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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 22, 2019

Thank you for becoming a member of the Nearlist Community. Please read these Terms of Service carefully. By using Nearlist Services, or signing up for an account, you’re agreeing to these Terms of Service. This is a legal agreement. In addition, from time to time we may offer you the opportunity to participate in our referral program (the “Referral Program”). If you choose to participate in the Referral Program, you further agree to the terms and conditions of the Referral Program which can be accessed here and which are incorporated herein.

Nearlist is an interactive service (the “Service”) that connects individual customers with their favorite stores, restaurants, bars, and other local businesses that are signed up to use the Service (each a “Business”).

Any individual registered as a user of our Services (for “Customers”) can connect with any registered business (“Business”) that is using our Business Services (for information about our “Business Services” and “Business Users” please visit: http://business.nearlist.com) to publish one or more location profile pages (“Location Profiles”) to the Nearlist Community and Internet. Customers can search these Location Profiles to review general business information, see team profiles (“Business User Profiles”), browse Campaign posts, claim and redeem Coupons (as defined below), and send invitations to connect (“Connection Requests”) with specific business locations.

Individual Customers can send and accept invitations to connect with Businesses and create a personalized directory (“Directory”) of their favorite places (“Connections”). Once a Business and a User have connected, Businesses can post content, news, and promotions (“Campaigns”) on the User’s “What’s New” feed (“Feed”) to create publicly shared marketing campaigns, or privately exchange messages between individual Customer Connections (“Chat”) and any individual registered business user (“Business User”) assigned to the business location(s) that their Customers are connected to. In addition, Businesses can publish special offers (“Coupons”) to Users that may be shared, claimed, and redeemed when Customers connect with any of their published locations.

Any registered Business User can search all available Customer profiles (“Customer Profiles”) and use them to send Connection Requests from their assigned location or locations. Once a connection is made, Business Users can initiate Chat messages from these Customer Profiles. Customer Profiles are currently limited to the Customer’s name, profile photo, and city, and are intended to help Business Users effectively manage Connection Requests, Campaign inquiries, Coupons, and Chat communications.

1. Definitions

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

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

  • Our website at https://www.nearlist.com (the “Site”),
  • our corresponding “Nearlist” mobile application for customers (the “App”), and
  • our short link service available at https://nrl.st (the “Link Service”) that link to this Policy.

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

When we say “Nearlist”, “our”, “us” or “we” we are referring to Nearlist, Inc. When we say “you”, “your”, “user” or “member” we are referring to persons registered to use Nearlist Services. When we say “Nearlist Community” we are referring to all registered Customers, Businesses, and Business Users.

For information on our “Business Services” please visit: https://business.nearlist.com.

2. Changes

We may change the Service or any features of the Service at any time.

We may change any of the Terms by posting revised Terms of Services on the Site at https://nearlist.com/legal/terms/ and in the App. The new Terms will be effective immediately and apply to any continued or new use of Nearlist Services.

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.

Nearlist reserves the right to adjust and amend either plan type limits or fair usage limits related to Campaigns, Saved Items, Chat sessions, Connections, Connection Requests, or Invitation Emails.

3. Using Nearlist

To use the Services, you will first have to sign up and create an account via the “Nearlist” App. You’re responsible for keeping your account password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.

Once you have created an account, you can begin using the Services including the following main features and functions:

  1. Location Profiles: Businesses can publish one or more Location Profiles to the Nearlist Community and Internet. These Location Profiles include general business information such as address, hours of operation, and team profiles. Location Profiles also include a “What’s New” section that displays all Campaigns that have been posted to a published Business Location. You can like, share, inquire about, and save any Campaigns posted to the “What’s New” section of any Location Profile. Public versions of business’s Nearlist Location Profiles, and related Campaign posts, are provided via the Site to facilitate sharing via web browsers, and enable them to be found via Internet search. The like, inquire, and save features are not available on Campaigns posted to the Public versions of Location Profile pages. When a new Location Profile is published in or around the zip code associated with your account, you will automatically receive a Connection Request for that location.
  2. Business Connections: If you or a Business User accepts a Connection Request then the Business location becomes a Connection, and is added to your personal Directory of Business Connections. Either party can remove a pending Connection Request or a current Connection. When a connection is removed any related Campaigns will no longer be displayed in your Feed and Saved Items page. Chat sessions with staff assigned to the impacted location will be deleted, unless you are connected to other locations published by that Business, and have Chat sessions with Business Users assigned to both the removed location, and one or more of the other locations you are connected to. Claimed Coupons that have not yet expired can still be redeemed whether you disconnect from one or all of that Business’s Locations.
  3. What’s New Feed: You control which businesses are allowed to post Campaigns to your Feed. If a Business has multiple Location Profiles, some Campaign posts may only be posted to the Business Locations you are connected to, while others may be posted to all Business Locations. In addition, some Campaign posts may only be available to certain individuals, or groups of Customers, in order to provide more personalized news and promotions. Customers can bookmark (“Save”) any Campaign posted to their feed to their “Saved Items” page. If a Business removes a posted Campaign it will no longer be displayed in your Feed and it will be removed from your Saved Items if you had previously saved it. Public versions of business’s Campaigns are provided via the Site to facilitate sharing via web browsers, and enable them to be found via Internet search. The like, inquire, and save features are not available on these Public versions of Campaigns.
  4. Coupons: By connecting with Businesses on Nearlist you may have the opportunity to claim and redeem Coupons that those Businesses have published. If a Business has multiple Location Profiles, their published Coupons can be redeemed at any of the corresponding physical Business Locations, unless otherwise specified by the Business on the Coupon. Coupons can only be redeemed by Customers via the Nearlist App while visiting one of the Business’s physical locations. Customers must present the “Redeem Now” screen for each Coupon they wish to redeem to an authorized staff member at one of the Business’s locations, and allow them to tap the “Business Confirmation” button to mark the Coupon as redeemed. All Coupons automatically expire 30 days after they are claimed by a Customer. The following Coupon types may be published by any Businesses using Nearlist:
    • Birthday Coupons: Businesses can automatically send “Birthday Coupons” to Customers connected to any of their locations on their birthday. The birthday and month provided by Customers when they sign up for Nearlist can only be updated once using the mobile application.
    • Referral Coupons: Businesses can automatically reward Customers connected to any of their locations for sharing “Referral Coupons” with anyone who is not connected to their Business. Referees must connect with the Business using a unique URL sent to them by the referrer to claim their Referral Coupon. The unique URL is specific to the combination of the referrer and Coupon, and can only be used once. When Referees claim their Referral Coupon, the referrer will automatically receive the same Referral Coupon to thank them for their referral. Referrers can only redeem one earned Referral Coupon per 12-hour period for any given Business.
    • Nearby Coupons: Businesses can automatically make “Nearby Coupons” available to Nearlist App users that are not connected to any of their Business Locations when their mobile device is within one (1) mile of any of their Business Locations, and only if they have expressly enabled precise location tracking for the Nearlist App. To claim a Nearby Coupon, Customers must connect with the Business that has made that coupon available. The Customer can then redeem that Business’s Nearby Coupon. If the Business has multiple locations on Nearlist, then the Customer will be automatically connected to the closest location that is within one (1) mile of the Customer’s mobile device.

    All Coupons made available to Customers using the Nearlist Service are promotional only, and have no cash value. Such Coupons are made available directly by the Business providing such Coupons, and not Nearlist, and can only be redeemed for the applicable goods or services as determined by the Business. The Business, not Nearlist, is the provider of the Coupons and the related goods and services, and is solely responsible for redeeming any non-expired Coupons that you have legitimately claimed. You understand and agree that Nearlist will have no liability if a Business refuses or fails to honor any Coupon that you have legitimately claimed and your only recourse for failure or refusal to honor a Coupon will be against the Business and not Nearlist. Any attempt to redeem a Coupon that is not consistent with the additional terms and conditions below, or any other restrictions imposed by the Business or Nearlist will render the Coupon void:

    • Coupons are nontransferable.
    • Reproduction or sale of any Coupon is prohibited.
    • Coupons may not be cashed out or transferred into any other medium of exchange.
    • Coupons cannot be combined with any other coupons, rewards, offers, promotions, vouchers, or third-party certificates unless otherwise specified by the Business.
    • Redemption frequency for Coupons is determined by Nearlist and may vary by Coupon type (“Redemption Frequency”).
    • Connecting and disconnecting from Businesses and/or creating multiple accounts with Nearlist in order to claim and redeem the same Coupon multiple times in violation of Nearlist’s Redemption Frequency is prohibited.
    • Use of Coupons relating to alcoholic beverages is at the sole discretion of the Business and is subject to compliance with applicable law
    • Use of Coupons relating to medical or dental devices and treatments is at the sole discretion of the Business and is subject to compliance with applicable law
    • Coupons that are claimed through the use of fake Nearlist accounts, or duplicate accounts for the same individual, are prohibited and will result in such accounts being suspended.
    • Coupons are void to the extent prohibited by law.

    Any Businesses may terminate their Business Services at any time. Nearlist also reserves the right to terminate a Business’s participation with the Business Services at any time. Upon termination of the Business Services, for whatever reason, all Coupons will become null and void and will not be redeemable for any good, service, or any other value, financial or otherwise.

  5. Chat: Connecting with a Business also allows you to privately exchange in-app chat messages with any Business User assigned to a business location you are connected to. Chat sessions are private communications between a Customer and a Business User who are each identified by their profile information and are subject to Section 10 herein. It is Nearlist’s standard practice to use reasonable efforts to retain transcripts and uploaded image files for Chat sessions (“Chat Content”) for a period of twelve (12) months after the date of the last message; however, Nearlist reserves the right to retain Chat Content for longer or delete Chat Content earlier. You are solely responsible for maintaining independent archival and backup copies of any Chat Content that you wish to keep and you acknowledge that the functionality provided by the Service is not an archive and Nearlist shall have no liability to you or any other person deleting your Chat records or for loss, damage, or destruction to any Chat Content. If a published location you are connected to is removed, Chat sessions with Business Users assigned to that removed location will be deleted, unless you are also connected to other locations published by that Business, and have Chat sessions with Business Users assigned to both the removed location, and one or more of the other locations you are connected to. If a Business User is removed from a published location you are connected to, all related Chat Content will be deleted, unless the Business user is assigned to other locations published by that Business that you are still connected to. By agreeing to these Terms you expressly consent being contacted by Chat. 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 a Chat. You also understand that you may elect not to engage in a Chat at any time. You acknowledge that a Chat is not a text message or an autodialed call.
  6. Content Sharing: The Site, App and some system emails have features and widgets that allow you to share Nearlist marketing material, Location Profiles, Campaigns, and Coupons (“Messages”) with others via the following methods: Facebook, Twitter, Instagram, Email and Chat. A unique https://nrl.st URL will be included for each shared Location Profile, Campaign and Coupon so this Nearlist content can be viewed by anyone on a mobile or desktop web browser via the Site. You agree that any such functionality is provided only as an automated conveyance system and that you are the sole sender of any such Messages. All Messages are sent in your name and you are solely responsible for the specific Message(s) you send, including any comments included in the body of the Message. When a Location Profile, Campaign, or Coupon is removed by a Business, the associated www.nearlist.com page will indicate that the page content cannot be displayed as it is no longer available. From time to time, Nearlist may allow you to invite others (who are currently not registered Users of our Services) (the “Recipient”) to use the Services by providing you with a pre-filled message for an invitation (collectively, the “Invitation”). If you choose to use the Invitation, you understand, represent and agree that (i) you will be directed out of the App to your mobile phone’s native messaging service (the “Messaging Service”); (ii) you may choose to modify the Invitation before sending to a Recipient; (iii) you are the sender of the Invitation and are responsible for all content of an Invitation (sent in its original language or as modified by you) that you send to a Recipient; (iv) as you have sole discretion as to which Recipient will receive the Invitation, you will only send Invitations to Recipients who are your known contacts; (v) you are solely responsible for any fees charged by your wireless provider in connection with any Invitation that you send via your Messaging Services to Recipients; (vi) you will not use or send an Invitation to harass, stalk, threaten, spam, violate the privacy of or otherwise cause any distress to Recipients; and (vii) you will not send multiple Invitations to the same Recipient or use the Invitation (modified or otherwise) to send unwanted messages to Recipients.
  7. 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 into the app. Through your account, you will initiate and send one Invitation and authorize your account to send one Invitation reminder email, to each business Contact 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 your Contact email is already associated with a Nearlist Business Account, you have already sent an Invitation to the provided Contact email, or the Contact email you provided has been unsubscribed from receiving Invitations to connect on Nearlist from registered Customers. 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. From time to time, Nearlist may, in its sole discretion, provide Customers with the opportunity to participate in its Referral Program and receive gift cards to various locations in exchange for sending Invitations to new local businesses. All terms and conditions for the Referral Program can be accessed here and by opting to participate in the Referral Program you represent and warrant that you (a) understand all terms of the Referral Program, and (b) agree to abide by all terms of the Referral Program.
  8. 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. Our Site provides access to shared content and to our support team, but does not currently provide access to the other listed functions.

