Platform Terms

Nerd Motors operates NerdMotors.com, a vehicle listing site, and the supporting inventory pipeline. The Service consists of ingesting Dealer's inventory, displaying it on NerdMotors.com and on Dealer's store page, capturing shopper leads on those pages and delivering them to Dealer, and syndicating Dealer's inventory to advertising platforms in Dealer's name, all as authorized in the Order Form.

We may improve or change how the Service works, but we will not expand the permitted uses of Dealer Content beyond what the Order Form authorizes without Dealer's separate written consent.

"Dealer Content" means Dealer's vehicle photos, descriptions, pricing, inventory data, store name and logo. Dealer keeps all ownership of Dealer Content.

Dealer grants Nerd Motors a non-exclusive, worldwide, royalty-free, revocable license to host, reproduce, reformat, resize and display Dealer Content solely for the purposes listed in the Order Form. This license ends when the Agreement ends, except for copies retained in routine backups and for the aggregate data described in Section 10.

Dealer is solely responsible for the accuracy, completeness and legality of Dealer Content, including vehicle pricing, availability, condition, history and any required disclosures.

Nerd Motors takes inventory from Dealer's public listings or Dealer's feed and displays what it receives. We do not verify vehicle condition, title status or pricing. Dealer will keep its source of inventory current and will tell us promptly if a listing is wrong.

Parts of the Service are automated and AI-assisted. We use these tools to normalize inventory data, to write or rewrite vehicle descriptions and marketing copy, to produce or edit listing media, and to summarize and score listings. Dealer can ask us at any time which outputs for its store are AI-assisted, and we will tell it.

AI-assisted output is prepared from Dealer's own inventory data. It is not a substitute for Dealer's review: Dealer remains responsible for the substance of everything published under its name, including pricing, condition and required disclosures, as stated in Sections 3 and 11. Dealer may tell us in writing to stop using AI-generated descriptions for its listings, and we will.

We do not license or sell Dealer Content to third parties for AI model training.

Leads generated on Dealer's listings are Dealer's property. We deliver them to the destination in the Order Form and retain a copy solely to operate, support, secure and report on the Service.

We do not sell Dealer's leads to any other dealership, we do not route Dealer's shoppers to a competing dealership from Dealer's own listing pages, and we do not sell advertising against Dealer's listings to competing dealerships.

Roles. For shopper personal information collected through Dealer's listings, Dealer is the controller and Nerd Motors is the processor — a service provider under applicable United States state privacy laws. We process that information only to deliver leads to Dealer and to operate, secure, support and report on the Service. We do not sell it, we do not share it for cross-context behavioral advertising, and we do not use it to build profiles for any other dealership.

Security. We maintain administrative, technical and physical safeguards appropriate to the data, including access controls, encryption in transit, and limiting access to personnel who need it to run the Service.

Breach notification. If we confirm a security breach affecting Dealer Content or the shopper personal information we process for Dealer, we will notify Dealer without undue delay and no later than seventy-two (72) hours after confirming it, tell Dealer what we know and what we are doing about it, and cooperate with Dealer's own notification obligations.

Deletion and consumer requests. On Dealer's written request we will delete or return the shopper personal information we process for Dealer, except where the law requires us to keep it or where it has been aggregated and de-identified. We will give Dealer reasonable assistance in responding to consumer rights requests it receives.

Subprocessors. We use service providers — hosting, email delivery, analytics and AI providers — bound to confidentiality obligations no less protective than this Section. A current list is available on request. A separate data processing addendum is available on request, and if the parties execute one it controls over this Section.

Shoppers. Our own handling of shopper information is described at nerdmotors.com/privacy. Dealer remains responsible for its own posted privacy policy and for its handling of the leads after we deliver them.

Fees are stated in the Order Form and are billed monthly in advance. We invoice Dealer for each month, and Dealer pays by check to the remit-to address on the Order Form or by any other method the parties agree to in writing. We do not store card details, and we will not charge a payment method automatically unless Dealer separately asks us to. Fees already paid for a month in progress are non-refundable.

The monthly fee is held through the rate-lock date in the Order Form; we will not increase it before that date. After it, we may change the fee on thirty (30) days' written notice to the contact on the Order Form, and Dealer may end the Agreement before the new rate takes effect.

Fees are exclusive of sales, use and similar taxes, which we will add where applicable. If an invoice goes unpaid, we will notify Dealer and may suspend listings if the balance is not cured within fifteen (15) days.

