Terms of Service

1. Definitions#

• "Platform" — the NexusMotive multi-tenant SaaS platform, including dealer websites, admin dashboards, the AI Inventory Connector, the NexusID identity graph, ad-measurement integrations, and the marketing site at nexusmotive.com.
• "Dealer Customer" — a dealership or dealer group that has entered into a written Order Form or Master Services Agreement with NexusMotive.
• "End User" — a consumer who interacts with a Dealer Customer's website or the AI Inventory Connector.
• "Customer Data" — any data the Dealer Customer or an End User submits to the Platform, including leads, deals, service records, chat transcripts, and ad-account telemetry.
• "NexusMotive Data" — anonymized aggregates, the NexusID identity graph, propensity models, benchmark tables, and other data NexusMotive derives from operating the Platform across the dealer network.

2. Service Description#

NexusMotive provides a multi-tenant software platform for automotive dealerships. The Platform includes (without limitation) hosted dealer websites, inventory search and merchandising, lead capture and routing, on-site chat, the AI Inventory Connector for ChatGPT / Perplexity / Claude / Gemini / Bing, ad-account integrations (Google, Meta, Microsoft, TikTok), CRM and DMS connectors, the NexusID identity graph, and a suite of admin dashboards for the dealer and for NexusMotive operators.

Specific features available to a Dealer Customer are set out in the applicable Order Form. NexusMotive may add or improve features over time. We will not materially degrade a Dealer Customer's subscribed features without notice.

3. Acceptable Use#

You agree not to, and not to permit any third party to:

• Scrape, harvest, mass-download, or build a competing dataset from the Platform.
• Resell, sublicense, lease, or commercially exploit the Platform other than as permitted under your Order Form.
• Reverse-engineer, decompile, or attempt to derive the source code of the Platform, except to the extent that applicable law expressly prohibits the restriction.
• Probe, scan, or test the vulnerability of the Platform without prior written authorization through our coordinated-disclosure program at security@nexusmotive.com.
• Use the Platform to send unsolicited commercial communications in violation of the CAN-SPAM Act or the Telephone Consumer Protection Act.
• Upload, transmit, or store malicious code, content that is unlawful, defamatory, infringing, or that you do not have a lawful basis to process.
• Use the Platform to discriminate against any protected class under federal, state, or local law (including the Equal Credit Opportunity Act in any financing context).
• Circumvent rate limits, abuse-prevention controls, or single-sign-on access boundaries.

4. Customer Data and Privacy#

As between NexusMotive and the Dealer Customer, the Dealer Customer owns all Customer Data and grants NexusMotive a worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide and improve the Platform and to perform our obligations under the applicable Order Form.

NexusMotive owns the NexusMotive Data, the Platform itself, and all anonymized aggregates derived from the operation of the Platform. The license to use the Platform does not transfer ownership of the Platform or the NexusMotive Data to the Dealer Customer.

Privacy and security obligations between NexusMotive and the Dealer Customer are set out in the Data Processing Addendum at /legal/dpa, which is incorporated into these Terms by reference.

5. Fees and Billing#

Fees are set out in the Dealer Customer's Order Form. Unless the Order Form states otherwise, fees are billed monthly in advance, are non-refundable, and are exclusive of taxes (Dealer Customer is responsible for all sales, use, VAT, and similar taxes, other than taxes on NexusMotive's net income).

Payments not received within 30 days of the invoice date accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. NexusMotive may suspend Platform access for accounts more than 60 days past due, after providing 10 days' written notice.

6. Service Level Agreement (SLA)#

NexusMotive targets 99.9% monthly uptime for the production Platform, measured as the percentage of minutes in a calendar month during which the production website-rendering path returns a 200-class HTTP response to a healthy synthetic probe.

The SLA excludes:

• Scheduled maintenance windows — announced at least 72 hours in advance, generally Sunday 02:00–06:00 US Eastern Time.
• Issues caused by Customer's acts or omissions, including Customer's misconfiguration of DNS, ad accounts, or CRM connectors.
• Force majeure events as defined in §13 below.
• Failures of upstream sub-processors that NexusMotive cannot reasonably mitigate (for example, an AWS region outage), provided that NexusMotive promptly engages disaster-recovery procedures.

If monthly uptime falls below 99.9%, the affected Dealer Customer may request a service credit equal to 5% of that month's subscription fee for each full percentage point below the target, up to a maximum of 25%. Service credits are the Dealer Customer's sole and exclusive remedy for SLA breaches.

7. Warranties and Disclaimers#

Each party represents and warrants that it has the legal authority to enter into these Terms and that it will comply with all laws applicable to its performance.

NEXUSMOTIVE PROVIDES THE PLATFORM "AS IS" AND "AS AVAILABLE". EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER FORM, NEXUSMOTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NEXUSMOTIVE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Indemnification#

NexusMotive will defend the Dealer Customer against any third-party claim that the Platform, as provided by NexusMotive and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded by a court of competent jurisdiction or agreed in settlement.

The Dealer Customer will defend NexusMotive against any third-party claim arising out of (a) Customer Data, (b) the Dealer Customer's use of the Platform in violation of these Terms or applicable law, or (c) any disclosure made by the Dealer Customer to an End User.

The indemnifying party's obligations are conditioned on the indemnified party (i) giving prompt written notice of the claim, (ii) giving the indemnifying party sole control of the defense and settlement, and (iii) providing reasonable cooperation at the indemnifying party's expense.

9. Limitation of Liability#

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES THE DEALER CUSTOMER PAID OR WAS OBLIGATED TO PAY TO NEXUSMOTIVE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this §9 do not apply to (a) either party's indemnification obligations under §8, (b) either party's breach of confidentiality obligations, or (c) Dealer Customer's payment obligations.

10. Term and Termination#

These Terms remain in effect for the term set out in the applicable Order Form. Either party may terminate for the other party's uncured material breach upon 30 days' written notice. Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

On termination, NexusMotive will, on the Dealer Customer's written request made within 30 days, make the Customer Data available for export in a commercially reasonable format. After that 30-day period, NexusMotive may delete the Customer Data, except as required by law or our retention policy in §9 of the Privacy Policy.

11. Governing Law#

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12. Dispute Resolution; Arbitration; Class Waiver; Jury Waiver#

The parties will first attempt in good faith to resolve any dispute through executive-level negotiation, beginning within 30 days of one party's written notice of the dispute.

Any dispute that is not resolved through negotiation will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, by a single arbitrator, in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

Notwithstanding the arbitration provision, either party may seek injunctive or other equitable relief in the state or federal courts located in New Castle County, Delaware, for actual or threatened infringement, misappropriation, or violation of intellectual-property rights or confidentiality obligations.

13. Force Majeure#

Neither party will be liable for any failure or delay in performance, other than payment obligations, to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disturbances, governmental action, internet or telecommunication failures of third-party providers, or pandemics.

14. Miscellaneous#

These Terms, together with the applicable Order Form, the Privacy Policy, the Data Processing Addendum, and the Cookies Policy, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the same subject. No modification is effective unless in writing and signed by both parties (electronic signatures count).

These Terms do not create a partnership, joint venture, agency, or employment relationship. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

If any provision is held invalid, the remaining provisions will continue in full effect, and the invalid provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent. A waiver is effective only if in writing and signed by the waiving party.

15. Contact#

For questions about these Terms, contact legal@nexusmotive.com. For coordinated security disclosures, contact security@nexusmotive.com.