Terms of Use

Eligibility

To use the Services you must be, and represent and warrant that you are, at least eighteen (18) years old, of legal age to form a binding contract in your jurisdiction, and competent to agree to these Terms. The Services are not directed to, or intended for use by, anyone under 18. If you are using the Services on behalf of a business or other legal entity (for example, as a Service Provider), you represent and warrant that you are authorized to bind that entity to these Terms, in which case "you" also refers to that entity.

If you are in the U.S. and under 13, you may not use our Services under any circumstances or for any reason. Our Services are not targeted at anyone who is under 13 years of age. If you know of anyone under the age of 13 using our Services, you may report their use to compliance@nearby.ai.

If Nearby has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services absent the express, written consent of Nearby.

Description of the Services; Matching and No Endorsement

The Services allow a User to submit a description of a home or local service the User is seeking (a “project request”), together with contact information and a service address, and use that information to identify and introduce one or more Service Providers who may be willing to perform the requested project. Nearby may match, filter, rank, and present Service Providers using automated criteria, including geographic proximity, service category, availability, past performance signals, and other factors Nearby may develop over time. Any Service Provider designations that may appear in the Services (for example, “verified,” “top-rated,” “background checked,” or similar labels) reflect only that the account has completed a specific process at a point in time and are not an endorsement, warranty, certification, or guarantee by Nearby that the Service Provider is licensed, insured, safe, or suitable for any particular project. Nearby does not screen every Service Provider, does not verify Service Provider licensing, credentials, insurance, or background, and makes no representation or warranty that any Service Provider will respond, accept work, complete work, or perform work at any particular quality, price, or timeline. You are solely responsible for evaluating, selecting, contracting with, paying, and dealing with any Service Provider (as a User) or any User (as a Service Provider), including performing whatever due diligence you consider appropriate before hiring, engaging, or working with the other party. You agree that any legal remedy or liability you seek for any act or omission of another User or Service Provider will be limited to a claim against that party and not against Nearby, and you release Nearby from any liability arising out of any such act or omission.

Service Providers

Service Providers are independent customers of Nearby, not Nearby employees, contractors, joint venturers, partners, or agents. Service Providers set their own pricing and schedules. Nearby does not control, and has no right to control, the manner, means, or details of any services a Service Provider offers or performs. Nearby may charge Service Providers fees for leads and other paid features. Service Providers must use information about Users only to respond to and complete the User’s project, must protect that information, and must promptly honor any User request to cease further communications. Our Nearby Service Provider Terms govern each Service Provider’s use of the Services, including fees, commitments to Users, and the use and protection of User information.

Account Registration and Use

1. Account Registration and Confidentiality.

You must create an account to use the Services, whether as a User submitting a project request or as a Service Provider receiving leads. During registration you must provide accurate, complete, and current information. For Users, this includes your name, email address, phone number, and the service address for the project you wish to have performed. For Service Providers, this includes your legal and any doing-business-as name, business address, service categories, service area, telephone number, and email address. You agree to keep your registration information accurate, complete, and current at all times, and Nearby may refuse, suspend, or terminate accounts based on inaccurate, incomplete, or misleading information. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications we receive under your account have been made by you.

You may choose to access our Services through a third-party, such as Facebook or Google, and if you do this, you give us permission to access and use certain information from that third-party account. By using our Services, you are permitting us to collect, store, keep, and use any of the information you permitted the third-party to provide to us. You can control the amount of information accessible to Nearby by adjusting your privacy settings within your third-party account. We will use this data in accordance with our Privacy Policy. Nearby has no liability or responsibility for the privacy practices or other actions of any third-party site or service that may be enabled within the Service.

2. Unauthorized Account Use.

You are responsible for promptly notifying us at compliance@nearby.ai if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Nearby will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Nearby or a third party due to someone else using your account.