4. Eligibility

In order to use Nearlist Services, you must:

  • Be at least thirteen (13) years old;
  • Complete the registration (“Sign Up”) process;
  • Agree to the Terms; and
  • Provide true, complete, and up to date account information.

By using Nearlist, 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 Nearlist Services and continues for as long as you use the Services. Clicking the “Done” button after completing the “Sign Up” registration forms in the App means that you’ve officially “signed” these Terms of Service and accepted our Privacy Policy.

6. Closing Your Account

You or Nearlist may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Services to you at any time, with or without cause, or we may treat your Customer account as "inactive" if you don’t log into your account for 12 or more months.

If this agreement is terminated, or your account becomes suspended or inactive, we may permanently delete your Customer account and all the data associated with it including your Customer Profile, Saved Items, Connections, Connection Requests, Chat Content, and in-app notifications.

The rights and obligations of the parties set forth in these Terms which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, including, but not limited to, Sections 2, 5 and 8 - 18 will survive any 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 Services, and all text, content and documents on the Site, the App, the Link Service, any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Service, including the Nearlist Marks (as defined herein), and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Site, the App, the Link Service (the “Nearlist Property”) are owned by Nearlist, Inc. and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “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, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of Nearlist (collectively, the “Nearlist Marks”).

You are not permitted, directly or indirectly, to (a) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), create derivative works based on the Nearlist Property; (b) copy the Nearlist Property or engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of Nearlist and/or the copyright owner; (c) distribute, display (except as permitted herein), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Nearlist Property or Submitted Content (as defined herein) in whole or in part; or (d) remove any proprietary notices or labels on the Nearlist Property.

Subject to the terms and conditions of these Terms and our Acceptable Use Policy, herein, we grant you a license to use the Service, including accessing and viewing Nearlist Property, for your personal, noncommercial use to allow you to interact with Businesses, and engage with other Users and/or access other Users’ content as expressly permitted by the features of the Service, or use the Service for business use, subject to the Nearlist Business 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.

9. Restrictions; User Agreement

You may only use Nearlist Services in a manner that is consistent with the following Nearlist guidelines (our “Acceptable Use Policy”):

You shall not scrape or download any content, including any Nearlist Property from the Services, including through the use of any engine, software, tool, agent, device, or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools, or the like).

Nearlist reserves the right, but is not obligated, to remove any Location Profile, Campaign, Saved Item, Chat, Connection, Connection Request, Invitation Email, Customer Note, or user profile content for any reason or for no reason. Nearlist may also permanently or temporarily terminate or suspend your Customer Account without notice and liability for any reason, including if, in our sole determination, you violate any provision of these Terms.

