Terms and Conditions

Effective Date: August 14, 2026

These Terms and Conditions ("Terms") govern your access to and use of the Nearby Calls website, software, services, communications, subscriptions, and related offerings (collectively, the "Services").

By accessing our website, submitting information, creating an account, placing an order, purchasing or subscribing to Services, checking a box or otherwise indicating acceptance of these Terms, or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.

If you are accepting these Terms on behalf of a business or other organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you should not purchase or use the Services.

About Nearby Calls

Nearby Calls helps local businesses improve online visibility, strengthen their online reputation, generate legitimate customer reviews, and attract more customer calls through Google Business Profile optimization, reputation management, marketing automation, and related services.

Nearby Calls

405 N Jefferson Ave

Springfield, MO 65806

Phone: (877) 848-5774

Email: team@nearbycalls.com

Eligibility

You must be at least 18 years of age and legally capable of entering into binding agreements to use the Services.

By using the Services, you represent and warrant that you meet these requirements and have authority to enter into these Terms.

Services

Nearby Calls may provide services including, but not limited to:

• Google Business Profile optimization and management
• Reputation management
• Review generation systems
• Customer feedback collection
• Marketing automation
• SMS and email communications
• AI-assisted content creation
• Business profile management
• Local search optimization
• Reporting and analytics
• Software access and platform tools
• Related local marketing services

The exact Services included in your account are determined by the plan, order, checkout page, proposal, or other written offer accepted by you.

Nearby Calls may modify, expand, replace, suspend, or discontinue particular features, tools, processes, vendors, or methods used to provide the Services, provided such changes do not materially alter the core Services purchased by the Client.

Authorization to Manage Accounts and Profiles

By purchasing Services that include management or optimization of a Google Business Profile or other third-party account, you expressly authorize Nearby Calls and its employees, contractors, software systems, technology providers, and authorized service providers to access, manage, edit, optimize, publish content to, and otherwise administer the applicable account or profile as reasonably necessary to provide the Services.

This authorization may include making changes to business information, categories, services, descriptions, photos, posts, review responses, links, attributes, and other profile information.

Nearby Calls will use commercially reasonable efforts to make changes in good faith and consistent with information provided by the Client and applicable platform guidelines.

Client Responsibilities

You agree to provide accurate, complete, truthful, current, and lawful information necessary for Nearby Calls to provide the Services.

You are responsible for:

• Maintaining accurate business and account information
• Protecting login credentials
• Providing truthful information about your business
• Providing lawful content, images, trademarks, and other materials
• Ensuring that your business is eligible for the platforms on which it is listed
• Maintaining any required licenses, registrations, physical locations, signage, staffing, or other qualifications
• Obtaining required customer permissions and consents
• Complying with applicable laws and platform policies
• Providing requested documentation when necessary for verification, appeals, or account management
• Promptly informing Nearby Calls of changes to your business information
• Reviewing account information and notifying Nearby Calls of material inaccuracies or requested changes

Nearby Calls may rely on information supplied by the Client without independently verifying its accuracy.

You agree not to use the Services for unlawful, deceptive, fraudulent, abusive, misleading, or harmful purposes.

Google Business Profile Services

Nearby Calls may assist with the optimization, management, monitoring, and improvement of Google Business Profiles.

Google is an independent third-party company and maintains sole authority over its platform, including decisions concerning:

• Rankings
• Search visibility
• Map visibility
• Verification
• Reverification
• Suspensions
• Restrictions
• Disabled profiles
• Profile ownership
• Policy enforcement
• User-submitted edits
• Review publication or removal
• Content moderation
• Appeals and reinstatement
• Eligibility
• Platform features and functionality

Nearby Calls does not control Google's algorithms, automated systems, employees, policies, verification requirements, enforcement decisions, or appeals process.

Nearby Calls does not guarantee rankings, search visibility, map placement, calls, leads, review volume, review ratings, traffic, revenue, customer acquisition, or any specific business result.

Past performance, examples, case studies, estimates, projections, or results achieved for other clients do not guarantee future results.

Google Business Profile Suspension, Verification, and Platform Risk

Client acknowledges and accepts that Google Business Profile is a third-party platform owned and controlled exclusively by Google.

Creating, claiming, accessing, managing, optimizing, editing, or otherwise making changes to a Business Profile may result in Google reviewing the profile or requiring additional action.