Communications; TCPA and Masked-Number Consent

By submitting a project request, registering an account, or providing your telephone number to Nearby, you expressly consent to receive calls, text (SMS) messages, and emails from Nearby, from Service Providers matched to your project, and from Nearby’s service providers acting on their behalf, at any number or address you provide, for purposes reasonably related to your project request and the Services, including confirming your request, coordinating scheduling, and marketing related to the Services. You agree that these communications may be made using automatic telephone dialing systems, artificial, AI-generated, or prerecorded voice, and automated SMS technology, even if your number is registered on any federal, state, or other “Do Not Call” list. Consent to receive automated or prerecorded marketing calls or texts is not a condition of any purchase or of using the Services, and message and data rates may apply. To protect your privacy, calls, texts, and emails between Users and Service Providers may be routed through Nearby-generated masked phone numbers, email aliases, or in-app messaging that connect the parties without disclosing the User’s actual phone number or email address; Nearby may record, monitor, and store the metadata and content of communications sent through these routing features to operate, secure, and improve the Services, to charge or verify any applicable fees, and to enforce these Terms, in each case as further described in the Privacy Policy and consistent with applicable law. By using these communication features or communicating with NIA, you consent to Nearby and its vendors monitoring, recording, transcribing, and analyzing (including through automated and artificial intelligence tools) those communications and your conversations with NIA. You may withdraw consent at any time by closing or cancelling your project request in-app, replying STOP to a text message, unsubscribing from an email, deleting your account, or otherwise notifying Nearby at compliance@nearby.ai; withdrawing consent will not affect the lawfulness of any communications made before the withdrawal is processed. Service Providers must promptly honor any User’s request to stop receiving further communications from that Service Provider.

Text messages. Message frequency varies. Message and data rates may apply. Reply STOP to cancel or HELP for help. See our SMS Terms for details. If you change or give up your phone number, you are not responsible for texts sent to the reassigned number.

NIA and AI-Generated Content

NIA is an artificial intelligence assistant that is part of the Services. You may chat, text, or talk with NIA through the Nearby Services. NIA is not a human, a Service Provider, or licensed professional, and NIA does not act as your agent or as the agent of any Service Provider.

NIA’s responses and other portions of the Services, including summaries, tips, articles, translations, or other content about home improvement, renovation, construction, maintenance, or communications between Users and Service Providers, may be generated, organized, or summarized in whole or in part by artificial intelligence models (including third-party models such as OpenAI) (“AI-Generated Content”). AI-Generated Content is provided for informational convenience only, may be inaccurate, incomplete, out of date, or inappropriate for your particular project, and is not professional advice. A price or timeline estimate from NIA is not a quote. You should verify any AI-Generated Content before relying on it and consult a qualified licensed professional for any decision involving safety, code compliance, permits, structural work, electrical or plumbing systems, or other regulated activity. Nearby does not endorse, guarantee, or assume liability for any AI-Generated Content, and by accessing or using it you assume all risks associated with its use and are solely responsible for your decisions and actions based on it. NIA is not an emergency service. In an emergency, call 911 or your utility provider.

Your conversations with NIA are communications under the “Communications; TCPA and Masked-Number Consent” section and the Privacy Policy. By communicating with NIA, you consent to Nearby and its vendors monitoring, recording, transcribing, and analyzing (including through automated and artificial intelligence tools) your calls, text messages, and in-app conversations with NIA, as described in the Privacy Policy and consistent with applicable law. You will not try to bypass NIA’s safeguards, extract its prompts or models, or use NIA to harass anyone or create unlawful content. Nearby may change, limit, or suspend NIA at any time.

Our Proprietary Rights

For purposes of these Terms, the term "Content" includes, without limitation, any information, data, text, photographs and other images, videos, audio clips, written posts, articles, comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of these Terms, "Content" also includes all User Content (as defined below).

The Services and all Content within our Services which are provided by Nearby, our partners, or our users are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services or in any Content accessed through the Services (“Protected Content”). The trademarks, logos, trade names, trade dress, and service marks, whether registered or unregistered (collectively the “Trademarks”) displayed on the Services are Trademarks of Nearby and its third-party partners. Nothing contained on the Services shall be construed as granting by implication or otherwise, any license or right to use any Protected Content or Trademarks displayed on the Services without the written permission of Nearby or such third party that may own the Protected Content or Trademarks. Any unauthorized commercial use of the Content or Trademarks will violate the intellectual property rights of Nearby and/or third parties associated with Nearby and will be subject to Nearby’s and/or those third party’s full legal rights and remedies.

