonymized either upon written request of the Administrator or automatically if the suspension remains unresolved for twenty-four (24) months, subject to any extension required under legal hold, investigation, or other lawful obligation.

Nearlist may suspend a Business Account (and associated Business User accounts) for violation of these Terms or for safety, security, fraud prevention, legal compliance, or system integrity reasons. Suspended accounts cannot be accessed during the suspension period and will be permanently deleted or irreversibly anonymized either at the written request of the Administrator during the suspension period or automatically if the suspension remains unresolved for twenty-four (24) months, subject to any extension required under legal hold, investigation, or other lawful obligation.

Once deletion occurs (whether through Administrator action or following an unresolved suspension), the Business Account and associated Business User accounts will no longer exist in our systems and cannot be reactivated.

(b) Permanent Deletion

(i) Business Users. All associated Admin and Employee accounts and related profile information will no longer exist in our systems, and access to the Business Services will be terminated.

(ii) Messaging. Messaging Channels tied to the deleted Business Account (Customer Support, Business Support, Team, Association, and Shop Page Channels) will be removed.

(iii) Customer Connections and Directories. All Customer Connections to the deleted Locations will be removed, and associated entries will disappear from Customer Directories.

(iv) Subscriptions. Any active Free or Paid Plan Subscriptions associated with the account will be terminated. Details on subscription cancellations and refunds are set forth in Section 10 (Subscription Plans).

Deletion under this Section will be carried out as required by applicable laws, while retaining certain limited information in anonymized, aggregated, or operational form as necessary for security, fraud prevention, legal compliance, or system integrity.

(c) Anonymized or Aggregated Retention

(i) Shop Pages. For Association accounts, all sponsored Shop Pages, Directories, and related Messaging Channels will be removed. Nearlist may retain anonymized or aggregated data relating to Shop Page activity, including categories, structure, and content, without identifying the Business or Business Users, to support analytics, system integrity, and lawful record-keeping.

(ii) Location Profiles. All published and unpublished Locations under the account will be removed, including associated Customer Notes and Messaging Channels tied to those Locations. Nearlist may retain anonymized or aggregated elements of Location Profiles, such as descriptions, categories, types, and images, but not Business or Business User identifiers, to support analytics, system integrity, lawful record-keeping, or as required by applicable laws.

(iii) Campaigns and Coupons. All active Campaigns and Coupons will be removed and become unavailable for Customers to view, clip, or redeem. The Recent History section of the Coupons tab (in the Customer App) provides a record of previously Clipped Coupons, including those Redeemed or Expired without being Redeemed, for a period of time determined by Nearlist to be reasonable and appropriate for Customers. Nearlist may also retain anonymized or aggregated elements such as descriptions, categories, types, and images, but not Business or Business User identifiers, to support analytics, system integrity, lawful record-keeping, or as required by applicable laws.

(d) Operational Data Retention

(i) Operational Data. Nearlist may retain limited operational data associated with deleted accounts, such as identifiers needed to support lawful record-keeping, payment history, fraud prevention, or system integrity. Such data will not be actively served within the Services but may be preserved in a restricted manner as necessary to protect Nearlist and its users, or as required by applicable laws.

(e) Temporary Retention

(i) Content Retention. Cached or previously distributed versions of removed content (e.g., previews in Nearlist system emails or posts shared to third-party platforms) may remain temporarily accessible, but will no longer be served by Nearlist.

(ii) System Logs & Security Records. Nearlist may retain limited technical, transactional, or security information tied to the deleted account as required by applicable laws or for legitimate business purposes, including fraud prevention and system integrity, in line with our Privacy Policy.

(f) Survival of Terms

The rights and obligations of the parties under these Terms that, by their express terms or nature and context, are intended to survive termination or expiration of this Agreement (including, without limitation, Section 9 (Paid Subscription Plans), Section 10 (Billing, Cancellations, and Refunds), Section 12 (Taxes), Section 13 (Price Changes), Section 15 (Cancelled Subscriptions), Section 16 (Nearlist Property), Section 17 (Restrictions; Acceptable Use Policy), Section 18 (Submitted Content), Section 19 (Copyright and Trademark Policy), Section 20 (Third-Party Links, Sites, and Services), Section 21 (Disclaimers), Section 22 (Limitation of Liability; Waiver and Release; Indemnification), Section 23 (Dispute Resolution; Arbitration; Choice of Law), Section 24 (Governing Law), Section 25 (General Terms), and Section 26 (Mobile Software)) will survive such termination or expiration.

