Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the Nearby website, applications, protocol interfaces, documentation, developer tools, smart contract interfaces, and related services (collectively, the “Services”).

The Services are provided by (“Nearby,” “we,” “our,” or “us”).

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Overview of Nearby

Nearby is a privacy-preserving coordination protocol designed to support real-world interaction across connected and disconnected environments.

Nearby may include, or provide access to, features such as:

• Proof of Location

• Nearby Mesh

• OfflinePay

• Developer tools and APIs

• Documentation

• Smart contract interfaces

• Token-related functionality

• Community or ecosystem features

Nearby is not a bank, broker, exchange, custodian, payment institution, financial advisor, or emergency service provider.

2. Eligibility

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to use the Services.

By using the Services, you represent that:

• You have the legal capacity to enter into these Terms

• You are not prohibited from using the Services under applicable law

• You will use the Services only in compliance with these Terms and applicable laws

• If using the Services on behalf of an organization, you have authority to bind that organization

3. Account and Wallet Responsibility

Some features may require connecting a wallet, creating an account, or using third-party tools.

You are solely responsible for:

• Your wallet

• Private keys

• Seed phrases

• Devices

• Credentials

• Transactions initiated from your wallet

• Security of your local environment

Nearby cannot recover lost private keys, seed phrases, wallets, tokens, or funds.

You are responsible for verifying all transaction details before signing or submitting any transaction.

4. Permitted Use

Nearby grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services in accordance with these Terms.

You agree not to:

• Use the Services for illegal, fraudulent, harmful, or abusive activity

• Violate any applicable law, regulation, or third-party right

• Attempt to gain unauthorized access to any system, wallet, account, or network

• Interfere with or disrupt the Services

• Introduce malware, exploits, or harmful code

• Reverse engineer or attempt to extract source code except where permitted by law or open-source license

• Use the Services to conduct surveillance, stalking, harassment, or unauthorized tracking

• Submit false, manipulated, or spoofed location information

• Attempt to exploit mesh networking, witness, proof, or offline payment mechanisms

• Attempt to double-spend or manipulate OfflinePay transactions

• Use the Services to evade sanctions, anti-money laundering rules, or financial restrictions

• Use the Services in a way that could damage Nearby, users, infrastructure, or the ecosystem

We reserve the right to restrict or suspend access to the Services where we reasonably believe these Terms have been violated.

5. Proof of Location

Proof of Location is designed to allow users to verify location-related statements without necessarily revealing exact coordinates.

However, you acknowledge that:

• No location verification system is perfect

• Device attestation, trusted execution environments, GPS, network signals, and cryptographic proofs may have limitations

• Adversarial behavior, spoofing, compromised devices, or technical failures may affect reliability

• Some applications may impose their own rules for accepting or rejecting location proofs

You agree not to submit false, manipulated, spoofed, or unauthorized location proofs.

Nearby does not guarantee that any Proof of Location result will be accepted by any third-party application, protocol, venue, organization, or authority.

6. Nearby Mesh

Nearby Mesh is designed to enable local communication through peer-to-peer or mesh-based networking.

You acknowledge that:

• Mesh communication may be delayed, incomplete, or unavailable

• Messages may depend on nearby device participation

• Network conditions may affect delivery

• Metadata may exist in certain mesh environments

• Nearby Mesh is not guaranteed to be fully anonymous

• Nearby Mesh is not a substitute for emergency services or critical safety systems

You are responsible for the content you transmit through mesh features.

You agree not to use Nearby Mesh to transmit unlawful, harmful, abusive, misleading, or unauthorized content.

7. OfflinePay

OfflinePay is designed to enable offline-first stablecoin payment flows with later reconciliation and settlement.

You acknowledge that:

• Offline transactions may not be globally final until reconciliation occurs

• Offline payment notes may be subject to conflict, delay, or rejection during settlement

• Double-spend risk may exist during offline operation

• Final settlement may depend on blockchain network availability, fees, and confirmation times

• Witness attestations may not guarantee transaction validity

• Stablecoins and digital assets carry technical, market, issuer, regulatory, and smart contract risks

You are solely responsible for reviewing and accepting the risks of offline transactions.

Nearby is not responsible for losses caused by user error, wallet compromise, network failure, double-spend attempts, delayed reconciliation, smart contract issues, or third-party stablecoin risks.

8. Blockchain and Digital Asset Risks

The Services may interact with blockchain networks, smart contracts, wallets, tokens, stablecoins, or decentralized applications.

You acknowledge that:

• Blockchain transactions may be irreversible

• Network fees may apply

• Smart contracts may contain bugs or vulnerabilities

• Digital assets may lose value

• Stablecoins may depeg or fail

• Regulatory treatment of digital assets may change

• Third-party wallets, bridges, exchanges, or applications may fail or be compromised

• Public blockchain data may be permanent and visible to others

You use blockchain-related features at your own risk.