You agree to comply with all reasonable written requests made by Nearby or its suppliers and licensors to protect their and others’ contractual, statutory, and common law rights in the Services and Content. You agree to notify Nearby immediately upon becoming aware of any claim that the Services or Content infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations, in each case relating to the Services shall, as between you and Nearby, at all times be and remain the sole and exclusive property of Nearby.

User Content

1. User Content.

All content submitted, posted, uploaded, distributed, or transmitted (“Posted”) by Users or Service Providers through the Services (collectively, “User Content”) is the sole responsibility of the person who submitted it. User Content includes, for Users, the details of your project request, your contact information, any ratings or reviews of Service Providers, and your messages, voice inputs, and other inputs to NIA, and, for Service Providers, your business profile, service descriptions, service categories, service area, licensing and credential information you elect to display, photographs of work samples, quotes, messages to Users, and any other content you make available through the Services. For clarity, subject to the license you provide to Nearby as set forth below, you retain your rights to any User Content you Post on or through the Services. These Terms do not grant you any right, title, or interest in Nearby’s Content, our Services, or other users’ Content on the Services.

2. Our License to Your User Content

Except for personally identifiable information, which is addressed by the Privacy Policy, when you Post User Content on or through the Services, you grant Nearby a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licenseable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels now known or developed in the future. To the extent any User Content you submit includes biographical information, including your name, likeness, voice, or photograph, you acknowledge and agree that this license shall apply to the same.

3. User Content Representations.

You acknowledge and agree that all User Content that you Post is your sole responsibility. You further represent and warrant that: (a) you have all rights, licenses, consents, and releases necessary to Post such User Content and grant the license above without violation of any third-party rights; (b) your User Content is accurate, current, and truthful to the best of your knowledge, including any project details Users submit and any credentials, licensing, service area, pricing, availability, or work-product photos that Service Providers submit; (c) any images that could reasonably be perceived to represent a Service Provider’s actual completed work (including before-and-after images) depict authentic work and are not generated by artificial intelligence tools or systems; (d) Users will submit thoughtful project requests with information sufficient for Service Providers to understand the project, and will not submit reviews or other content that comment on other Service Providers or Users other than in a Service Provider review; and (e) your User Content will not violate any applicable law. You understand that Nearby does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Nearby for all claims resulting from User Content you Post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.

4. User Content Review.

You acknowledge and agree that Nearby and its designees may or may not, at Nearby’s discretion, pre-screen User Content before its appearance on the Services, but that Nearby has no obligation to do so. You further acknowledge and agree that Nearby reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content. Without limiting the foregoing, Nearby and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in Nearby’s sole discretion. This is particularly true for User Content that infringes on the intellectual property rights of others. We reserve the right to terminate the account of any user that repeatedly infringes on the intellectual property rights of others. You acknowledge and agree that Nearby does not endorse, verify, adopt, ratify, or sanction, and is not liable for, any User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.

5. Feedback.

To the extent you submit any comments, suggestions, ideas, proposals, plans or feedback related to the Services or our business (“Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Nearby has no obligation (including of confidentiality or privacy) with respect to your Feedback. Any Feedback will be considered non-confidential and non-proprietary to you. By submitting the Feedback, you grant to Nearby a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback, without compensation to you. You hereby waive any and all moral rights or “droit moral” that you may have in Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Feedback.

Reviews and Ratings

The Services may allow Users to submit ratings, reviews, or other feedback about Service Providers, and may allow Service Providers to respond. If you post a review, you represent and warrant that the review reflects your genuine, honest, first-hand experience with the Service Provider based on services actually requested or received through the Services, that you have not been paid or otherwise compensated by Nearby, the Service Provider, or any third party in exchange for the review, and that the review has not been fabricated, incentivized, exchanged, coordinated, or generated in whole or material part by artificial intelligence tools. You will not undermine the integrity of the ratings and reviews system, including by trading reviews, offering or accepting payment or other benefit in exchange for reviews, posting reviews about yourself, your competitors, family members, or affiliated businesses, using multiple accounts to post reviews, or attempting to remove or suppress genuine reviews of you through legal threats or non-disparagement clauses. Nearby may, in its discretion, remove, edit, or refuse to display any review that violates these Terms, applicable law, or Nearby policies. Reviews reflect the opinions of individual Users and not Nearby, and Nearby does not adopt, endorse, or guarantee the accuracy of any review.