A Business Profile may at any time become:

• Unverified
• Subject to reverification
• Suspended
• Restricted
• Disabled
• Modified
• Merged
• Removed
• Rejected
• Made less visible
• Otherwise limited or unavailable

These actions may occur because of automated systems, platform policies, changes to business information, verification procedures, user-submitted edits, third-party activity, Client-provided information, preexisting account conditions, Google policy enforcement, or other circumstances.

CLIENT EXPRESSLY ACKNOWLEDGES THAT GOOGLE MAY TAKE ACTION AGAINST OR REQUIRE REVERIFICATION OF A BUSINESS PROFILE DURING OR AFTER CHANGES MADE BY NEARBY CALLS, EVEN WHEN THOSE CHANGES WERE MADE IN GOOD FAITH AND FOR THE PURPOSE OF OPTIMIZING OR CORRECTING THE PROFILE.

The timing of a suspension, verification request, restriction, ranking change, or other Google action following work performed by Nearby Calls does not, by itself, establish that Nearby Calls caused the action or breached these Terms.

Nearby Calls cannot guarantee that any Business Profile will remain verified, active, unrestricted, visible, or eligible for continued participation on Google's platform.

To the fullest extent permitted by applicable law, Nearby Calls shall not be liable for losses resulting from a third-party platform's suspension, reverification, restriction, disabling, modification, removal, ranking change, or other action affecting a Client account or profile.

This includes, without limitation:

• Lost rankings
• Lost visibility
• Lost calls
• Lost leads
• Lost customers
• Lost revenue
• Lost profits
• Lost reviews
• Business interruption
• Reputation effects
• Delays associated with appeals or verification

Verification, Reinstatement, and Appeals

Google may require the Client to participate directly in verification, reverification, appeals, reinstatement, or other account recovery procedures.

Client agrees to reasonably cooperate with such requests and provide accurate documentation or evidence when required.

Nearby Calls may assist with verification, reverification, suspension, or reinstatement matters when included within the applicable service plan or when Nearby Calls elects to assist.

Nearby Calls does not guarantee:

• Successful verification
• Successful reverification
• Successful reinstatement
• Successful appeal
• Restoration of previous rankings
• Restoration of reviews
• Any particular processing time
• Any particular outcome from Google

Unless expressly included in the Client's plan or separately agreed in writing, extensive suspension recovery, reinstatement, legal documentation, or appeal work may be outside the scope of regular Services.

A suspension, restriction, reverification requirement, loss of visibility, or other action by Google or another third-party platform does not automatically constitute a failure by Nearby Calls to perform the Services.

Such third-party action does not, by itself, create a right to a refund, credit, reimbursement, chargeback, or reversal of fees already earned or incurred.

Third-Party Platforms

Nearby Calls may use or interact with third-party providers including:

• Google
• Search engines
• Social media platforms
• Communications providers
• Payment processors
• Analytics services
• Hosting providers
• Artificial intelligence providers
• Software vendors
• CRM systems
• Automation platforms
• Data providers

Nearby Calls does not own or control these third parties.

Nearby Calls is not responsible for third-party:

• Outages
• Downtime
• Policy changes
• Algorithm changes
• Pricing changes
• Feature changes
• Platform errors
• Account restrictions
• Suspensions
• Verification requirements
• Data loss
• Service interruptions
• Delivery failures
• API failures
• Account closures
• Decisions or enforcement actions

Use of third-party platforms remains subject to the applicable third party's own terms, policies, guidelines, eligibility requirements, and technical limitations.

Nearby Calls may change third-party providers or technologies used to deliver the Services when reasonably necessary.

Reviews and Reputation Management

Nearby Calls facilitates legitimate customer feedback and review generation.

Nearby Calls does not purchase, fabricate, or knowingly create fake customer reviews.

Nearby Calls does not guarantee:

• A particular number of reviews
• A particular review rating
• Publication of any review
• Continued publication of any review
• Removal of negative reviews
• Any particular customer response rate

Third-party platforms determine whether reviews are accepted, displayed, filtered, removed, or otherwise moderated.

Clients remain responsible for complying with applicable review platform policies and for providing accurate customer information.

