Terms of Service

Last updated: September 23, 2026

These Terms of Service ("Terms") are a legal agreement between you (the business or person using the service, "you" or "Customer") and Nearby Notify LLC, a Colorado limited liability company, operator of Nearby Notify ("Nearby Notify", "we", "us", or "our"). They govern your access to and use of the Nearby Notify website, application, and related services (together, the "Service").

1. Acceptance of these Terms

By creating an account, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you are using the Service on behalf of a business, you represent that you are authorized to bind that business, and "you" includes that business. If you do not agree, do not use the Service.

You must be at least 18 years old and able to form a binding contract to use the Service.

2. Definitions

• Subscriber — a person who has joined your contact list to receive messages from you.
• Subscriber Data — information about your Subscribers that you collect, import, or store in the Service, such as names, email addresses, phone numbers, and locations.
• Customer Content — everything you create, upload, send, or store through the Service, including Subscriber Data, message content, images, and settings.
• Messages — the emails and text messages you send through the Service.

3. The service

Nearby Notify is software that helps mobile and location-based businesses collect contacts and send them geographically targeted email and text-message announcements. We provide the tools; you decide who to contact, what to say, and when to send it. We do not review, approve, or endorse your Messages or Customer Content before they are sent.

We may add, change, or remove features at any time. We aim to keep the Service available but do not guarantee it will be uninterrupted or error-free.

4. Your account

You are responsible for your account, for keeping your password secure, and for all activity that happens under your account. Tell us promptly at the address in Section 19 if you suspect unauthorized use. You must provide accurate information and keep it current. One person or business per account unless we agree otherwise in writing.

5. Your responsibilities and acceptable use

You are solely responsible for your Customer Content and your Messages, and for ensuring they comply with all applicable laws. You agree that you will not, and will not allow anyone else to:

• send Messages to anyone who has not given you the consent required by law (see Section 6);
• send unlawful, deceptive, harassing, threatening, defamatory, obscene, or infringing content;
• send content promoting illegal goods or services, or any category a carrier or our providers prohibit (for example, and without limitation, illegal drugs, certain regulated financial or gambling offers, or sexually explicit material);
• upload lists you bought, rented, scraped, or otherwise did not collect yourself with proper consent;
• impersonate any person or business, or misrepresent who is sending a Message;
• send Messages without a working unsubscribe mechanism and required sender identification;
• use the Service to send spam, or in any way that harms the deliverability or reputation of our systems or our other customers;
• attempt to breach, probe, or circumvent the security or access controls of the Service, or access data that is not yours;
• reverse engineer, resell, or provide the Service to third parties except your own end recipients;
• overload or interfere with the Service, or use it to build a competing product.

You represent and warrant that you have all rights and consents necessary for the Customer Content you submit and the Messages you send.

6. Consent and messaging compliance

Compliance with messaging law is your responsibility, not ours. Depending on where you and your recipients are, this may include the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), carrier and industry requirements for application-to-person (A2P / 10DLC) texting, state privacy and consent laws, and similar laws elsewhere.

By sending Messages through the Service you confirm that, for every recipient:

• you have obtained and can document the consent that the law requires — including, for text messages, prior express written consent where it applies;
• you honor opt-out requests promptly, and you will not message anyone who has opted out;
• your Messages accurately identify you and include the disclosures the law requires.

Texting is a paid add-on that runs through our messaging provider, on a number we obtain for you, and we file the carrier registration on your behalf. Doing so does not transfer responsibility for consent or content to us, and we may suspend texting on an account that generates excessive complaints, opt-outs or carrier violations, because a shared sending reputation is involved. If instead you connect your own messaging account, you are separately bound by that provider's terms and by carrier registration requirements. Either way you remain responsible for having the consent the law requires, for what your Messages say, and for honoring opt-outs. We provide tools to help you include unsubscribe links and honor opt-outs, but we do not and cannot verify that your consent or your content is lawful, and we are not responsible for your failure to comply.