7. Account Password

You are responsible for keeping your Business User Account password and any other business-assigned credentials confidential. We encourage you to use strong passwords that combine upper- and lower-case letters, numbers, and symbols. You are also responsible for all activity under any account you can access through your business, whether or not you authorized the use. You must immediately notify Nearlist of any unauthorized use of your accounts or credentials. Nearlist is not responsible for any losses resulting from stolen or hacked passwords, and for security reasons we may only reset your password rather than recover it.

8. Account Disputes

In the event of a dispute regarding the ownership of a Business Account, the account will be deemed to be owned by the business entity identified in the Business Profile associated with the account. The Administrator(s) listed for the Business Account are deemed authorized representatives of that business. Individual email addresses used to register Business User accounts, whether Administrator or Employee, do not determine ownership. If ownership cannot be reasonably verified from the Business Profile or supporting records, Nearlist may determine ownership in its sole discretion.

9. Fees for Services

You agree to pay all fees for any Paid Subscription Plan you purchase, in accordance with the pricing and payment terms presented to you at the time of purchase. Fees are non-refundable except as expressly provided in these Terms or when required by law. Charges will be billed to the payment method you provide, and you agree to keep your billing information accurate and up to date. If your payment method is declined or otherwise fails, Nearlist may suspend or terminate your access to the applicable Paid Subscription Plan until payment is received.



10. Subscription Plans

Nearlist offers both Free and Paid Subscription Plans. The features, usage limits, and pricing of each Plan are described on our Site and may change from time to time. By signing up for a Paid Subscription Plan, you agree to pay the applicable fees in accordance with Section 9 (Fees for Services).

Free Subscription Plans provide limited access to Business Services and do not incur fees. Paid Subscription Plans provide additional features or expanded usage limits. We may offer trial periods for Paid Plans; if you do not cancel before the end of the trial period, your Paid Plan will automatically begin and you authorize us to charge your payment method.

Paid Subscription Plans and Billing Cycles can be changed to any other available option at the end of each Billing Cycle through your account management page or by contacting Support. You may upgrade to a higher-tier Paid Plan during a Billing Cycle. If your current Billing Cycle is annual, any upgrade will be prorated for the remaining term of that cycle. No refund period is provided for these mid-cycle upgrades. The new Paid Plan will apply to your next renewal unless otherwise adjusted. You may downgrade to a lower-tier Paid Plan only at the end of your current Billing Cycle, and only if your number of active Customer Connections is below the connection limit for the new plan. No refund is provided if you downgrade in the middle of a Billing Cycle.

(a) Monthly Plans. You may cancel a monthly Paid Subscription Plan at any time through your account settings. Cancellation will stop all future billing. Service will remain active until the end of the current monthly Billing Cycle, and no partial refunds will be provided for unused days.

(b) Annual Plans. You may cancel an annual Paid Subscription Plan at any time through your account settings. If you cancel within fourteen (14) days of your initial purchase or renewal date, you are eligible for a full refund of prepaid fees, unless otherwise required by law. After this 14-day period, no refunds will be provided for unused months of service, and your plan will remain active until the end of the current annual Billing Cycle.

Unless otherwise stated, all fees for Paid Subscription Plans are non-refundable. Refunds are only available if:

(a) required by law (such as mandatory withdrawal rights under applicable consumer protection laws);

(b) expressly provided in these Terms; or

(c) we have materially breached these Terms and failed to cure within thirty (30) days of written notice.

If Nearlist cancels a Paid Subscription Plan without cause during a Billing Cycle, we will refund a prorated portion of any prepaid fees, except where such refund is not possible due to insolvency, bankruptcy, or similar legal proceedings. All refund requests must be initiated through your account settings or by contacting Support.

Your Subscription Plan will automatically renew at the end of each Billing Cycle unless you turn off auto-renewal through your account settings or cancel in accordance with these Terms. When you use an invitation code to create an account, Nearlist may apply a discount to your initial Paid Plan Subscription purchase. Details of the discount, including the coupon code name, pricing, and applicable timeframe, will be displayed in your account management page.



