1. Business-to-Business Service
NearMe AI services are provided to businesses for commercial purposes.
The person accepting these terms confirms that they have authority to enter into the agreement on behalf of the relevant business.
2. NearMe AI Services
NearMe AI may provide services including:
- local SEO management
- Google Business Profile optimization
- local content and authority development
- AI-search visibility optimization
- territory management
- performance/reporting tools
- participation in the NearMe AI opportunity network
The exact services provided depend on the applicable subscription, territory and category.
NearMe AI may update its methods, technology and delivery processes as its platform evolves, provided the material nature of the purchased service is not substantially reduced.
3. Protected Territory
A Protected Territory is the geographic coverage area approved and recorded by NearMe AI for a specific business category.
While a Partner's subscription remains active, paid and in good standing, NearMe AI will not knowingly approve another active NearMe AI Partner in the same protected category within the same protected territory, subject to the territory overlap provisions.
A Protected Territory is a contractual NearMe AI network right. It does not constitute ownership of:
- land
- geographic property
- customers
- leads
- search rankings
- intellectual property
Territory protection applies only to the approved business category and geographic area recorded in the Partner's account.
4. Territory Boundaries and Overlap
Territory boundaries may be calculated using:
- radius
- geographic coordinates
- mapping data
- estimated population
- postal/geographic boundaries
- other commercially reasonable data
Population and mapping information are estimates and may change as third-party data sources are updated.
Where a proposed territory overlaps an existing protected territory in the same category, NearMe AI may adjust or restrict the available area before approving the new territory.
NearMe AI will not intentionally reduce an existing active Partner's protected territory simply to accommodate a new competing Partner.
If a mapping or historical configuration error creates an unintended overlap, NearMe AI may reasonably adjust the affected territory configuration while seeking to preserve the commercial intent of the original protection.
5. Territory Availability
Territory availability shown by the NearMe AI Territory Checker represents availability at the time of the check. Checking a territory does not reserve it.
A protected category position becomes secured only when:
- the territory claim has been completed
- payment has been authorized
- any required approval has been completed
- NearMe AI has confirmed the territory
NearMe AI may reject or cancel a territory claim where another eligible Partner secured conflicting coverage first or where a material technical/data error caused an incorrect availability result.
If NearMe AI collects payment for a territory that cannot be supplied, the applicable payment will be refunded.
6. Territory Pricing
NearMe AI territory subscriptions begin at the publicly displayed starting price. The actual subscription price may vary according to factors including:
- selected geographic coverage
- estimated population
- business category
- applicable NearMe AI pricing rules
The final server-validated territory quote shown before checkout determines the recurring monthly subscription price.
Expanding a territory may increase the monthly subscription price.
NearMe AI may change pricing for new territories or future expansions. Existing subscription pricing may only be changed with appropriate notice and subject to applicable law and the Partner's contractual terms.
7. Subscription Billing and Renewal
Unless stated otherwise at checkout, NearMe AI territory subscriptions are billed monthly in advance and automatically renew each month until canceled.
By subscribing, the Partner authorizes NearMe AI and its payment provider to charge the payment method on file for:
- recurring subscription fees
- applicable taxes
- separately authorized charges
The applicable price and billing frequency must be shown before purchase.
8. Cancellation
Partners may cancel their territory subscription using the cancellation method provided by NearMe AI. Unless otherwise agreed, cancellation becomes effective at the end of the current paid billing period.
After cancellation becomes effective:
- future recurring subscription charges stop
- the Partner's protected category position ends
- the territory may later become available to another eligible business
Fees already paid are generally non-refundable and are not prorated except where required by law or expressly agreed by NearMe AI.
9. Territory Becoming Available Again
A protected territory may become available again following:
- cancellation
- non-renewal
- termination
- unresolved payment default
- approved transfer
- another event ending the Partner's protected status
NearMe AI may apply a reasonable administrative period before releasing the territory back into available inventory.
Former Partners have no continuing territorial rights after protection ends unless NearMe AI expressly agrees otherwise in writing.
10. NearMe AI-Generated Opportunities
NearMe AI may generate or receive qualifying customer inquiries through its network.
Where a qualifying opportunity is associated with an active Partner's category and protected territory, that Partner will ordinarily receive first access to the opportunity.
Protected territory status does not mean that every inquiry originating within the geographic area belongs exclusively to the Partner.
NearMe AI does not guarantee any minimum number, frequency, quality, conversion rate or value of opportunities.
11. Lead / Opportunity Fees
NearMe AI-generated opportunities are not included in the monthly territory subscription unless expressly stated otherwise.
