Service Provider Terms
Last Updated: October 22, 2026
IMPORTANT NOTICE: DISPUTES ABOUT THESE SERVICE PROVIDER TERMS ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” PROVISIONS OF THE NEARBY TERMS OF USE.
These Nearby Service Provider Terms (the “Service Provider Terms”) are a legal agreement between you and Nearby AI, Inc., a Delaware corporation (together with its subsidiaries and affiliated companies, “Nearby,” “we,” “us,” and “our”). These Service Provider Terms apply if you register as, or continue to use the Services as, a Service Provider. They supplement the Nearby Terms of Use (the “Terms of Use”), the Privacy Policy, and the SMS Terms, each of which also applies to you. Capitalized terms used but not defined in these Service Provider Terms have the meanings given in the Terms of Use. If these Service Provider Terms conflict with the Terms of Use, the SMS Terms, or the Privacy Policy about your handling of Client Data or your communications with Clients (as defined below), these Service Provider Terms control on that subject. We may, from time to time, modify these Service Provider Terms. Any changes will be posted through the Services. Your continued use of the Services as a Service Provider after any such update constitutes your binding acceptance of the changes.
1. Permitted Purposes.
Nearby Users who need assistance with projects (“Clients”) can create requests on the Services that Nearby may make available to you (each, a “Lead”). You may use “Client Data” (as defined below) only to (a) respond to the project request for which Nearby made the Lead available to you, (b) prepare estimates for, schedule, perform, invoice, and collect payment for services you agree to perform for the Client, (c) provide warranty service and respond to questions or complaints about those services, (d) keep business, tax, licensing, and insurance records, and (e) comply with applicable law (together, the “Permitted Purposes”). You may contact a Client about a different project only if the Client asks you to or separately consents, as applicable law requires, to receive marketing from you. The restriction on soliciting personal information in the Prohibited Uses section of the Terms of Use does not prevent you from asking a Client for information you reasonably need to provide the requested services, such as the service address.
“Client Data” means any information about a Client, or about any other individual identified in a Lead or related communication, that you receive or access through the Services or through any communication that began through the Services. Client Data includes Leads, project request details, names, service addresses, phone numbers, email addresses, Proxy Numbers (as defined below), and the content of communications.
2. Fees.
Nearby may charge you fees for Leads, sponsored placements, or other paid features ("Fees"). Nearby will disclose the applicable Fees before you incur them. You authorize Nearby and its payment processor to charge your stored payment method for all Fees you incur. Nearby may change its Fees on notice to you, and any change applies only to Fees incurred after the change takes effect. Except as stated in these Service Provider Terms, in any refund policy Nearby posts, or as required by law, all Fees are final and non-refundable. Any estimate of lead volume or results is not a guarantee, and Nearby does not control whether any Client contacts or hires you. You are responsible for all taxes on the services you provide to Clients.
(a) Lead Fees. For each Lead, Nearby may, in its discretion, charge you a Fee for a Lead (each, a “Lead Fee”) after you view or access the Lead as set forth below. Lead Fees are charged when the relevant Client (a) picks up the phone when you call them, (b) calls you back, or (c) responds to a text or in-app message that you send them (each, a “Response”), as determined by Nearby in its sole discretion using automated artificial intelligence tools, with or without human review, to analyze communications between you and Clients. If Nearby determines, including through its automated artificial intelligence tools, that a Client’s communication is “STOP,” an unsubscribe request, or a similar request to stop communications, that communication will not be considered a Response. If you believe that a Lead Fee has been charged in error, you must contact customer support to dispute such Lead Fee within thirty (30) days after the charge is incurred. Except as required by applicable law, you waive any dispute not submitted within that period, and the charge will be final.
(b) Proxy Number. Nearby may route communications about a Lead through a masked phone number that Nearby assigns (the “Proxy Number”). If Proxy Numbers are used, until a Response occurs for a Lead, you must communicate with the Client about that Lead only through the Proxy Number or another communication channel the Services provide.
(c) Circumvention. You will not avoid or attempt to avoid a Lead Fee, including by giving the Client your actual phone number or other contact information instead of the Proxy Number, asking the Client to contact you outside the Services, or using any other method that prevents Nearby from detecting a Response (“Circumvention”). If Circumvention occurs, Nearby may charge the Lead Fee for that Lead regardless of whether a Response occurred. Repeated Circumvention may lead to Nearby suspending or terminating your account and pursuing any other remedy available under these Service Provider Terms, the Terms of Use, or applicable law.