11. Credit Cards

As long as you have an active Paid Subscription Plan with Nearlist, or have an outstanding balance with us, you must provide valid credit card information and authorize us to deduct Subscription Plan charges against that credit card. You agree to update your account management page with valid credit card information whenever your card expires. You are responsible for maintaining all charges resulting from the use of your account, including but not limited to unauthorized use of your account prior to notifying us in writing and taking steps to prevent its further occurrence by changing your password.

Anyone submitting a credit card represents and warrants that they are authorized to use that credit card and that any and all charges may be billed to that credit card and will not be rejected. If we are unable to process your credit card purchase after four attempts, your Paid Subscription Plan may be cancelled until valid billing information is updated and payment can be processed.

Nearlist does not collect, store, access, or process credit card information directly. All payment transactions are handled by our third-party payment processor, currently Stripe. You will be redirected to a secure payment page hosted by Stripe to complete your transaction.

Your use of the payment service is subject to Stripe’s Terms of Service and Privacy Policy. Nearlist disclaims any liability for issues arising from the use of third-party payment processors, including but not limited to failed payments, unauthorized access, or data breaches within those systems. You are responsible for reviewing and understanding the terms and policies of our payment provider before submitting any payment information.

Your payment obligations (including any outstanding balances) survive termination or cancellation of your Paid Subscription Plan or account.



12. Taxes

Unless otherwise stated, you are responsible for any taxes (other than Nearlist’s income tax) or duties associated with the sale of the Business Services, including any related penalties or interest (collectively, “Taxes”). Taxes include, but are not limited to, sales, VAT, GST, use, excise, and similar indirect taxes. You will pay Nearlist for the Business Services without any reduction for Taxes. If Nearlist is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Nearlist with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.



13. Price Changes

Nearlist may change the fees charged for Business Services at any time; provided that, for services billed on a subscription basis, the change will become effective only at the end of the then-current Billing Cycle of your Subscription. Nearlist will post the new pricing structure to our Site and provide you with reasonable prior notice by email of any change in fees to give you the opportunity to cancel your Subscription Plan before the change becomes effective. Refunds, if any, are governed exclusively by Section 10 (Subscription Plans).



14. Plan Changes

Nearlist may change the usage limits and feature sets for any of our Subscription Plans at any time and such changes will become effective immediately. Plan usage limits and features may apply to, but are not limited to, Location Profiles, Business Users, Connections, Campaigns, Coupons, Shop Pages, Customer Profiles, and Messaging Channels. Nearlist will post the new Plan usage limits and features to our Site and provide you with reasonable prior notice by email of any changes to give you the opportunity to cancel your Subscription before the change becomes effective. Your continued use of the Business Services after we provide notice of such change shall be deemed your conclusive acceptance of all changes and you shall be responsible for any and all fees associated with your continued use of the Business Services.

From time to time, Nearlist may make pilot or beta features available to select customers as part of a Subscription Plan. Access to such features does not guarantee continued availability, and Nearlist reserves the right to modify, discontinue, or repackage such features into separate add-ons or plans at renewal.



15. Cancelled Subscriptions

If your Paid Subscription Plan is cancelled your account will automatically be converted to a Free Subscription Plan. Paid Subscription Plans can be cancelled under any of these conditions:

(a) A monthly Paid Subscription Plan is cancelled through your account settings before the next billing date. Service will remain active until the end of the current monthly Billing Cycle, and no partial refunds will be provided.

(b) An annual Paid Subscription Plan is cancelled within fourteen (14) days of the initial purchase or renewal date, as described in Section 10 (Subscription Plans), in which case you are eligible for a full refund.

(c) Auto-renewal is turned “Off” before the end of the current Billing Cycle, in which case the plan will terminate at the end of that cycle.

(d) Auto-renewal is left “On” but there are four (4) failed credit card purchase attempts using the card on file.

(e) The Business requests to cancel their Paid Subscription Plan in the middle of a Billing Cycle by giving notice to Nearlist, in which case service will continue until the end of the current Billing Cycle without refund.

(f) The Business account is permanently deleted by the Administrator, as described in Section 6 (Deleting Business and User Accounts).