Customer Data and Permissions

If you provide customer contact information, lead information, or other personal data to Nearby Calls, you represent and warrant that you have collected, maintained, and provided such information lawfully and that you have all permissions, notices, authorizations, and consents required for the intended use.

You are responsible for ensuring that your instructions concerning customer communications are lawful.

This may include compliance with applicable:

• Telephone and text-message laws
• TCPA requirements
• CAN-SPAM requirements
• Privacy laws
• Consumer protection laws
• Email marketing requirements
• SMS requirements
• Data protection requirements

Nearby Calls is entitled to rely upon the Client's representations concerning the lawful collection and use of Client-provided data.

The Client agrees to indemnify Nearby Calls as provided in these Terms for claims arising from unlawful Client-provided data, missing permissions, inaccurate instructions, or communications requested or authorized by the Client in violation of applicable law.

SMS Communications From Nearby Calls

By providing a phone number to Nearby Calls and opting into communications where required, you consent to receive applicable text messages from Nearby Calls.

Message frequency varies.

Message and data rates may apply.

Consent to marketing text messages is not a condition of purchase where prohibited by applicable law.

You may opt out of applicable text communications by replying STOP.

For assistance, reply HELP or contact Nearby Calls directly.

Nearby Calls does not guarantee message delivery and is not responsible for delays, filtering, blocking, or failures caused by wireless carriers, device settings, telecommunications providers, or third-party communication platforms.

Email Communications

You may receive service-related emails, account notifications, transactional communications, marketing communications, and other messages related to your account or Services.

You may unsubscribe from applicable marketing communications using the unsubscribe method included in those messages.

Transactional and service-related communications may continue as reasonably necessary to administer your account.

AI-Assisted and Automated Services

Certain Services may use artificial intelligence, machine learning, automation, templates, software, or related technologies.

These systems may assist with:

• Content creation
• Review responses
• Business profile updates
• Posts
• Marketing recommendations
• Customer communications
• Reporting
• Analysis

AI-assisted or automated content may occasionally contain inaccuracies, omissions, undesirable wording, or errors.

Unless the parties have expressly agreed that Client approval is required before publication, Client authorizes Nearby Calls to use and publish AI-assisted, automated, templated, or manually created content as reasonably necessary to provide the Services.

Client agrees to promptly notify Nearby Calls of material corrections or requested changes.

Nearby Calls does not guarantee that AI-generated or automated output will be error-free.

Software Access and Platform Use

Nearby Calls may provide access to proprietary software, dashboards, review systems, automation systems, reporting tools, communication tools, or third-party technology as part of the Services.

Any such access is provided as a limited, revocable, non-exclusive, non-transferable license for use during the applicable service period.

You may not:

• Reverse engineer software or systems
• Copy proprietary systems
• Resell or sublicense access
• Attempt unauthorized access
• Circumvent security measures
• Scrape or reproduce proprietary technology
• Interfere with platform functionality
• Use the systems for unlawful purposes

Nearby Calls may suspend or revoke software or platform access upon cancellation, termination, nonpayment, misuse, or violation of these Terms.

Intellectual Property

Nearby Calls retains ownership of its proprietary:

• Software
• Systems
• Automations
• Templates
• Processes
• Methodologies
• Branding
• Designs
• Reports
• Graphics
• Workflows
• Documentation
• Technology
• Know-how

Clients retain ownership of materials they owned before engaging Nearby Calls, including their business names, trademarks, logos, customer information, and business data.

Except where expressly agreed otherwise in writing, providing Services does not transfer ownership of Nearby Calls' underlying systems, tools, templates, processes, or intellectual property.

Fees and Payments

Fees are due according to the plan, checkout page, order, proposal, or agreement selected by the Client.

By purchasing Services, you authorize Nearby Calls and its payment processor to charge your designated payment method for all applicable initial and recurring fees associated with the selected plan.

Unless expressly stated otherwise:

• Fees are non-refundable
• Setup or onboarding fees are non-refundable once onboarding or work has begun
• Recurring fees are non-refundable once the applicable billing period begins
• Partial months are not prorated
• Previously rendered or commenced Services remain payable
• Cancellation does not retroactively reverse charges already incurred

All refund restrictions are subject to any rights that cannot legally be waived under applicable law.

Nearby Calls may change pricing for future billing periods upon reasonable notice.