7. Data roles (controller and processor)

As between you and us, you are the controller of Subscriber Data and we are your processor. You decide what Subscriber Data to collect and how it is used; we process it on your behalf to provide the Service. You are responsible for having a lawful basis to collect and use Subscriber Data, for providing your Subscribers with any required privacy notice, and for handling their data-rights requests. We handle Subscriber Data as described in our Privacy Policy.

8. Third-party services

The Service relies on third parties, including for hosting, payments, email delivery, text delivery, and AI features. Your use of the Service may be subject to those providers' terms, and their availability, acts, and omissions are outside our control. We are not liable for third-party services, and integrating your own accounts (such as a texting account or a calendar) is at your own risk and subject to those providers' terms.

AI-assisted features generate suggested content from the information you provide. AI output can be wrong, and you are responsible for reviewing everything before you send it. We make no guarantee about the accuracy, quality, or suitability of AI-generated content.

9. Fees, billing, and renewals

• Free month. New businesses get one free month of the email plan, once per business. No payment method is needed to start it: it begins with your first notification email, or the day a payment method is added, whichever comes first. When it ends the email plan begins billing automatically if a payment method is on file, unless you cancel before then; with no payment method on file, sending stops until one is added. Cancelling during your free month means the email plan is never charged. If you choose annual billing, your free month runs first and the annual charge is made the day it ends.
• Texting is not part of the free month. The texting add-on is billed from the day you add it, monthly, including during your free month, and the one-time texting registration fee is charged at the same time (see "Texting registration" below).
• Subscriptions. Paid plans are billed in advance on a recurring basis (monthly or annual) through our payment processor. Plans renew automatically until cancelled.
• Cancellation. You can cancel at any time; cancellation takes effect at the end of the current billing period. Access continues until then.
• Refunds. Fees are charged in advance and are generally non-refundable: cancelling stops the next charge, and you keep the service you have already paid for until the period ends. The cases below are the exceptions, and we honor them. Refunds go back to the card that was charged and usually appear within five to ten business days. Refunding one request does not oblige us to refund a different one, except where these Terms say otherwise.
• Mistakes and duplicate charges. If you were charged twice for the same thing, charged after you cancelled, or charged for something you did not receive, we refund it in full. There is no time limit on this and you do not need a reason — tell us at the address in Section 19.
• Your first paid invoice. Within 14 days of your first paid invoice, ask and we will refund it in full and end the subscription. Once per account.
• Monthly plans. Apart from that first invoice, monthly fees are not refunded for partial months, unused sends, or a downgrade. If you are stopping for the season, the paused plan exists so that you do not have to cancel and start over.
• Annual plans. If you want out of an annual term early, you can either keep the service through the date you paid for, or ask us to end it now and refund the whole months you have not used, at one twelfth of what you paid for each unused month. The month in progress is not refunded, and the refund ends your access on the day we issue it. Ask before you delete the account: deleting cancels the subscription immediately, and once the account is gone we cannot work the refund out.
• Texting registration. The one-time carrier registration fee is refundable in full at any time before we file your registration with the carriers. Once we have filed it, we have already paid the carriers more than the fee and it is not refundable, including if the carriers reject a registration because of information you gave us.
• Overage. Overage is charged for messages actually sent, so it is not refunded. Sends that failed because of us are covered below.
• The free month. Cancel during your free month and the email plan is never charged, so there is nothing to refund for it. Texting added during the free month is billed from the day it is added and is treated like any other monthly fee under these Terms. The one-time texting registration fee is governed by the paragraph above.
• If the Service fails. If we do not send Messages we should have sent, or the Service is unusable for an extended period, we will refund what you were charged for the affected sends, and the billing period itself if the failure cost you the use of it. That refund is your remedy; Section 13 limits our liability for anything else, including lost sales.
• Usage limits and overage. Your plan includes a monthly email allowance, measured per calendar month. Sending does not stop when you reach it. By default, sending past the allowance carries on and is charged at the posted overage rate, added to your next invoice. Billing carries a setting that stops sending at the allowance and emails you instead; until you change it, the default described here is what applies. Sending remains subject to the acceptable-use and deliverability protections in these Terms, and to any sending limit set on your account. During your free month, sending stops at the included allowance, and nothing sent during it is billed as overage. Texting works the same way during the free month: it stops at the add-on's included credits rather than charging for extra.
• Texting. Texting is an optional paid add-on that includes a monthly allowance of SMS credits, with further credits charged at the posted rate. One credit is one message segment as billed by the underlying carrier — a message longer than roughly 160 characters, or containing emoji or other non-standard characters, uses more than one credit. The Service shows the credit cost of a message before you send it. Allowances do not roll over between months.
• Price changes. We may change prices; we will give notice, and changes apply from your next billing period.
• Taxes. Fees are exclusive of taxes, which are your responsibility.
• Failed payment. If a charge fails, we may suspend sending until it is resolved. Losing the ability to send does not delete your list.