(g) Our Support team determines there has been a violation of these Terms of Service, or our Acceptable Use Policy, that warrants cancellation before the end of the current Billing Cycle.

Refunds, if any, are governed exclusively by Section 10 (Subscription Plans). For information on how Paid Subscriptions are handled in the event of account deactivation or deletion, see Section 6 (Deleting Business and User Accounts).”



16. Nearlist Property

Unless otherwise noted, the Site, the App, the Link Service, and all portions of the Business Services, together with all text, content, documents, names, logos, trademarks, service marks, brand identities, trade names, graphics, designs, copyrights, trade dress, and other intellectual property appearing in the Business Services (collectively, the “Nearlist Property”), are owned by Nearlist, Inc. and its affiliates or used with permission or under license from a third party (each an “Owner”) and are protected under copyright, trademark, and other intellectual property and proprietary rights laws.

As between Nearlist and you, all right, title, and interest in and to the Nearlist Property will at all times remain with Nearlist and/or its Owners. The word “Nearlist,” the Nearlist logo, the Nearlist for Business logo, and other marks, logos, and titles are registered and/or common law trademarks or service marks of Nearlist (the “Nearlist Marks”).

You are not permitted, directly or indirectly, to (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent prohibited by law), or create derivative works of the Nearlist Property; (b) copy or reproduce the Nearlist Property except as expressly permitted; (c) distribute, display, rent, lease, transfer, sublicense, or otherwise exploit the Nearlist Property or Submitted Content in whole or in part; or (d) remove or alter any proprietary notices or labels.

Subject to these Terms and our Acceptable Use Policy, Nearlist grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for your internal business purposes, in accordance with these Terms. Nearlist may terminate this license at any time for any reason or no reason. Except for the rights and licenses expressly granted, Nearlist reserves all other rights, and no other rights are granted by implication or otherwise. ​​Misuse of the Nearlist Marks or other intellectual property may also be subject to removal or takedown in accordance with Section 19 (Copyright and Trademark Policy).

The provisions of this Section will survive termination of these Terms.



17. Restrictions; Acceptable Use Policy

This Section sets out Nearlist’s Acceptable Use Policy for our Business Services. All Businesses and Business Users must comply with these restrictions and applicable laws when using the Services.

You agree that you will not:

(a) Scrape, crawl, or download any content from the Business Services, including Nearlist Property, using automated tools such as bots, spiders, or data mining software.

(b) Modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the App or Business Services, except as expressly permitted by applicable law.

(c) Use multiplexing, pooling, or similar software or hardware to reduce the number of Users directly accessing the Business Services.

(d) Rent, lease, lend, sublicense, sell, distribute, or otherwise transfer the App or any portion of the Services to a third party.

(e) Attempt to modify or reroute the Business Services or use unauthorized software to do so.

(f) Upload, post, or transmit content that violates these Terms or infringes the rights of others.

(g) Use the App or Business Services for any unauthorized commercial purpose, service bureau, or time-sharing arrangement.

(h) Engage in any illegal, unlawful, or prohibited activity, including but not limited to prostitution, human trafficking, drug distribution, money laundering, fraud, or any form of criminal enterprise.

You are responsible for maintaining truthful, accurate, and complete information in your Business account. You further represent and warrant that you will comply with all applicable U.S. and international laws, rules, and regulations, and that you will use any customer or business information obtained through the Services solely for purposes permitted by Nearlist, in compliance with our Privacy Policy, and not for unauthorized marketing, resale, or data exploitation.

Nearlist reserves the right, but has no obligation, to remove any Shop Pages, Location Profiles, Campaigns, Coupons, Saved Items, Messaging Channels, messages or attachments, Connections, Invitations, Customer Notes, or Business User Profiles for any reason or no reason. Administrators of a Business Account may also remove messages or attachments within their Business’s Messaging Channels, including customer messages posted in public channels. Nearlist may investigate suspected misuse, and may suspend or terminate any Business Account or Business User Account in its sole discretion, with or without notice, including reporting matters to law enforcement authorities where appropriate.