License and Prohibited Conduct

1. Your License.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services and Content only for your own internal, personal, or non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services. If you are a Service Provider, this license also permits you to use the Services to receive and respond to project requests and to promote your services through features Nearby provides for that purpose. The restrictions on commercial use in these Terms do not prohibit that permitted use. Nearby may revoke this license at any time, in its sole discretion. We may also create limits on the use or storage of User Content.

2. Prohibited Uses.

Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:

• Infringe on, remove, or alter any copyright, trademark, patent, trade secret, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy);
• Post, utilize, or otherwise make available any other party's intellectual property unless you have the right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the Services;
• Collect, Post, or store personal information of others without their consent.
• Post User Content or engage in any action that violates our Community Policy, which is incorporated by reference herein;
• Use the Services commercially, for benchmarking, or to compile information for a product or service;
• Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, create derivative works from, or offer for sale any Content or other information contained on or obtained from or through the Services, by any means except as permitted in these Terms or with the prior written consent of Nearby;
• Scrape, access, monitor, index, frame, link, or copy any Content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly available portions of the Services through a browser or accessing the Services through any API approved by Nearby;
• Violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
• Attempt to probe, scan or test the vulnerability of any Nearby system or network or breach any security or authentication measures;
• Post material that advocates illegal activity or discusses illegal activities with the intent to commit them;
• Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, malware, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling," "lock out," "metering" device or any malicious code);
• Post or do anything that could disable, overburden, or impair the proper working of the Services;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
• Post material that impedes or otherwise prohibits communication or disrupts user discussion;
• Post any trade secrets or other confidential information, or post any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
• Falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent your identity, qualifications, licenses, or services, or impersonate any person or entity in a manner that does not constitute parody;
• Use another person’s account without authorization, or create more than one User or Service Provider account without Nearby’s written permission;
• Solicit personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
• Send spam or other advertisements or solicitations, surveys, contents, pyramid schemes, promote commercial entities, or otherwise engage in commercial activity on or through the Services;
• Frame, inline link, or similarly display the Services or any portion of the Services;
• Interfere with any other party’s use and enjoyment of the Services, including by submitting a project request you do not intend to pursue, or circumvent any fees owed to Nearby; or
• Violate any applicable law or regulation.

Advertising Rights

Nearby reserves the right, at any time and in its sole discretion, to sell, license, and display advertising and sponsored placements within the Services (including sponsored Service Provider listings, promoted-placement products, and paid lead products), and Nearby and its affiliates will be entitled to retain any and all revenue generated from those advertising or sponsored offerings. Nothing in these Terms obligates Nearby to offer, sell, or continue any advertising, sponsored placement, or paid lead product. Where any Service Provider listing or search result is promoted or sponsored, Nearby will identify it as such in the applicable interface consistent with applicable law.

Legal Compliance

You acknowledge, consent, and agree that Nearby may access, preserve, and disclose your information and/or any User Content you submit or make available for inclusion on the Services, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by Nearby’s Privacy Policy or reasonably necessary or appropriate for any of the following reasons:

• to comply with legal process;
• to enforce these Terms, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof;
• to respond to claims that any Content violates the rights of third parties;
• to respond to your requests for customer service; and/or
• to protect the rights, property, or personal safety of Nearby, its agents and affiliates, its users, or the public. This includes exchanging information with other companies and organizations for fraud protection, spam/malware prevention, and similar purposes.

Copyright Policy

Nearby respects the intellectual property rights of others and asks that users of our Services do the same. If you believe any Content accessible on or from the Services infringes your copyright, you may request removal of that Content (or access to it) from the Services by submitting a DMCA Takedown Request through a written notification to our designated copyright agent at:

Nearby AI, Inc. Attn.: Legal Department 800 W. El Camino Real, Suite 420 Mountain View, CA 94040 Email: compliance@nearby.ai

To be effective, your written notice must comply with Section 512(c)(3) of the DMCA and include:

• An electronic or physical signature of the owner or authorized agent.
• Identification of the copyrighted work claimed to be infringed.
• A description of the infringing material with sufficient information to locate it (e.g., URL).
• Your contact details (name, address, phone, and email).
• A statement affirming a good faith belief that the disputed use is unauthorized.
• A statement made under penalty of perjury that the information provided is accurate.