3. Restrictions.
Without our explicit consent, you will not (a) sell, rent, share, or disclose Client Data to any third party except as Section 5 permits, (b) use Client Data for marketing, advertising, or lead generation unrelated to the Client’s project, or add Client Data to any marketing list, (c) combine Client Data with other data to build profiles or to sell or resell Leads, (d) attempt to identify, unmask, or reverse engineer any Proxy Number, email alias, or other masked contact information, or obtain a Client’s actual contact information other than from the Client directly, (e) use Client Data, or any aggregated, de-identified, synthetic, or derived dataset created from Client Data, to train, fine-tune, or improve any artificial intelligence or machine learning model, or submit Client Data to any third-party service that may use it for those purposes, or (f) process Client Data in any way that violates applicable law. Item (e) does not prevent you from using a software tool that processes Client Data only to perform the Permitted Purposes for you, if the tool provider is contractually prohibited from using that data to train or improve its models.
4. Your Role and Privacy Law Obligations.
You receive Client Data as an independent business and are solely responsible for your own compliance with applicable privacy, data protection, consumer protection, and communications laws, including the California Consumer Privacy Act. Nearby discloses Client Data to you at the Client’s direction so the Client can be connected with Service Providers for the Client’s project. The parties intend that this disclosure is not a “sale” or “sharing” of personal information under applicable privacy laws, and you will not take any action that would cause it to be treated as one. You will (a) use Client Data only for the limited and specified Permitted Purposes, (b) provide Client Data at least the same level of privacy protection that applicable privacy laws require, (c) notify Nearby in writing at compliance@nearby.ai within five (5) business days if you determine that you can no longer meet your obligations under these Service Provider Terms or applicable privacy laws, and (d) honor, and help Nearby honor, any Client request to access, correct, delete, or opt out of the use of Client Data that applies to you, including any request Nearby forwards to you. Nearby may take reasonable and appropriate steps to confirm that you use Client Data consistent with these Service Provider Terms and Nearby’s obligations under applicable privacy laws. On notice to you, Nearby may also take reasonable and appropriate steps to stop and remediate any unauthorized use of Client Data, including by suspending your access to Leads.
5. Employees, Subcontractors, and Vendors.
You may disclose Client Data to your employees, subcontractors, and service vendors (such as customer relationship management, scheduling, payment, and cloud storage providers) who need it to perform the Permitted Purposes. Before any disclosure, you will bind any employee, subcontractor, or vendor to whom you disclose Client Data (each, a “Recipient”) in writing (or, for employees, through written policies or confidentiality obligations) to use Client Data only for the Permitted Purposes and to protect it under terms at least as protective as these Service Provider Terms. You are responsible for the acts and omissions of each Recipient as if they were your own. On Nearby’s request, you will provide a current list of the vendors that store or process Client Data for you.
6. Security.
You will maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, use, disclosure, alteration, and destruction, appropriate to the sensitivity of the data and the size of your business. At a minimum, you will (a) limit access to Client Data to people who need it for the Permitted Purposes, (b) use unique passwords and enable multi-factor authentication on your Nearby account and on any system that stores Client Data, where that feature is available, (c) encrypt Client Data in transit using industry-standard protocols and encrypt Client Data stored in electronic systems where commercially reasonable, (d) keep devices and software that store Client Data updated with available security patches, and (e) promptly remove access for anyone who no longer needs it.
7. Security Incidents.
“Security Incident” means any actual or reasonably suspected unauthorized access to, or acquisition, use, disclosure, alteration, loss, or destruction of, Client Data in the possession or control of you or any Recipient, including unauthorized access to your Nearby account. You will notify Nearby at compliance@nearby.ai without undue delay, and in any event within forty-eight (48) hours after you discover a Security Incident. You will also (a) promptly investigate and contain the Security Incident, (b) give Nearby a written description of what happened, the Client Data involved, and the steps you have taken to address it, (c) cooperate with Nearby and follow Nearby’s reasonable instructions, including on any required Client or regulatory notices, and (d) consult Nearby before notifying Clients or regulators in a way that refers to Nearby, unless the law requires otherwise. You will bear the reasonable costs of investigation, notification, and remediation to the extent the Security Incident results from your acts or omissions or those of any Recipient.
8. Retention and Deletion.
You will keep Client Data only as long as reasonably necessary for the Permitted Purposes or as applicable law requires. You will delete or de-identify Client Data (a) within thirty (30) days after the related project request is cancelled or closed, if the Client has not engaged you, (b) promptly after you receive a valid deletion request from the Client or from Nearby on the Client’s behalf, unless the law permits or requires you to keep it, and (c) within thirty (30) days after your Service Provider account is terminated, except for records of services you actually performed that you must keep for the purposes in Section 1(d) or 1(e). Any Client Data you keep remains subject to these Service Provider Terms. Within thirty (30) days after Nearby’s written request, you will certify in writing that you have deleted Client Data as this Section 8 requires.