18.  Submitted Content

You are solely responsible for all information and other content that you post, upload, publish, link to, transmit, record, display, or otherwise make available (“post”) through the Services, whether as a Customer User, Business User, or otherwise. Submitted Content includes, but is not limited to, Messaging Channels, messages and attachments (such as photos, videos, or files), video content, profile text, business recommendations, reviews, curated lists (such as “favorites”), and any other materials you post through the Services, whether publicly posted or privately transmitted (“Submitted Content”). Because the Services are accessible by other Users and, in some cases, the public, you should not post any information you consider confidential.

Nearlist does not control or pre-screen Submitted Content and is not responsible for what Users post. However, Nearlist reserves the right, but has no obligation, to monitor, review, or remove Submitted Content at any time, in its sole discretion, if we believe it violates these Terms, our Acceptable Use Policy, or applicable law, or is otherwise harmful or objectionable. Administrators of a Business Account may also remove messages or attachments within their Business’s Messaging Channels, including customer messages in public channels.

You warrant, represent, and agree that you will not contribute any Submitted Content, or otherwise use the Business Services, in a manner that:

(a) infringes the intellectual property rights, proprietary rights, or rights of publicity or privacy of any third party;

(a) violates any law, statute, ordinance, or regulation;

(a) is harmful, threatening, abusive, harassing (sexually or otherwise), tortious, defamatory, vulgar, racist, obscene, libelous, fraudulent, deceptive, misleading, or otherwise objectionable, including in the form of business recommendations, reviews, or curated lists;

(a) adversely affects or reflects negatively on Nearlist’s goodwill, name, or reputation, or causes duress, distress, or discomfort to Nearlist or others, or discourages anyone from using the Services;

(b) sends or results in the transmission of junk email, chain letters, duplicative or unsolicited messages, or “spam”;

(c) transmits or uploads malicious code or harmful programs (including viruses, worms, spyware, trojan horses, or time bombs);

(d) falsely reports to Nearlist staff or agents;

(e) circumvents, disables, or interferes with security-related features of the Services;

(f) intercepts or attempts to intercept communications not intended for you;

(g) uses the Services for unauthorized commercial purposes, including advertising, marketing, or offering goods or services;

(h) requests money from, or is intended to defraud, other Users;

(i) contains video, audio, photographs, or images of another person without permission (or, in the case of a minor, without the legal guardian’s consent);

(j) exploits or harms minors, solicits personal information from anyone under 18, or otherwise engages in unlawful exploitation;

(k) impersonates, misrepresents affiliation, or otherwise deceives others;

(l) posts or transmits indecent, obscene, or pornographic material;

(m) threatens, harasses, stalks, abuses, or otherwise violates the legal rights of others; or

(n) deletes author attributions, legal notices, or proprietary designations in files uploaded to the Services.

All restrictions set forth in Section 17 (Restrictions; User Agreement) also apply to Submitted Content.

By posting any Submitted Content through the Services, you automatically grant (or warrant that the owner of such content has expressly granted) to Nearlist a limited, worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt, display, and transmit such content solely as necessary to operate and provide the Services. This license ends when you remove your Submitted Content from the Services, except that Nearlist may retain archival copies for backup, legal, or compliance purposes. You also grant other Users of the Services a limited license to access and use your Submitted Content as permitted by the functionality of the Services and these Terms.

Feedback. If you provide Nearlist with feedback, suggestions, or comments about the Services (“Feedback”), you grant Nearlist a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, modify, and incorporate that Feedback into the Services or other products without obligation or compensation to you.

The provisions of this Section shall survive termination of these Terms.



19. Copyright and Trademark Policy

Nearlist respects the intellectual property rights of others and requires its Users to do the same. This section explains Nearlist’s policy regarding copyright and trademark complaints, including procedures under the Digital Millennium Copyright Act (“DMCA”) and applicable trademark law.

(a) Copyright Complaints

If you believe that your work has been copied and made available through the Services in a way that constitutes copyright infringement, you must submit a written DMCA Takedown Notice that includes all of the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the copyright owner.

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notice, a representative list of such works.

(iii) Identification of the material that is claimed to be infringing, and information reasonably sufficient to allow Nearlist to locate the material.

(iv) Information reasonably sufficient to allow Nearlist to contact you, such as an address, telephone number, and an email address.