10. Suspension and termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms, if your sending threatens the security, legality, or deliverability of the Service or others, if required by a provider or by law, or for non-payment. Where practical we will try to warn you first, but we may act immediately to protect the Service, our other customers, or third parties.

On termination your right to use the Service ends. You may request an export of your Customer Content for a reasonable period after termination, after which we may delete it. Sections that by their nature should survive termination (including Sections 5, 6, 11, 12, 13, 14, 15, and 16) will survive.

11. Intellectual property

We own the Service and everything in it except your Customer Content, including its software, design, and trademarks. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription, for your own business. You own your Customer Content. You grant us a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Content only as needed to provide, secure, and improve the Service and to send the Messages you direct. If you send us feedback, we may use it without obligation to you.

12. Disclaimers

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, secure, or error-free, that Messages will be delivered, opened, or not marked as spam, that geographic targeting will be exact, or that AI-generated content will be accurate or suitable. You use the Service at your own risk.

13. Limitation of liability

To the fullest extent permitted by law:

• we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business, even if we were advised such damages were possible; and
• our total liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (a) the amount you actually paid us in the twelve months before the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

These limits apply regardless of the theory of liability and even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

14. Indemnification

You will defend, indemnify, and hold harmless Nearby Notify and its owners, operators, employees, and providers from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Content or Messages; (b) your use of the Service; (c) your violation of these Terms or of any law, including messaging, consent, privacy, and anti-spam laws; or (d) your violation of the rights of any Subscriber or third party. We may take over the defense of any matter subject to indemnification, at your expense, and you will cooperate.

15. Dispute resolution; arbitration; class-action waiver

Please read this section carefully; it affects how disputes are resolved.

Any dispute arising out of or relating to these Terms or the Service that cannot be resolved informally will be settled by binding arbitration on an individual basis, rather than in court, except that either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property. You and we each waive any right to a jury trial and to participate in a class, collective, or representative action. Before starting arbitration, the complaining party will give the other written notice and a 30-day period to resolve the matter. Arbitration will be administered by a recognized arbitration provider under its rules, and may take place in Adams County, Colorado or by remote proceeding. If this class-action waiver is found unenforceable, the rest of this section will not apply to that dispute.

16. Governing law

These Terms are governed by the laws of the State of Colorado, United States, without regard to its conflict-of-laws rules. Subject to Section 15, the state and federal courts located in Adams County, Colorado will have exclusive jurisdiction for any matter not subject to arbitration.

17. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will update the date above and, where appropriate, notify you. Your continued use of the Service after changes take effect means you accept the updated Terms.

18. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between us about the Service and supersede prior agreements.
• Severability. If any part is held unenforceable, the rest stays in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. We may give notice by email or through the Service.
• Relationship. The parties are independent contractors; nothing here creates a partnership, agency, or employment relationship.

19. Contact

Questions about these Terms: legal@nearby-notify.com.