You understand and agree that (i) your use of the App is conditioned upon your acceptance of the terms of this Agreement; (ii) the App contains copyrighted material, trade secrets, and other proprietary materials of Nearlist and its licensors; (iii) you will only use the App to access and/or use the Services; (iv) you will not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service; (v) you will not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with us; (vi) you will not use any software or hardware that reduces the number of Users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware); (vii) you will not lend, lease, rent or sublicense the App; (viii) you will permit us to send and deliver updates and notifications to you as part of your use of the App; (ix) you will allow the App to automatically download and install updates from time to time from us which are designed to improve, enhance and further develop the App and may take the form of bug fixes, enhanced functions, new software modules and completely new versions; and (x) in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (A) decompile, disassemble or reverse engineer the App; (B) modify or create derivative works of the App; (C) use the App in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (D) transmit the App or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (E) sell, distribute, rent, lease, sublicense or otherwise transfer the App to a third party; or (F) use components of the App to run applications not running on the App.

You represent and warrant that (w) all information provided by you to Nearlist, is truthful, accurate and complete; (x) you will comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services, App or Site; (y) you shall comply with all terms and conditions of this Agreement; and (z) if you provide us with a phone number, such phone number is your personal and own mobile phone number and you are authorized to provide it to us and use it in connection with the Services.

10. Submitted Content

You are solely responsible for the information, and other content, including content you provide in Chat sessions, video content and textual content, that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, "post") on the Service or transmit to other Users, including emails, videos, photographs, voice notes, recordings or profile text, whether publicly posted or privately transmitted (collectively, the “Submitted Content”). You understand the Site and App is available to the public. Therefore any information you consider confidential should not be posted to the Site or App. We do not share or post your information; provided, however, you understand and agree that by posting Submitted Content, we may reveal your identity and whatever information we know about you to other Users or any law enforcement agent or official in the event of legal action arising from your conduct in using the Services and/or any Submitted Content posting by you. Your participation in on-line communications occurs in real time and is not edited, censored, or otherwise controlled by us. We cannot and do not screen content provided by you or any other User to the Site, the App or through the Services. Notwithstanding the foregoing, we reserve the right to monitor content on the Site and App and to remove content, which we, in our sole discretion, determine to be harmful, offensive, or otherwise in violation of this Agreement or our operating policies for Users. You may send and receive electronic mail, engage in conferences and chats, download and upload files and otherwise use Site and App as permitted by this Agreement, our operating policies and applicable law. Our operating policies relating to online conduct, storage and deletion of email and uploaded files, conferences, and other matters are available online on the Site. We reserve the right in our sole discretion to change such policies at any time. Uploaded files may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them.

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

  • infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party;
  • violates any law, statute, ordinance or regulation;
  • you should know is harmful, threatening, abusive, harassing (sexually or otherwise), tortious, defamatory, vulgar, racist, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable;
  • adversely affects or reflects negatively on Nearlist’s and our Affiliates’ goodwill, name or reputation or causes duress, distress or discomfort to Nearlist or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site or App, or from advertising, liking or becoming a supplier to use in connection with the Site or App;
  • send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”;
  • transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information;
  • falsely report to an employee or agent of Nearlist;
  • circumvent, disable or otherwise interfere with security-related features of the Site, the App or its features that prevent or restrict use or copying of any content;
  • intercept or attempt to intercept email or other private communications not intended for you;
  • causes the Site and/or App to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages;
  • requests money from, or is intended to otherwise defraud, other Users of the Site, App or Service;
  • contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
  • provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
  • impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
  • posts or transmits any message, data, image or program which is indecent, obscene or pornographic;
  • uses the Site or App to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others; and/or
  • deletes any author attributions, legal notices or proprietary designations or labels in a file that you upload to the Site or App.

While it is not our intent to discourage you from reporting problems about the Services, nonetheless, we reserve the right to take such actions as we deem appropriate and/or to remove any content from the Site and App at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have breached any term of this Agreement), or for no reason at all.