(v) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

(vi) A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

(b) Trademark Complaints

If you believe that your trademark (including a business name, logo, or brand) is being used on or through the Services in a way that constitutes trademark infringement or dilution, you must submit a written notice that includes the following information:

(i) A physical or electronic signature of a person authorized to act on behalf of the trademark owner.

(ii) Identification of the trademark claimed to have been infringed, including registration details (if applicable), jurisdiction, and sufficient evidence of ownership.

(iii) Identification of the material that is claimed to be infringing or diluting, and information reasonably sufficient to allow Nearlist to locate it.

(iv) Information reasonably sufficient to allow Nearlist to contact you, such as an address, telephone number, and an email address.

(v) A statement that you have a good-faith belief that the disputed use is not authorized by the trademark owner, its agent, or the law.

(vi) A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the trademark owner.

(c) Takedown Notices and Trademark Complaints

All DMCA Takedown Notices and trademark complaints should be sent to Nearlist’s Designated Copyright/Trademark Agent at: support@nearlist.com. For clarity, only DMCA Takedown Notices and trademark complaints should be sent to the Copyright/Trademark Agent. Other communications (such as feedback, customer support requests, or purchases) should be directed through the appropriate contact information available on the Services.

(i) Counter-Notices. If you believe that your Submitted Content was removed or access to it was disabled in error or misidentification, you may file a counter-notification with Nearlist’s Copyright/Trademark Agent that complies with the requirements of the DMCA or other applicable law.

(ii) Repeat Infringers. Nearlist may, in appropriate circumstances and at its discretion, suspend or terminate the accounts of Users who are determined to be repeat infringers of copyright, trademark, or other intellectual property rights.



20. Third-party Links, Sites and Services

The Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Nearlist. Nearlist does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service, or content through the Services, you do so at your own risk, and you agree that Nearlist will have no liability arising from your use of or access to such third-party websites, services, or content.

Your use of third-party services made available through the Services, including without limitation Google Maps Platform services, payment processing services, and messaging services, is subject to the applicable third-party terms of service and privacy policies. You agree to comply with all such terms and acknowledge that Nearlist is not responsible for the availability, accuracy, or practices of any third-party provider. Nearlist may modify, suspend, or discontinue third-party integrations at any time without liability to you.

The Nearlist website and applications integrate Google Maps Platform services to provide mapping, location, and address-based features. Your use of Google Maps is subject to the Google Maps/Google Earth Additional Terms of Service and the Google Privacy Policy.



21. Disclaimers

THE BUSINESS SERVICES, INCLUDING WITHOUT LIMITATION ALL CONTENT AND OTHER SUBJECT MATTER INCLUDED WITHIN THE BUSINESS SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEARLIST SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, SECURITY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NEARLIST OR THROUGH THE BUSINESS SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.



22. Limitation of Liability; Waiver and Release; Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEARLIST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR ANY PERSONAL INJURY OR PROPERTY DAMAGE, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE BUSINESS SERVICES; OR (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ACCESSED THROUGH OR INTERACTING WITH THE BUSINESS SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES.

IN NO EVENT SHALL NEARLIST’S AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE TOTAL AMOUNT PAID BY YOU TO NEARLIST FOR THE BUSINESS SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR NEARLIST WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

YOU HEREBY WAIVE ALL RIGHTS AND BENEFITS UNDER CALIFORNIA CIVIL CODE SECTION 1542, AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NEARLIST AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THESE TERMS (INCLUDING THE PRIVACY POLICY), BREACH OF YOUR REPRESENTATIONS CONTAINED HEREIN, OR ANY ACTIVITY RELATED TO YOUR ACCOUNT, INCLUDING ANY ACTS OR OMISSIONS OF YOUR INVITED BUSINESS USERS (ADMINISTRATORS, EMPLOYEES, CONTRACTORS, CONSULTANTS, OR OTHER INDIVIDUALS YOU AUTHORIZE TO USE THE BUSINESS SERVICES), OR INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, OR NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR ANY OTHER PERSON ACCESSING THE BUSINESS SERVICES USING YOUR ACCOUNT. IN ADDITION, BUSINESSES AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NEARLIST FROM AND AGAINST ANY CLAIMS, LOSSES, LIABILITIES, DAMAGES, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THE ACTS OR OMISSIONS OF ANY EMPLOYEE USER OR OTHER INDIVIDUAL THE BUSINESS INVITES TO USE THE SERVICES ON ITS BEHALF.