Please be aware that if you knowingly materially misrepresent that Content or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures

If you believe that Content you Posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or access disabled.
• Your name, postal address, telephone number, and, if available, email address.
• A statement by you, made under penalty of perjury, that you have a good faith belief that the Content identified above was removed or disabled as a result of a mistake or misidentification of the Content to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which our Services may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.

Our designated agent to receive Counter Notices is:

Nearby AI, Inc. Attn.: Legal Department 800 W. El Camino Real, Suite 420 Mountain View, CA 94040 Email: compliance@nearby.ai

The DMCA allows us to restore the removed Content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that Content or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers of the DMCA.

Third-Party Links and Services; Third-Party Content

The Services may include

• Content provided by third parties (“Third-Party Content”); and
• links to third-party websites or resources. If you access third-party resources, you do so at your own risk. Nearby is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for
• any content or other materials on or available from such sites or resources,
• any errors or omissions in these websites or resources, or
• any information handling practices or other business practices of the operators of such sites or resources.

You further acknowledge and agree that Nearby shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms. You acknowledge and agree that Nearby does not endorse, verify, adopt, ratify, or sanction, and is not liable for, any Third-Party Content, and you agree that you must evaluate and bear all risks associated with your use of Third-Party Content or your reliance on the accuracy, completeness, or usefulness of Third-Party Content.

If you believe that any third-party website, service, or resource violates applicable law or may be inappropriate, please notify us at compliance@nearby.ai . We may review the linked content and can, at our sole discretion, remove the link from the Services. The inclusion of any such link is not indicate an endorsement or partnership between Nearby and the third-party.

However, in some cases, we partner with other persons, entities, or organizations (the “Partners”) to co-promote their services within the Services. In these cases, you are transacting directly with the Partners, not us. On those relevant pages or locations within the Services, the Partners’ brand is clearly visible, and their terms of service are posted or otherwise made available. When you transact with the Partners, you are bound by their terms of service in addition to remaining bound to these Terms.

Warranties and Disclaimers

THE SERVICES, THE CONTENT, AND THE PRODUCTS AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED BY NEARBY, ITS LICENSORS, ITS VENDORS OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, NEARBY DOES NOT WARRANT THAT: (i) THE CONTENT IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN NO EVENT SHALL NEARBY OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT NEARBY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE ABOVE, NEARBY WILL NOT BE LIABLE FOR DAMAGES ARISING OUT OF (A) SERVICES OFFERED, REQUESTED, OR PERFORMED BY ANY SERVICE PROVIDER, (B) YOUR COMMUNICATIONS OR INTERACTIONS WITH ANY USER OR SERVICE PROVIDER, (C) YOUR USE OF OR RELIANCE ON NIA OR ANY AI-GENERATED CONTENT, OR (D) PERSONAL INJURY, PROPERTY DAMAGE, OR EMOTIONAL DISTRESS ARISING FROM ANY OF THEM. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID TO NEARBY IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE, OR $100.

Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state or jurisdiction that permits the exclusion of these warranties and liabilities, then the limitations in this section specifically do apply to you.

Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NEARBY AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AND REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING) FROM AND AGAINST ANY CLAIM, DEMAND, ACTION, LOSS, LIABILITY, DAMAGE, JUDGMENT, SETTLEMENT, COST, OR EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF: (A) YOUR VIOLATION OF THESE TERMS OR THE PRIVACY POLICY; (B) YOUR VIOLATION OF APPLICABLE LAW; (C) USER CONTENT YOU SUBMIT, POST, OR TRANSMIT THROUGH THE SERVICES; (D) YOUR VIOLATION OF ANY RIGHT OF ANOTHER, INCLUDING CLAIMS FOR DEFAMATION; (E) YOUR COMMUNICATIONS, AGREEMENTS, TRANSACTIONS, OR DISPUTES WITH ANY USER OR SERVICE PROVIDER; OR (F) IF YOU ARE A SERVICE PROVIDER, THE SERVICES YOU OFFER OR PERFORM, YOUR FAILURE TO HOLD REQUIRED LICENSES OR INSURANCE, YOUR USE OR DISCLOSURE OF LEAD OR USER INFORMATION, OR THE ACTS OR OMISSIONS OF YOUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. YOU MAY NOT SETTLE ANY SUCH MATTER WITHOUT NEARBY’S PRIOR WRITTEN CONSENT.