The applicable lead or opportunity rate will be agreed or disclosed before the Partner is charged.
Where a Partner accepts a qualifying opportunity, the applicable agreed fee becomes payable and may be charged to the Partner's authorized payment method.
12. Response Window
NearMe AI may provide a defined response period for a Partner to accept an opportunity. The applicable response period may vary according to category, opportunity type or urgency.
If the Partner:
- declines the opportunity, or
- does not accept it within the applicable response period
NearMe AI may offer or route the opportunity to another approved business. Doing so does not breach the Partner's protected territory rights.
13. Valid Lead Criteria
A lead will generally be considered valid where it represents a genuine customer inquiry relevant to the Partner's category and applicable territory and contains sufficient information to permit reasonable follow-up.
A lead is not automatically invalid because:
- the customer does not answer
- the customer changes their mind
- the customer compares providers
- the customer does not purchase
- the Partner does not win the job
- the customer rejects the Partner's pricing
A lead may qualify for review where it is demonstrably:
- spam
- fraudulent
- outside the agreed category
- outside the required territory
- a qualifying duplicate
- based on unusable or false contact information
14. Lead Credits
Requests for lead credits must normally be submitted within 7 days of receiving the lead unless another timeframe is shown in the Partner Portal.
The Partner must provide reasonable supporting information.
If NearMe AI confirms that the opportunity fails the agreed lead criteria, NearMe AI may issue an account credit.
Credits are normally applied against future opportunity charges rather than being issued as cash refunds, except where otherwise required or agreed.
15. No Performance Guarantee
NearMe AI does not guarantee:
- search rankings
- Google Maps rankings
- AI-search placement
- traffic
- lead volume
- customer numbers
- sales
- revenue
- profit
- conversion rates
- return on investment
SEO, Google, Maps and AI-search performance depend partly on third-party platforms, competitors, algorithms and market conditions outside NearMe AI's direct control.
16. Partner Responsibilities
Partners are responsible for:
- maintaining accurate business information
- maintaining required licenses and insurance
- complying with applicable laws
- responding professionally to customers
- maintaining valid payment details
- providing lawful and professional services
- appropriately handling customer data
The Partner remains responsible for products and services supplied to its customers. NearMe AI is not a party to the service agreement between the Partner and the end customer.
17. Sale or Transfer of a Protected Territory Position
17.1 Transfers Are Permitted Subject to Approval
A Partner may request to sell or transfer its protected NearMe AI category position to another eligible business.
Any transfer requires NearMe AI's prior written approval.
The Partner cannot independently assign, sublicense, sell, pledge or transfer its NearMe AI territory rights without approval.
17.2 What Is Being Transferred
The seller is not selling ownership of geographic land or the geographic territory itself.
The proposed transaction transfers the contractual right, subject to NearMe AI approval, to hold the applicable protected NearMe AI category position.
17.3 Buyer Approval
The proposed buyer must satisfy NearMe AI's reasonable eligibility requirements, which may include:
- legitimate operating business
- appropriate business category
- licensing requirements
- compliance standards
- financial standing
- onboarding requirements
The buyer must accept NearMe AI's then-current Partner Terms and subscription arrangement.
NearMe AI may reasonably refuse a proposed transfer if the proposed buyer fails to meet these requirements.
17.4 Territory Transfer Fee
On completion of an approved sale or transfer, NearMe AI is entitled to a 15% Transfer Fee calculated on the Gross Transfer Consideration, subject to a minimum transfer fee of $2,500, unless NearMe AI expressly agrees otherwise in writing.
“Gross Transfer Consideration” means the total monetary and non-monetary value paid or payable, directly or indirectly, in connection with acquiring the protected NearMe AI territory position and associated contractual rights.
The Transfer Fee will normally be payable by the outgoing Partner at or before settlement.
The seller and buyer may privately agree who bears the economic cost, but their private agreement does not affect NearMe AI's entitlement to receive the Transfer Fee.
17.5 Anti-Avoidance
The Transfer Fee also applies where substantially the same economic result is achieved through:
- asset sale
- assignment
- change of control
- sale of a controlling ownership interest
- merger
- another transaction whose principal effect is transferring control of the protected territory position
A bona fide internal corporate restructuring involving substantially identical beneficial ownership may be exempted by NearMe AI in writing.
17.6 Sale Price Disclosure
The Partner must provide NearMe AI with reasonable evidence of the transaction value and material transfer terms necessary to calculate the Transfer Fee.
NearMe AI must treat confidential commercial information appropriately, except where disclosure is needed to administer or enforce the agreement or comply with law.