23. Dispute Resolution; Arbitration; Choice of Law

PLEASE READ CAREFULLY – THIS AFFECTS YOUR RIGHTS

YOU AGREE THAT BY USING THE BUSINESS SERVICES, YOU AND EACH OF NEARLIST, ITS AGENTS, EMPLOYEES, AND AFFILIATES (THE “SERVICE PARTIES”) ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND EACH OF THE SERVICE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

YOU AND EACH OF THE SERVICE PARTIES AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION. THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY. THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMMERCIAL CONTRACT DISPUTES, SELECTED IN ACCORDANCE WITH THE RULES OF AAA. IF AAA IS UNABLE OR UNWILLING TO ADMINISTER A DISPUTE, THEN THE DISPUTE MAY BE REFERRED TO JAMS OR ANOTHER RECOGNIZED ARBITRATION PROVIDER AGREED TO IN WRITING BY THE PARTIES.

FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE, VIDEO, OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS, WITHOUT ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED. IF THE CLAIM EXCEEDS $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE APPLICABLE RULES, AND ANY HEARING MUST TAKE PLACE IN SAN FRANCISCO, CALIFORNIA, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICES MUST BE COMMENCED IN ARBITRATION WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW TIME LIMITATIONS SHORTER THAN THE STATUTE OF LIMITATIONS, SO THIS MAY NOT APPLY TO YOU.

YOU AND EACH OF THE SERVICE PARTIES AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THE ARBITRATION PROVISION—INCLUDING WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION—SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, IF THE CLASS-ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THAT YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS. IF THE ARBITRATION PROVISION IN THIS SECTION IS FOUND UNENFORCEABLE OR TO NOT APPLY TO A GIVEN DISPUTE, THEN THE PROCEEDING MUST BE BROUGHT EXCLUSIVELY IN THE STATE COURTS LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA, OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND YOU CONSENT TO PERSONAL JURISDICTION AND VENUE IN THOSE COURTS.

THIS ARBITRATION AGREEMENT WILL SURVIVE TERMINATION OF YOUR USE OF THE BUSINESS SERVICES AND YOUR RELATIONSHIP WITH NEARLIST. THIS ARBITRATION AGREEMENT INVOLVES INTERSTATE COMMERCE AND SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1–16 (“FAA”). INFORMATION ON AAA AND HOW TO START ARBITRATION CAN BE FOUND AT WWW.ADR.ORG OR BY CALLING 800-778-7879.



24. Governing Law

You agree that: (a) the Business Services shall be deemed solely based in California; and (b) the Business Services shall be deemed passive and not giving rise to personal jurisdiction over Nearlist in jurisdictions other than California. These Terms are governed by the internal laws of the State of California, without regard to its conflicts of law rules, and the Federal Arbitration Act as applicable under Section 23 (Dispute Resolution; Arbitration). The United Nations Convention on Contracts for the International Sale of Goods does not apply.

If the arbitration provision in Section 23 is found unenforceable or does not apply to a given dispute, then the proceeding must be brought exclusively in the state courts located in San Francisco County, California, or the United States District Court for the Northern District of California, and you and Nearlist consent to personal jurisdiction and venue in those courts for such disputes. Notwithstanding the foregoing, either party may seek temporary or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, proprietary information, or the Nearlist Marks.



25. General Terms

(a) Notices. Nearlist may provide notices by email to the address associated with your account, by in-product message or push notification, by posting on the Services, or by other reasonable means. You consent to receive communications electronically. Where the law requires “written” notice, electronic notice satisfies that requirement.

(b) Changes to these Terms. Nearlist may update these Terms from time to time. If a change is material, we will provide reasonable advance notice (e.g., by email or in-product notice) and update the “Last Updated” date. Changes take effect on the date indicated in the notice. Your continued use of the Business Services after the effective date constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Business Services.

(c) Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without Nearlist’s prior written consent. Nearlist may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

(d) Force Majeure. Nearlist will not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including acts of God, labor disputes, Internet failures, utility outages, governmental actions, war, pandemics, civil disturbances, or failures of third-party providers.