By posting any Submitted Content on the Site or the App or as part of the Services, you automatically grant (or warrant that the owner of such content has expressly granted) to us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit, alone or as part of other works in any form, media, or technology whether by any means and in any media now known or hereafter developed, in connection with the Services and to sublicense such rights through multiple tiers of sublicenses. You further acknowledge and agree that your name, likeness may be associated your Submitted Content and you hereby grant us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name, likeness in association with your Submitted Content. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You hereby agree to also grant each User a non-exclusive license to access your Submitted Content through the Site and/or the App, and to use, reproduce, distribute, display and perform such Submitted Content as permitted through the functionality of the Site, the App and under this Agreement. Further, when you post any Submitted Content on the Site and/or the App, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site. You may remove any Submitted Content you post from the Site and App at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of the Submitted Content. In the event we allow you to provide feedback, suggestions or comments (collectively, “Feedback”) to us in connection with the Site, the App and/or the Services, you agree that no compensation will be paid to with respect to our use of your Feedback.

11. Copyright Policy

Nearlist has adopted and implemented the following “Copyright Policy” in accordance with the Digital Millennium Copyright Act. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide us with the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
  • Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Nearlist’s Copyright Agent to receive DMCA Takedown Notices is Nearlist Support: support@nearlist.com.

For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the App. You acknowledge that in order for Nearlist to be authorized to takedown any Content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

12. Third-party Links, Sites and Services

The Service is designed to 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 from the Service, you do so at your own risk and you agree that Nearlist will have no liability arising from your use of or access to any third-party website, service, or content.

13. Disclaimers

THE SERVICE, INCLUDING WITHOUT LIMITATION ALL CONTENT AND OTHER SUBJECT MATTER INCLUDED WITHIN THE 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 AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

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, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, OR ANY PERSONAL INJURURY OR PROPERTY INJURY, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; OR (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES. IN NO EVENT SHALL NEARLIST’S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). THE SITE, THE APP AND THE SERVICES ARE CONTROLLED AND OFFERED BY US FROM OUR FACILITIES IN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATIONS THAT THE SITE, APP OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR APP FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

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 WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY 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, IN CONNECTION WITH THE FOREGOING, 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.”.

YOU (A) ASSUME ALL RISKS OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE SERVICE; AND (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE NEARLIST, AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SERVICE; AND (D) YOU VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST NEARLIST FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF NEARLIST AND ITS AGENTS AND EMPLOYEES. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS NEARLIST AND ITS AFFILIATES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEY'S 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 INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE OR THE APP USING YOUR ACCOUNT.

15. Dispute Resolution; Arbitration; Choice of Law

PLEASE READ CAREFULLY – THIS AFFECTS YOUR RIGHTS

YOU AGREE THAT BY USING THE 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 THE SUBJECT MATTER OF THESE TERMS, YOUR USE OF THE SERVICES, OR YOUR AND EACH OF THE SERVICE PARTIES’ DEALINGS WITH ONE ANOTHER SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION. 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 JUDICIAL ARBITER GROUP, INC. (“JAG”) USING ONE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF JAG ARBITRATORS IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF JAG. IF JAG IS UNABLE OR UNWILLING TO ARBITRATE A DISPUTE, THEN THE DISPUTE MAY BE REFERRED TO ANY OTHER ARBITRATION ORGANIZATION OR ARBITRATOR THAT YOU AND EACH OF THE SERVICE PARTIES AGREE UPON IN WRITING OR THAT IS APPOINTED PURSUANT TO SECTION 5 OF THE FEDERAL ARBITRATION ACT. FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, THE ARBITRATOR, YOU, AND APPLICABLE SERVICE PARTY MUST ABIDE BY THE FOLLOWING RULES: (A) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS; AND (B) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES, AND THE HEARING (IF ANY) MUST TAKE PLACE IN LAS VEGAS, NEVADA. THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.

THERE IS NO JUDGE OR JURY IN ARBITRATION. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT AND REVIEW BY A COURT IS LIMITED. NEITHER YOU NOR THE APPLICABLE SERVICE PARTY WILL BE ABLE TO HAVE A COURT OR JURY TRIAL OR PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. YOU AND EACH OF THE SERVICE PARTIES UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU AND EACH OF THE SERVICE PARTIES ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OF USE, YOUR USE OF THE SERVICE, OR YOUR AND THE APPLICABLE SERVICE PARTY’S DEALINGS WITH ONE ANOTHER 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 OTHER THAN THOSE SET FORTH IN SUCH STATE’S STATUTE OF LIMITATIONS LAWS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF SUCH STATE SHALL APPLY.

