Terms of Service | Nearlist

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 by these Terms.

(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 separately by the Nearlist Business Terms of Service.

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 Location Profiles, Campaigns, Coupons, and Messaging. Associations have expanded capabilities, such as sponsoring Shop Pages that highlight and promote their shopping districts and marketplaces.

These Terms contain a binding arbitration provision and class action waiver (see Section 15). 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 Customer Services and how we’ll treat your account while you’re a Member of the Nearlist Community.

1.1 Business Services

The Customer Services consists of the following components (collectively, the “Customer Services”):

(a) Site. Our customer website at https://www.nearlist.com (the “Site”).

(b) App. Our corresponding “Nearlist” mobile application for customers (the “App”).

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

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 Business Services please visit: https://business.nearlist.com.

2. Changes

We may change the Customer Services or any features of the Customer Services at any time. We may change any of the Terms by posting revised Terms of Service on the Site at https://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 Customer App. You may not continue using the Customer 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 Customer 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

To use the Services, you will first have to sign up and create a Customer User account via the customer App.

You’re responsible for keeping your account password confidential. You’re responsible for all activity on your account, whether or not you authorized it. 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.

The Customer Services include a variety of features and functions available to registered Customer Users as described in this section. Nearlist reserves the right to introduce Subscription Plans that may limit or expand available features.

3.2 Location Profiles

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.

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

Registered Customers can search all available Location Profiles using the Nearlist App, and may initiate in-app Connection Requests. Location Profiles also provide Customer Users with features and widgets to easily share them on other third-party social media, email, and messaging platforms.

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 are visible to both Customer Users in the Customer App and Business Users in the Business App, and may also be displayed in Shop Page Directories and featured in Digest Emails, at the discretion of the sponsoring Association or Nearlist.

3.3 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 to the Nearlist Community or online, 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 be deleted from Customers’ Directories, related connection request information will be deleted, and 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.

3.4 Business 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 how connections are initiated and accepted. The default configuration for these features is “ON,” but Admins may toggle them 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 Plan Subscription 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.

3.5 Campaigns

Businesses can create and publish marketing and promotional content (“Campaigns”) so that they become available in Customer and Business App feeds, 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) Viewing 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 addition, Campaigns may also be displayed on Shop Pages, or included in related digest emails and printed materials such as neighborhood flyers.

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

Campaigns may be published to a single Location or to multiple Locations, as determined by the Business. Some Campaign posts may only be made available to certain individual Customers, or groups of Customers, in order to provide more personalized news and promotions.

(b) Interacting with Campaigns

Customers can bookmark (“Save”) any Campaign posted to their feed to their “Saved Items” page in the App. Campaigns also provide features and widgets to easily share them on other third-party social media, email, and messaging platforms.

Some Campaigns may include call-to-action buttons (e.g., Order Now or Reserve Now) with links to Business websites or third-party services. Campaigns may also allow you to initiate a chat session with the Business Location directly from the Campaign.

(c) Campaign Removal

If a Business removes a posted Campaign it will no longer be displayed in your Feed or on Location Profile pages you view, and it will be removed from your Saved Items if you had previously saved it.

3.6 Coupons

Businesses can 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) Finding and Sharing 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 addition, Coupons may also be displayed on Shop Pages, or included in related digest emails and printed materials such as neighborhood flyers.

Coupons provide Customer 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.

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

(b) Coupon Clipping and Redemption Rules

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. Businesses are encouraged to add such additional terms to each Coupon.

(c) 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.

(iv) Coupons may be published to a single Location or to multiple Locations, as determined by the Business User. Some Coupons may only be made available to certain individual Customers, or groups of Customers, in order to provide more personalized offers.

(d) 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 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 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.

(e) 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.

3.7 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.

3.8 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.

Nearlist provides two kinds of Messaging Channels to Customer Users:

(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) 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.

Administrators of Business Accounts (Merchants and Associations) may remove messages or attachments (including photos, videos, or files) posted by Customer or Business Users within their Customer Support Messaging Channels. Administrators of Associations may remove messages or attachments (including photos, videos, or files) posted by Customer or Business Users within their Shop Page Messaging Channels.

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.

By agreeing to these Terms, you expressly consent to receiving Messages, which may come from Customer Users, 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.

3.9 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 3.7 (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.

3.10 Email Invitations

If you do not see a favorite local business on Nearlist you can send them an invitation to join Nearlist (an “Invitation”) by uploading a contact email and business name into the App. Through your account, you will initiate and send one Invitation, and authorize your account to send two Invitation reminders, to each business email you provide. Nearlist may include an expiring invitation code in these emails that provides subscription discounts for new business accounts.

Your Invitation will not be sent if the provided contact email is already associated with a Nearlist Business Account, if you have already sent an Invitation to that email, or if that contact has unsubscribed from receiving Invitations from registered Customer Users. If the business you invited creates a Nearlist Business Account, an “in-app” Connection Request will automatically be sent from your account to the first location they publish.

3.11 Account Management

The General tab in the App allows you to manage your Profile information, manage Settings, review FAQs, and send messages to the Nearlist Support team. The Site provides access to shared content such as Shop Pages, and to our support team, but does not currently provide access to the other listed functions.

4. Eligibility

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

(a) Be at least thirteen (13) years old;

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

(c) Agree to the Terms; and

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

By using Nearlist’s Customer 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 Customer Services and continues for as long as you use them. You accept these Terms of Service and our Privacy Policy when you complete the sign-up pages, including creating a Customer Account, creating your User Profile, and launching the Nearlist App after confirming content preferences and connecting with at least one suggested Business Location.