(e) Relationship; Third-Party Beneficiaries. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Except as expressly stated in Section 26 (Mobile Software) regarding Apple and Google, there are no third-party beneficiaries.

(f) Export & Sanctions Compliance. You represent that you are not located in, and will not use the Business Services from, any embargoed country and are not a prohibited party under U.S. or other applicable export-control or sanctions laws. You agree to comply with all such laws.

(g) Entire Agreement; Order of Precedence. These Terms, including any documents referenced or incorporated herein (such as the Privacy Policy and Acceptable Use Policy), constitute the entire agreement between you and Nearlist regarding the Business Services and supersede prior or contemporaneous agreements on the subject matter. In the event of a conflict between these Terms and any policy or page on the Site, these Terms control, unless an Order Form or written agreement signed by Nearlist expressly states otherwise.

(h) Severability; Waiver. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. No waiver will be effective unless in writing, and no waiver of any breach or default is a waiver of any later breach or default.

(i) Survival. The rights and obligations of the parties under these Terms that, by their express terms or nature and context, are intended to survive termination or expiration of this Agreement (including, without limitation, Section 9 (Paid Subscription Plans), Section 10 (Billing, Cancellations, and Refunds), Section 12 (Taxes), Section 13 (Price Changes), Section 15 (Cancelled Subscriptions), Section 16 (Nearlist Property), Section 17 (Restrictions; Acceptable Use Policy), Section 18 (Submitted Content), Section 19 (Copyright and Trademark Policy), Section 20 (Third-Party Links, Sites, and Services), Section 21 (Disclaimers), Section 22 (Limitation of Liability; Waiver and Release; Indemnification), Section 23 (Dispute Resolution; Arbitration; Choice of Law), Section 24 (Governing Law), Section 25 (General Terms), and Section 26 (Mobile Software)) will survive such termination or expiration.



26. Mobile Software

Nearlist makes available a mobile application (the “Business App”) to access the Business Services from compatible mobile devices. Subject to these Terms and any applicable app-store rules, Nearlist grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Business App on a device you own or control solely for your internal business purposes.

(a) Updates and Notifications. The Business App may deliver updates and notifications as part of your use of the Services. You agree to permit the App to automatically download and install updates from time to time, which may include bug fixes, enhanced functions, new modules, or new versions designed to improve, enhance, and further develop the Services.

(b) App Store Terms. You acknowledge that these Terms are between you and Nearlist, not Apple Inc. (“Apple”) or Google LLC (“Google”), and that Apple and Google are not responsible for the Business App or its content. Your use of the App must comply with the then-current Apple Media Services Terms and Conditions and/or Google Play Terms of Service (collectively, “Usage Rules”). Nearlist, not Apple or Google, is responsible for the Business App and the Business Services.

(c) Maintenance and Support; Product Claims; Warranties. Nearlist is solely responsible for providing any maintenance and support services for the Business App as required by law or expressly stated in these Terms. To the maximum extent permitted by law, Apple and Google have no warranty obligations whatsoever with respect to the Business App. Nearlist, not Apple or Google, is responsible for addressing any claims by you or a third party relating to the Business App or your possession and/or use of the Business App, including: (i) product liability claims; (ii) any claim that the Business App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The Business App is provided “AS IS” as further disclaimed in Section 21 (Disclaimers).

(d) Intellectual Property. In the event of any third-party claim that the Business App or your possession and use of the Business App infringes intellectual property rights, Nearlist (and not Apple or Google) will be solely responsible for the investigation, defense, settlement, and discharge of any such claim to the extent required by law.

(e) Legal Compliance; Export. You represent and warrant that you are not located in a country subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist-supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable export-control and sanctions laws.

(f) Third-Party Beneficiaries. You acknowledge and agree that Apple and Google (and their subsidiaries) are third-party beneficiaries of this Section 26 and that, upon your acceptance of these Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this Section 26 (Mobile Software) against you as a third-party beneficiary thereof.



27. Contact Information

Nearlist’s contact information for any questions, complaints, or claims relating to the Business Services is support@nearlist.com, or through any other contact method published on the Services. For copyright or trademark complaints, please see Section 19 (Copyright and Trademark Policy).