YOU AND EACH OF THE SERVICE PARTIES AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THE ARBITRATION PROVISION—I.E. WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION—SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THESE TERMS 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 FOR A GIVEN DISPUTE, THEN THE PROCEEDING MUST BE BROUGHT EXCLUSIVELY IN THE STATE COURTS OF COMPETENT JURISDICTION LOCATED IN SAN FRANCISCO, CALIFORNIA OR THE UNITED STATES DISTRICT COURT LOCATED IN SAN FRANCISCO, CALIFORNIA, AS APPROPRIATE, AND YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSE OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU STILL WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PROCEED IN A CLASS OR COLLECTIVE ACTION, AND REMAIN BOUND BY ANY AND ALL LIMITATIONS ON LIABILITY AND DAMAGES INCLUDED IN THESE TERMS. THIS ARBITRATION AGREEMENT WILL SURVIVE TERMINATION OF YOUR USE OF THE SERVICE AND YOUR RELATIONSHIP WITH EACH OF THE SERVICE PARTIES. THIS ARBITRATION AGREEMENT INVOLVES INTERSTATE COMMERCE AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1-16 (“FAA”), AND NOT BY STATE LAW. 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 Service shall be deemed solely based in California; and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Nearlist, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. In the event that the arbitration provision above is held to be unenforceable, you and Nearlist each agree to submit to the personal jurisdiction of a state court located in San Francisco, California or the United States District Court for the Northern District of California, for any actions for which either party retains the right to seek injunctive or other equitable relief, as further described in the Arbitration provision above.

17. General Terms

Nearlist may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, “push” mobile notification, written or hard copy notice, or through posting of such notice on our website, as determined by Nearlist at our sole discretion. Nearlist reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in these Terms and our Privacy Policy. Nearlist may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Terms in a material manner, we will update the “last updated” date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these Terms or to any future Terms of Service, do not use or access (or continue to access) the Service. Nearlist is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Nearlist without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms, together with any amendments and any additional agreements you may enter into with Nearlist in connection with the Service, shall constitute the entire agreement between you and Nearlist concerning the Service. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Nearlist’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Mobile Software

We make available the App to access the Service via a mobile device. To use the App you must have a mobile device that is compatible with the App and also agree to the following:

You acknowledge that this Agreement is between you and Nearlist and not with Apple, Inc., or Google, Inc., each of which may have its own terms and conditions to which you must agree before downloading the App. You agree to comply with all applicable agreements, terms and conditions of use or service, and other policies of Apple, Inc., or Google, Inc. (“Usage Rules”). The license granted to you for the App is limited to a non-transferable license to use the App on a Device that you own or control and as permitted by the Usage Rules. You agree that Apple, Inc., or Google, Inc., are each a third party beneficiary of this Agreement and will have the right to enforce this Agreement. You are solely responsible for providing and paying for the costs for any Device and any mobile voice, data and/or other service plans used in connection with the App.

Nearlist is solely responsible for any product warranties for the App (but not any Campaign or any product contained in any Campaign content), whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of App to conform to any applicable warranty, you may notify Apple, Inc., or Google, Inc., and Apple, Inc., or Google, Inc., (as applicable) will refund the purchase price for App to you, if applicable. To the maximum extent permitted by applicable law, neither Apple, Inc., or Google, Inc., will have any other warranty obligation whatsoever with respect to App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Nearlist’s sole responsibility.

Nearlist and you each acknowledge that, in the event of any third party claim that App or your possession and use of App infringes that third party’s intellectual property rights, Nearlist, not Google, Inc., or Apple, Inc., will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Nearlist’s contact information for any end-user questions, complaints or claims with respect to the Site, App, and Link Service is support@nearlist.com.