Modification and Termination

1. Modification of Services.

Nearby reserves the right, at any time and without notice, to modify, suspend, limit, or discontinue any part of the Services (including the matching, notification, and masked-number features), to change the number, ordering, or timing of Service Providers a User is connected with, and to establish, modify, or enforce general practices, policies, and limits on use of the Services (including caps or throttles on project submissions, contacts, or leads). Users may cancel or close a project request at any time through the in-app cancellation or close-request function; once cancelled or closed, no further Service Provider contacts will be initiated by Nearby in response to that request, though Service Providers already engaged by the User outside the Services may continue to contact the User until the User instructs them to stop. Nearby is not liable to you or any third party for any modification, suspension, or discontinuance of the Services or for any effect of a cancelled or closed project request.

2. Termination.

These Terms are effective unless and until terminated by you or us. We may, in our sole discretion, with or without notice and with or without cause, limit, block, suspend, deactivate, or terminate your account or your access to all or part of the Services at any time, including for any actual or suspected violation of these Terms, applicable law, or Nearby policies, for fraud or abuse, for failure to hold required licenses or insurance (in the case of Service Providers), for repeated non-response or non-performance, or where Nearby determines that continued access poses a risk to Users, Service Providers, or the integrity of the Services. If we terminate your access, these Terms will terminate, your password may be disabled, you may lose access to the Services, your User Content, and any pending project requests or leads, you will not be entitled to any refund of fees paid, you will forfeit any unused credits, promotional balances, or lead balances except as required by applicable law, and Nearby may, in its discretion and where appropriate, notify affected Users or Service Providers that your account has been suspended or terminated and the general reason. Certain provisions of these Terms will survive termination, including without limitation the Mandatory Arbitration and Class Action Waiver Section. Termination of your account may also include, at Nearby's sole discretion, deletion of your account and User Content. You may terminate your account at any time by using the in-app account deletion or cancellation function or by contacting compliance@nearby.ai; termination does not relieve you of any obligations incurred before termination.

Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO OUR UNITED STATES USERS. IF YOU ARE A NEARBY USER LOCATED IN THE UNITED STATES, THIS SECTION APPLIES TO YOU.

1. Application.

You and Nearby agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to product availability, purchases, and advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small claims court claims, as provided below.

2. Initial Dispute Resolution.

Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at compliance@nearby.ai, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Nearby, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration.

3. Binding Arbitration.

If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties' relationship with each other, and/or your use of the Services or any services provided by Nearby shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions.

4. Arbitrator’s Powers.

Except as explicitly set forth in this Section, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

The rules governing the arbitration may be accessed at www.jamsadr.org or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Nearby to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Nearby will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases.

Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11).

The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

5. Location.

If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you, unless you and we both agree to another location or telephonic arbitration. You and Nearby agree to submit to the personal jurisdiction of any federal or state court in New Castle County, Delaware in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

6. Class Action Waiver.

The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND NEARBY 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 OR REPRESENTATIVE PROCEEDING. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies. If 25 or more similar demands for arbitration are filed against Nearby by or with the assistance of the same or coordinated law firms or organizations, the JAMS Mass Arbitration Procedures and Guidelines will apply to those demands. This paragraph does not authorize class, collective, or representative arbitration.

7. Exception.

Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction. Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court in your state and county of residence. Seeking such relief shall not waive a party’s right to arbitration under these Terms.

8. Right to Opt Out within 30 Days.

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to compliance@nearby.ai with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of (a) October 31, 2026; or (b) your first date of use of the Services under any version of these Terms containing this mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Nearby also will not be bound by them.

9. Changes to This Class Action Waiver Section.

Nearby will provide thirty (30) days' notice of any changes affecting the substance to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Nearby does not have actual notice are subject to the revised clause.