Subscription Services and Automatic Renewal

Certain Services operate on a recurring subscription basis.

By purchasing a recurring plan, you authorize recurring charges to the payment method provided at checkout at the price and billing frequency disclosed at the time of purchase, unless and until the subscription is cancelled.

Unless otherwise stated in the applicable offer, recurring subscriptions automatically renew at the end of each billing period.

Any introductory, promotional, discounted, or trial-period pricing may convert to the regular recurring price disclosed at checkout after the applicable introductory period.

Client is responsible for reviewing the pricing and renewal terms presented at checkout.

Cancellation

Unless a different cancellation procedure is stated in the applicable plan, Clients may cancel recurring Services by notifying Nearby Calls before the next scheduled renewal.

Cancellation prevents future renewal charges after the effective cancellation date but does not:

• Reverse charges already incurred
• Create a refund for a current or previous billing period
• Eliminate outstanding balances
• Require prorated reimbursement for unused days
• Reverse fees for work already performed or commenced

Access to certain Services, software, systems, communications, or management functions may end upon termination or at the conclusion of the applicable paid service period.

Failed Payments

Client is responsible for maintaining a valid payment method.

If a payment fails, Nearby Calls may:

• Retry the payment
• Temporarily suspend Services
• Stop work
• Disable software or platform access
• Remove or pause automations
• Terminate Services
• Seek payment of outstanding amounts

Suspension of Services because of nonpayment does not waive amounts already owed.

Payment Disputes and Chargebacks

Clients are encouraged to contact Nearby Calls promptly regarding billing questions or disputed charges so that concerns may be reviewed and addressed.

Initiating a chargeback or payment dispute does not itself cancel a subscription or eliminate amounts legitimately owed under these Terms.

Nearby Calls reserves the right to provide the payment processor, card issuer, bank, or other financial institution with records relating to:

• The Client's purchase
• Acceptance of these Terms
• Checkout disclosures
• Communications
• Account activity
• Services performed
• Billing history
• Cancellation requests
• Usage of the Services
• Other documentation relevant to the transaction

Nearby Calls may suspend or terminate Services while a payment dispute or chargeback is pending.

Nothing in this section is intended to eliminate any rights that cannot lawfully be waived.

No Guarantee of Results

Marketing, reputation management, local search optimization, and related Services involve variables outside Nearby Calls' control.

Nearby Calls does not guarantee:

• Search rankings
• Map rankings
• Customer calls
• Leads
• Sales
• Revenue
• Review volume
• Review ratings
• Traffic
• Conversion rates
• Return on investment
• Business growth
• Any particular timeline for results

Any estimates, projections, examples, case studies, testimonials, screenshots, past results, or performance examples are illustrative only and do not constitute a promise or guarantee of future performance.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

Nearby Calls disclaims all warranties, express or implied, including warranties concerning:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Availability
• Accuracy
• Reliability
• Performance
• Uninterrupted service
• Error-free operation

Nearby Calls makes no warranty that third-party platforms will remain available, that existing account status will continue, or that the Services will produce any particular business outcome.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEARBY CALLS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF NEARBY CALLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This includes, without limitation:

• Lost profits
• Lost revenue
• Lost sales
• Lost leads
• Lost customers
• Lost business opportunities
• Loss of goodwill
• Reputation damage
• Loss of rankings
• Loss of search visibility
• Loss of reviews
• Data loss
• Business interruption
• Platform suspension or restriction
• Verification or reverification delays
• Third-party platform actions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEARBY CALLS' TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO A PARTICULAR SERVICE SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO NEARBY CALLS FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation is a maximum liability cap only. It does not create or imply any entitlement to a refund, reimbursement, credit, or payment in that amount.

The limitations in this section apply regardless of the form or theory of liability, whether based in contract, tort, negligence, statute, or otherwise, to the fullest extent permitted by applicable law.

If applicable law does not permit a particular limitation or exclusion of liability, that limitation shall apply only to the maximum extent permitted by law.