Nothing in the Services constitutes financial, investment, legal, tax, or professional advice.

9. Token-Related Features

If Nearby provides information or functionality related to a token, such information is provided for utility, ecosystem, or informational purposes only.

Nearby does not guarantee:

• Token value

• Market liquidity

• Exchange listings

• Future utility

• Rewards

• Availability of incentives

• Network adoption

• Profit or financial return

Token-related features may be changed, paused, restricted, or discontinued at any time.

You are responsible for complying with all laws applicable to your acquisition, holding, transfer, or use of any digital asset.

10. Developer Tools and Integrations

Nearby may provide APIs, SDKs, documentation, smart contract interfaces, or other developer tools.

You are responsible for:

• Your own implementation

• Security of your application

• Compliance with applicable laws

• User-facing disclosures

• Privacy policies and terms for your product

• Testing and validating integrations

• Handling errors, failures, and edge cases

Nearby does not guarantee that developer tools will be error-free, continuously available, or suitable for any specific purpose.

We may change, update, deprecate, or discontinue developer tools at any time.

11. Third-Party Services

The Services may connect to or reference third-party services, including wallets, block explorers, infrastructure providers, analytics tools, stablecoin issuers, exchanges, or applications.

Nearby does not control third-party services and is not responsible for:

• Their availability

• Their security

• Their accuracy

• Their content

• Their terms

• Their fees

• Their privacy practices

• Their actions or failures

Your use of third-party services is at your own risk and may be subject to separate terms.

12. Intellectual Property

The Services, website, branding, designs, documentation, software, interfaces, logos, and related materials are owned by Nearby or its licensors, unless otherwise stated.

These Terms do not transfer any ownership rights to you.

You may not copy, modify, distribute, sell, sublicense, or exploit Nearby materials except as expressly permitted by us or by an applicable open-source license.

13. User Content

You are responsible for any content, messages, data, or materials you submit, transmit, or make available through the Services.

You represent that you have all necessary rights to submit such content and that your content does not violate any law, third-party right, or these Terms.

You grant Nearby a limited license to process, store, display, transmit, and use your content only as necessary to provide, operate, secure, and improve the Services.

14. Privacy

Our collection and use of information is described in our Privacy Policy.

By using the Services, you acknowledge that you have read and understood the Privacy Policy.

15. Service Availability and Changes

The Services may be experimental, under development, or subject to change.

We may modify, suspend, restrict, or discontinue any part of the Services at any time without liability.

We do not guarantee that the Services will be uninterrupted, secure, error-free, compatible with your device, or available in all locations.

16. No Emergency Use

Nearby is not an emergency communication system and should not be relied upon for emergency response, public safety, medical assistance, disaster response, or law enforcement coordination.

If you are in danger or require emergency assistance, contact the appropriate emergency services in your location.

17. Disclaimers

The Services are provided on an “as is” and “as available” basis.

To the maximum extent permitted by law, Nearby disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, reliability, and security.

We do not guarantee that:

• The Services will meet your expectations

• Location proofs will always be accurate or accepted

• Mesh messages will always be delivered

• Offline payments will always settle successfully

• Blockchain networks will operate without interruption

• Smart contracts will be free of vulnerabilities

• Digital assets will retain value

18. Limitation of Liability

To the maximum extent permitted by law, Nearby and its affiliates, directors, officers, employees, contractors, contributors, and partners will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of data, loss of digital assets, loss of goodwill, business interruption, or system failure.

To the maximum extent permitted by law, Nearby’s total liability for any claim arising out of or related to the Services will not exceed the greater of:

• The amount you paid to Nearby for the Services in the twelve months before the claim; or

• USD $100

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

19. Indemnification

You agree to indemnify, defend, and hold harmless Nearby and its affiliates, directors, officers, employees, contractors, contributors, and partners from any claims, damages, liabilities, losses, costs, and expenses arising from:

• Your use of the Services

• Your violation of these Terms

• Your violation of applicable law

• Your content or data

• Your blockchain transactions

• Your misuse of Proof of Location, Nearby Mesh, or OfflinePay

• Your infringement of third-party rights

20. Termination

We may suspend or terminate your access to the Services at any time if we reasonably believe that you have violated these Terms, created risk for Nearby or other users, or used the Services unlawfully.

You may stop using the Services at any time.

Sections that by their nature should survive termination will survive, including intellectual property, disclaimers, limitation of liability, indemnification, and governing law.

21. Changes to These Terms

We may update these Terms from time to time.

If we make material changes, we may provide notice through the website, platform, or other reasonable means. Updated Terms become effective when posted, unless otherwise stated.

Your continued use of the Services after the updated Terms become effective means you accept the revised Terms.

23. Contact

If you have questions about these Terms, contact us at:

Nearby Finance
Email: legal@nearby.finance