9. Communications with Clients.
You are the sender and initiator of every call, text message, email, and other communication you send to a Client, whether you send it through a Proxy Number, the Services, or any other channel. You are solely responsible for the content of those communications and for their compliance with the Telephone Consumer Protection Act and analogous state laws, the Telemarketing Sales Rule, the CAN-SPAM Act, and state telemarketing and do-not-call laws. You will (a) promptly honor any Client request to cease further communications, whether the Client makes it through any reasonable means or in any channel, including after communications move off a Proxy Number, (b) not use an automatic telephone dialing system, artificial or prerecorded voice, AI-generated voice, or automated text messaging to contact a Client unless you have independently confirmed that you hold any consent the law requires for that technology, (c) clearly disclose that a communication is generated by artificial intelligence where applicable law requires, and (d) take reasonable steps to confirm that a phone number has not been reassigned before you make automated contact, including by using the FCC’s Reassigned Numbers Database where appropriate. Nearby does not represent or warrant that any consent Nearby collects is sufficient for your communications, or that any Client contact information is accurate, current, or has not been reassigned.
10. Verification.
Nearby may verify your compliance with these Service Provider Terms. On Nearby’s request, you will (a) answer Nearby’s reasonable written questions about your handling of Client Data within ten (10) business days, and (b) provide a written certification of compliance signed by an owner or authorized officer of your business. Nearby may also include identifying markers or test records in Client Data to detect unauthorized use, if they do not materially affect the quality of Leads. Nearby will not charge you a Lead Fee for any test record.
11. Breach and Remedies.
Any breach of these Service Provider Terms is a material breach of these Service Provider Terms and the Terms of Use. For any such breach, Nearby may immediately limit, block, suspend, deactivate, or terminate your account or your access to Leads, in addition to any other remedy. Your obligations in the Indemnity section of the Terms of Use include claims, losses, regulatory fines and penalties, statutory damages (including under the Telephone Consumer Protection Act and analogous state laws), forensic investigation costs, and Client notification costs arising from your breach of these Service Provider Terms, a Security Incident, or your communications with Clients. Unauthorized use or disclosure of Client Data may cause Nearby and Clients irreparable harm. Despite the Mandatory Arbitration and Class Action Waiver section of the Terms of Use, Nearby may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to stop that use or disclosure, without posting bond and without waiving its right to arbitrate any other part of the dispute.
12. Business Use.
You use the Services as a business and not as a consumer. Any dispute between you and Nearby arising from your use of the Services as a Service Provider is a business dispute. The provision of the Mandatory Arbitration and Class Action Waiver section of the Terms of Use under which Nearby will pay all of the actual filing and arbitrator fees does not apply to those disputes, and fees and costs will be determined in accordance with applicable JAMS rules.
13. Relationship with Nearby; Your Commitments.
Service Providers are independent customers of Nearby, not Nearby employees, contractors, joint venturers, partners, or agents. Service Providers provide their own equipment, select the projects they respond to, set their own pricing, determine their own schedules, and remain free to receive leads through other platforms and sources. Nearby does not control, and has no right to control, the manner, means, or details of any services a Service Provider offers or performs. By registering as, or continuing to use the Services as, a Service Provider, you represent and warrant, on behalf of yourself and your employees, agents, and subcontractors who perform work sourced through the Services, that: (a) you are properly and fully qualified and experienced to perform the services you offer; (b) you hold all licenses, registrations, permits, certifications, bonds, and insurance required by applicable law for the services you offer in the jurisdictions where you offer them, and you will provide evidence of the foregoing to Nearby on request; (c) you will comply with all applicable laws, including consumer-protection, telemarketing, and communications laws (including the Telephone Consumer Protection Act and analogous state laws), the FTC Act, and California consumer-protection statutes; (d) your business profile, service categories, service area, credentials, pricing, and availability are accurate and current; (e) you will perform any services you agree to perform for a Client in a professional, workmanlike manner and consistent with industry standards; (f) you will promptly honor any Client request to cease further communications and will not contact the Client in response to a project request after it has been cancelled or closed, other than to complete work already accepted by the Client; (g) you will collect, use, disclose, and protect Client Data only as these Service Provider Terms permit; and (h) you will promptly notify Nearby of any material change in your licensing, insurance, or eligibility to perform services, and of any criminal conviction involving fraud, theft, violence, sexual misconduct, or any offense related to the services you offer. Nearby may, in its discretion and to the extent permitted by law, verify Service Provider identity and conduct credential, background, or business-credit checks through third-party vendors, and may deny, suspend, or terminate any Service Provider account or listing based on the results, your failure to cooperate, or your breach of these Service Provider Terms or the Terms of Use.
14. Survival.
These Service Provider Terms survive termination of the Terms of Use or your account for as long as you or any Recipient keeps Client Data. Your indemnity and payment obligations, and Sections 11 and 12, survive termination.