Indemnification

To the fullest extent permitted by law, Client agrees to defend, indemnify, and hold harmless Nearby Calls and its owners, officers, employees, contractors, affiliates, service providers, and partners from claims, liabilities, damages, judgments, losses, penalties, fines, costs, and reasonable legal expenses arising from or relating to:

• Client's violation of these Terms
• Client's violation of applicable law
• Inaccurate or misleading information supplied by Client
• Client's ineligibility for a third-party platform
• Customer or consumer disputes arising from Client's business
• Data privacy violations caused by Client-provided data or instructions
• Missing customer permissions or consents
• Unauthorized or unlawful communications requested by Client
• Client-supplied content
• Intellectual property infringement involving Client-supplied materials
• Misrepresentation of Client's business
• Client's violation of third-party platform policies
• Actions Nearby Calls takes in reasonable reliance upon Client-provided information or instructions

Nearby Calls reserves the right to assume control of the defense of any matter otherwise subject to indemnification, and Client agrees to reasonably cooperate in the defense.

Termination and Suspension of Services

Nearby Calls may suspend, refuse, or terminate Services when reasonably necessary, including where:

• Payments are delinquent
• These Terms are violated
• Fraudulent or suspicious activity is suspected
• Client provides false or misleading information
• Client requests unlawful activity
• Continued service creates material legal, reputational, security, or operational risk
• Client abuses Nearby Calls personnel, systems, or communication channels
• A third-party platform prevents Nearby Calls from continuing the Services

Upon termination or suspension:

• Access to Services may be revoked
• Automations may stop
• Platform or software access may be disabled
• Nearby Calls may remove its users or managers from Client accounts
• Applicable data retention policies may apply
• Outstanding balances remain due

Sections of these Terms that by their nature should survive termination will continue to apply, including provisions concerning payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

Force Majeure

Nearby Calls shall not be liable for delay, interruption, or failure to perform caused by circumstances beyond its reasonable control.

Such circumstances may include:

• Acts of God
• Severe weather
• Natural disasters
• Fire
• War
• Terrorism
• Civil unrest
• Government action
• Internet outages
• Telecommunications failures
• Cyberattacks
• Labor disruptions
• Power failures
• Third-party software outages
• Search engine outages
• Platform changes
• API failures
• Vendor disruptions
• Changes in applicable law or platform policy
• Other events beyond Nearby Calls' reasonable control

Electronic Acceptance

Client agrees that electronic acceptance of these Terms has the same effect as physical acceptance to the extent permitted by applicable law.

Electronic acceptance may include, without limitation:

• Checking an acceptance box
• Clicking a purchase or order button accompanied by notice of these Terms
• Electronically signing an order
• Completing checkout after being presented with notice of these Terms
• Purchasing or using Services where acceptance is expressly disclosed

Nearby Calls may maintain electronic records documenting acceptance, transactions, account activity, and communications.

Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to conflict-of-law principles.

Before filing a legal action arising from these Terms, the parties agree to make a reasonable good-faith effort to resolve the dispute directly.

To the extent a dispute is not resolved, any legal action arising out of or relating to these Terms or the Services shall be brought exclusively in the applicable state or federal courts located in Greene County, Missouri, and Client consents to personal jurisdiction and venue in those courts.

No Waiver

Failure by Nearby Calls to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.

Any waiver must be expressly made in writing by Nearby Calls.

Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

Assignment

Client may not assign or transfer its rights or obligations under these Terms without Nearby Calls' prior written consent.

Nearby Calls may assign these Terms or transfer its rights and obligations in connection with a merger, acquisition, sale of assets, corporate restructuring, change in ownership, or transfer of the applicable business or Services.

Entire Agreement

These Terms, together with the applicable checkout page, order, proposal, service description, and any other written agreement expressly incorporated into the transaction, constitute the agreement between Nearby Calls and the Client concerning the Services.

If a specific written agreement expressly conflicts with these Terms, the more specific written agreement shall control with respect to the conflicting provision.

Headings

Section headings are provided for convenience only and do not affect interpretation of these Terms.

Changes to These Terms

Nearby Calls may update these Terms from time to time.

Updated Terms will be posted on the Nearby Calls website with a revised effective date.

Changes will apply prospectively to continued use of the Services, future purchases, and future renewal periods to the extent permitted by applicable law.

Continued use or renewal of Services after updated Terms become effective constitutes acceptance of the revised Terms where legally permitted.

Contact Information

Questions regarding these Terms may be directed to:

Nearby Calls

405 N Jefferson Ave

Springfield, MO 65806

Phone: (877) 848-5774

Email: team@nearbycalls.com