6. Deleting Your Account

Customer accounts may be deleted in one of two ways: (1) through voluntary deactivation and deletion initiated by you; 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 your request 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 Customer User who owns the account is the only user who has the authority to initiate deactivation through the App, with the intent to permanently delete it. Once deactivated, all of your public account information will no longer be visible on the Apps or www.nearlist.com.

During the initial 30-day deactivation period, you may log in to restore your account by confirming reactivation. After Day 30, login access will be blocked. From Day 31 through Day 60, you may request reactivation through Support. If you log in and reactivate your account during the first 30 days, or request reactivation through Support between Day 31 and Day 60, the deactivation process may be halted and your account 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.

Nearlist may suspend your account for violation of these Terms, including our Acceptable Use Policy, 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 your request 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.

(b) Permanent Deletion

Once your account has been permanently deleted or irreversibly anonymized, as required by applicable laws, it will no longer exist in our systems. You will not be able to reactivate your account and will lose access to your Connections, Saved Campaigns, Clipped Coupons, Messaging Channels, and other stored information. 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) Retention of Limited Information

Nearlist may retain limited information from a deactivated or deleted account as required by applicable laws, or for legitimate business purposes, including security, fraud prevention, analytics, legal compliance, or system integrity, in accordance with our Privacy Policy. Such retained information 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 to comply with lawful record-keeping obligations.

(d) 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 8 (Nearlist Property), Section 9 (Restrictions; Acceptable Use Policy), Section 10 (Submitted Content), Section 11 (Copyright and Trademark Policy), Section 12 (Third-Party Links, Sites, and Services), Section 14 (Limitation of Liability; Waiver and Release; Indemnification), Section 15 (Dispute Resolution; Arbitration; Choice of Law), Section 16 (Governing Law), Section 17 (General Terms), and Section 18 (Mobile Software)) will survive such termination or expiration.

7. Account Password

You’re responsible for keeping your account password confidential. We encourage you to use passwords that use a combination of upper and lower case letters, numbers, and symbols with your account. 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.

8. Nearlist Property

Unless otherwise noted, the Site, the App, the Link Service, and all portions of the Customer 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 Customer 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 11 (Copyright and Trademark Policy).

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

9. Restrictions; Acceptable Use Policy

This Section sets out Nearlist’s Acceptable Use Policy for our Customer Services. All Customers 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 Customer 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 Customer 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, or Business User Profiles for any reason or no reason. Nearlist may investigate suspected misuse, and may suspend or terminate your Customer Account in its sole discretion, with or without notice, including reporting matters to law enforcement authorities where appropriate.

10. 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 Customer Services, Site or App in a manner that:

(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 9 (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.

11. 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.

12. 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.

13. Disclaimers

THE CUSTOMER SERVICES, INCLUDING WITHOUT LIMITATION ALL CONTENT AND OTHER SUBJECT MATTER INCLUDED WITHIN THE CUSTOMER 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 CUSTOMER SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14. 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 CUSTOMER SERVICES; OR (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ACCESSED THROUGH OR INTERACTING WITH THE CUSTOMER 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 CUSTOMER 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 OTHER INDIVIDUALS YOU AUTHORIZE TO USE THE CUSTOMER SERVICES, OR INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, OR NEGLIGENT OR WRONGFUL CONDUCT BY YOU OR ANY OTHER PERSON ACCESSING THE CUSTOMER SERVICES USING YOUR ACCOUNT.

15. Dispute Resolution; Arbitration; Choice of Law

PLEASE READ CAREFULLY – THIS AFFECTS YOUR RIGHTS

YOU AGREE THAT BY USING THE CUSTOMER 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 CUSTOMER 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.

16. Governing Law

You agree that: (a) the Customer Services shall be deemed solely based in California; and (b) the Customer 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.

17. 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 Customer Services after the effective date constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Customer 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 Customer 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 Customer 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 8 (Nearlist Property), Section 9 (Restrictions; Acceptable Use Policy), Section 10 (Submitted Content), Section 11 (Copyright and Trademark Policy), Section 12 (Third-Party Links, Sites, and Services), Section 14 (Limitation of Liability; Waiver and Release; Indemnification), Section 15 (Dispute Resolution; Arbitration; Choice of Law), Section 16 (Governing Law), Section 17 (General Terms), and Section 18 (Mobile Software)) will survive such termination or expiration.

18. Mobile Software

Nearlist makes available a mobile application (the “Customer App”) to access the Customer 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 Customer App on a device you own or control solely for your internal business purposes.

(a) Updates and Notifications. The Customer 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 Customer 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 Customer App and the Customer Services.

(c) Maintenance and Support; Product Claims; Warranties. Nearlist is solely responsible for providing any maintenance and support services for the Customer 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 Customer App. Nearlist, not Apple or Google, is responsible for addressing any claims by you or a third party relating to the Customer App or your possession and/or use of the Customer App, including: (i) product liability claims; (ii) any claim that the Customer App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The Customer App is provided “AS IS” as further disclaimed in Section 13 (Disclaimers).

(d) Intellectual Property. In the event of any third-party claim that the Customer App or your possession and use of the Customer 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 18 (Mobile Software) against you as a third-party beneficiary thereof.

19. Contact Information

Nearlist’s contact information for any questions, complaints, or claims relating to the Customer Services is support@nearlist.com, or through any other contact method published on the Services. For copyright or trademark complaints, please see Section 11 (Copyright and Trademark Policy).