17.7 Outstanding Amounts
All outstanding:
- subscription fees
- lead/opportunity fees
- other amounts owed to NearMe AI
must be paid before a transfer can be completed unless NearMe AI agrees otherwise.
17.8 Subscription After Transfer
The incoming Partner will normally enter NearMe AI's then-current subscription arrangement applicable to the territory.
The outgoing Partner's historic or promotional pricing does not automatically transfer to the new Partner.
17.9 No Guaranteed Resale Value
NearMe AI does not guarantee:
- that a territory position can be sold
- that a buyer will be approved
- any future resale value
- any investment return
The seller and buyer negotiate transaction value independently.
NearMe AI does not act as a business broker, investment adviser or agent merely by approving the transfer.
18. Intellectual Property
NearMe AI retains ownership of its:
- brand
- trademarks
- software
- databases
- systems
- platform
- methodologies
- technology
Territory participation does not give a Partner ownership of NearMe AI intellectual property.
19. Partner Content
The Partner grants NearMe AI permission to use business information, logos, photographs and other materials provided by the Partner where reasonably necessary to deliver NearMe AI services.
The Partner confirms it has the legal right to provide those materials.
20. Privacy and Data
NearMe AI will process personal information according to its Privacy Policy (available at /privacy) and applicable laws. The Lead Credit Policy is available at /lead-credit-policy.
Partners remain responsible for their own legal obligations concerning customer information they receive.
21. Suspension
NearMe AI may suspend services or territory protection where reasonably necessary because of:
- unresolved payment failures
- fraud
- serious breach
- misuse of the platform
- unlawful conduct
- serious customer harm
- conduct materially damaging to the NearMe AI network
Where reasonably practical, NearMe AI should provide notice and an opportunity to remedy the issue.
22. Termination
Either party may terminate for a material breach that remains unresolved after a reasonable written cure period where the breach can reasonably be corrected.
NearMe AI may terminate immediately for serious matters including:
- fraud
- unlawful conduct
- deliberate misuse of customer information
- serious reputational harm
- repeated non-payment
- material breaches that cannot reasonably be remedied
Territory protection ends when termination becomes effective.
23. Third-Party Platforms
NearMe AI services may depend on external platforms including Google, mapping services, search engines, AI platforms, analytics providers, hosting providers and other third-party services.
NearMe AI does not control those platforms and cannot guarantee their ongoing functionality, algorithms or policies.
24. Limitation of Liability
To the maximum extent permitted by applicable law, NearMe AI, its officers, employees and contractors will not be liable for any indirect, incidental, special, exemplary or consequential loss or damage, including loss of profits, revenue, goodwill, data or business opportunities, arising out of or in connection with these Terms or the NearMe AI services, however caused.
To the maximum extent permitted by applicable law, NearMe AI's total aggregate liability arising out of or in connection with these Terms is limited to the subscription fees paid by the Partner to NearMe AI in the three (3) months immediately preceding the event giving rise to the claim. Any monetary liability cap applies only to the extent permitted by applicable law.
Nothing in these Terms excludes, restricts or modifies any right, remedy or guarantee that cannot lawfully be excluded, restricted or modified.
25. Indemnification
To the extent permitted by applicable law, the Partner will indemnify and hold harmless NearMe AI from reasonable losses, liabilities, costs and expenses (including reasonable legal fees) arising from third-party claims caused by:
- the Partner's products or services
- the Partner's unlawful conduct
- the Partner's misuse of customer information
- infringement caused by materials provided by the Partner
- the Partner's material breach of these Terms
This indemnity is reduced to the extent a loss is caused by NearMe AI's own negligence, breach or unlawful conduct.
26. Changes to Terms
NearMe AI may update these Terms from time to time.
Material changes affecting existing Partner rights or commercial obligations should be communicated with appropriate notice where required.
27. Independent Businesses
The parties are independent contracting businesses. Nothing in these Terms creates an employment, partnership, joint venture, fiduciary or agency relationship.
The Partner cannot enter into agreements on behalf of NearMe AI.
28. Governing Law
These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws principles.
Any dispute arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in Wyoming, United States, unless otherwise required by applicable law.
29. Entire Agreement
The following collectively form the agreement between NearMe AI and the Partner:
- these Partner Terms
- the applicable territory order/quote
- the Privacy Policy
- the Lead Credit Policy
- any additional written commercial terms
Specifically agreed territory/order terms control where they conflict with these general Terms on the same specific matter.
30. Contact
- Legal company name: NearMe AI LLC
- Business address: 1021 E Lincolnway Suite #10889, Cheyenne, Wyoming 82001, United States
- Support email: hello@nearmeai.com