10. Survival.

This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.

Governing Law and Venue

These Terms shall be construed in accordance with and governed by the laws of the State of Delaware notwithstanding its conflicts of law principles. Except for claims subject to mandatory arbitration, any dispute arising out of these Terms or the use of the Services shall be initiated and conducted in the state or federal courts located in New Castle County, Delaware, and you and Nearby consent to the exclusive jurisdiction of such courts.

Some countries have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph doesn’t override those laws.

General Terms

1. Force Majeure.

Under no circumstances shall Nearby or its licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

2. No Waiver.

No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Nearby to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

3. Third-Party Beneficiaries/Relationship between the Parties.

You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. No agency or employment between you and Nearby is created as a result of the Terms or your use of the Services.

4. Statute of Limitations.

Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

5. Miscellaneous.

These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Nearby and govern your use of the Services, and supersede any prior agreements between you and Nearby on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Nearby without restriction. Any insurer, subrogee, or assignee of your claims is bound by these Terms to the same extent as you, including the liability limitations and arbitration provisions, and has no greater rights against Nearby than you have. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Nearby. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.

6. Notices.

We may deliver notice to you by email, by posting a notice through the Services, or by another method reasonably calculated to provide notice, and such notice will be effective when sent or posted. A notice you give to us will be effective when received and must be sent to: (1) Nearby AI, Inc., Attn.: Legal Department, 800 W. El Camino Real, Suite 420, Mountain View, CA 94040; or (2) compliance@nearby.ai.

7. Application License.

Subject to your compliance with these Terms, Nearby grants you a limited non-exclusive, non-transferable license to download and install a copy of Nearby mobile app on a device that you exclusively control and to run such copy of the app solely for your own personal use. Nearby reserves all rights in and to the app not expressly granted to you under these Terms. You will not run any version of the app on a jailbroken device. If you have downloaded our app, you agree to promptly download and install any new version that we make available through the iTunes App Store or Google Play store, as applicable. Some new versions may contain updated Terms. Some new versions may contain security fixes and service improvements, whether or not we disclose that they do; accordingly, failure to promptly update your version of the App may in some cases expose you to increased security risks or malfunctions in the Services.

8. Import and Export Jurisdiction.

Content and software from the Services may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with your use of the Services, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit Content or software from the Services, whether by way of a direct product or of such materials or products, software, or other technical information into which Content or software from the Services has been incorporated, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.

Notice for California Users

Under California Civil Code Section 1789.3, California users of the Services are entitled to the following consumer-rights notice: The Services are provided by Nearby AI, Inc., 800 W. El Camino Real, Suite 420, Mountain View, California 94040. If you have any questions, concerns, or complaints regarding the Services, please contact us at compliance@nearby.ai or by mail at Nearby AI, Inc., Attn: Legal Department, 800 W. El Camino Real, Suite 420, Mountain View, California 94040. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Questions

If you have any questions about these Terms, please contact us by email at compliance@nearby.ai.

iOS Terms

You acknowledge and agree that

• these Terms are binding between you and Nearby only, and Apple is not a party hereto, and
• as between Nearby and Apple, it is Nearby that is responsible for the app and the content thereof.

You must use the iOS app only on an Apple-branded product that runs iOS. Your use of the app must comply with the terms of use applicable to the Apple source from which you obtain it (including the Usage Rules set forth in the Apple App Store Terms of Service). You acknowledge that Apple has no obligation to furnish you with any maintenance and support services with respect to the app.

You acknowledge that Apple is not responsible for addressing any claims you have or any claims of any third party relating to the app or your possession and use of the app, including, but not limited to

• product warranty or liability claims;
• any claim that the app fails to conform to any applicable legal or regulatory requirement;
• claims arising under consumer protection or similar legislation; or
• claims that the app infringes a third party’s intellectual property rights.

In the event of any failure of the iOS version of the app to conform to any applicable warranty that has not been effectively disclaimed by these Terms, you may notify Apple, and Apple will refund the purchase price for the app (if any) to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the app, and, as between Apple and Nearby, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Nearby’s responsibility, but only to the extent provided by these Terms. Please read the entire Terms, as other sections of these Terms limit Nearby’s liability in this regard.