The Agreement starts on Dealer's signature and continues month to month. Either party may end it on thirty (30) days' written notice, effective at the end of the then-current month. There is no committed term and no early termination fee. Either party may also terminate for material breach if the breach is not cured within thirty (30) days of written notice.

We may suspend or remove listings immediately if we reasonably believe they are unlawful, infringing, or create risk for shoppers, and we will tell Dealer why.

On termination we remove Dealer's listings from NerdMotors.com and withdraw Dealer's inventory from the advertising platforms within five (5) business days. Sections 5, 6, 10, 12, 13, 14, 15 and 18 survive termination.

Dealer represents that: (a) the person signing the Order Form is the owner, General Manager, or otherwise authorized to bind the dealership and to grant the permissions in it; (b) Dealer owns or has the right to license all Dealer Content, including photography taken by third parties; and (c) participating in the Service does not violate any agreement Dealer has with a manufacturer, franchisor, website vendor or advertising provider.

Dealer is responsible for obtaining any manufacturer or vendor approval its own agreements require.

The Nerd Motors software, crawlers, data pipeline, normalization logic, analytics models, and any aggregated or derived data that does not identify Dealer's individual vehicles or Dealer's shoppers, are and remain the exclusive property of Nerd Motors, during and after the term.

Dealer receives no license or ownership interest in them. Nothing in this Agreement transfers any Nerd Motors intellectual property to Dealer.

Each party will comply with applicable law in performing this Agreement, including advertising, pricing-disclosure and consumer-protection rules governing vehicle advertising. Dealer is responsible for the substance of its own vehicle advertising and pricing claims as displayed in Dealer Content.

The Service is provided "as is" and "as available". Nerd Motors does not guarantee any particular volume of leads, shoppers, impressions, search rankings, traffic or vehicle sales, and makes no representation about results.

We do not warrant that the Service will be uninterrupted or error-free, and we are not responsible for the acts, policies or outages of third-party platforms, including Google and Meta. Except as expressly stated here, we disclaim all implied warranties, including merchantability and fitness for a particular purpose, to the fullest extent permitted by law.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits or lost business, even if advised of the possibility.

Nerd Motors' total aggregate liability arising out of or relating to this Agreement will not exceed the total fees Dealer paid to Nerd Motors in the three (3) months immediately before the event giving rise to the claim. These limits do not apply to Dealer's indemnity obligation in Section 14 or to either party's liability for fraud or willful misconduct.

Dealer will defend, indemnify and hold harmless Nerd Motors, Nerd Motive, Inc. d/b/a Nerd Motors and their officers, employees and contractors from any third-party claim, damage, loss or expense (including reasonable attorneys' fees) arising from Dealer Content, Dealer's inventory, Dealer's pricing or disclosures, Dealer's dealings with shoppers or customers generated through the Service, or Dealer's breach of Section 9.

Nerd Motors will notify Dealer promptly of any such claim and will reasonably cooperate in the defense.

Each party will keep the other's non-public business information, including pricing under the Order Form, confidential and use it only to perform this Agreement. This does not apply to information that is public, independently developed, or required to be disclosed by law.

Neither party is liable for any delay or failure to perform caused by something outside its reasonable control. This includes acts of God, natural disaster, fire, flood, epidemic or public health emergency, war, terrorism, civil unrest, labor disruption, government action, utility or telecommunications failure, hosting or internet outages, denial-of-service and other attacks, and the acts, outages, policy changes, suspensions or terminations of third-party platforms — including Google, Meta, payment processors, and inventory, feed or website vendors.

This does not excuse Dealer's obligation to pay for Service already delivered. If an event under this Section prevents us from delivering the Service for more than thirty (30) consecutive days, either party may terminate on written notice, and we will refund Dealer's prepaid, unused fees for the affected period on a pro rata basis.

We may update these Platform Terms. If a change materially reduces Dealer's rights, we will give Dealer at least thirty (30) days' notice by email to the contact on the Order Form, and Dealer may terminate without penalty before the change takes effect. Continued use after the effective date is acceptance.

The fees and the authorizations in the Order Form cannot be changed this way — those require a written amendment.

Governing law and venue. Georgia law governs this Agreement, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Georgia.

Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign it in full to a successor in connection with a merger, acquisition or sale of substantially all of its assets.

Notices. Notices to Dealer go to the email on the Order Form. Notices to Nerd Motors go to driegel88@nerdmotive.com.

Entire agreement. The Order Form and these Platform Terms are the entire agreement and supersede any prior discussions. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest stays in effect. Nothing here creates a partnership, joint venture or agency relationship, and there are no third-party beneficiaries.