Dealer Program Terms

These Dealer Program Terms ("Dealer Terms") are an agreement between Low Miles No Miles, LLC ("LMNM," "we" or "us") and the motor vehicle dealer business that joins the LMNM dealer program (the "Dealer"). They are part of the Low Miles No Miles Terms of Use and apply together with the Terms of Use, the Fee Schedule and Refund Policy, the Auction Rules (when the Dealer auctions a vehicle) and the Community Rules. If these Dealer Terms conflict with another of those documents on a subject these Dealer Terms cover, these Dealer Terms control.

The person who accepts these Dealer Terms for the Dealer represents that they are authorized to bind the Dealer. The Dealer's order (the plan or listing the Dealer selects, as confirmed on the Service or in a written order form) is part of these Dealer Terms.

1. Joining the program

1.1. Eligibility. The dealer program is for businesses licensed to sell motor vehicles where they operate. The Dealer must give LMNM its legal name, any trade name, business address, website, the license number and issuing state of each dealer license it holds, and any other information we reasonably request.

1.2. License check. LMNM checks the Dealer's license information before activating the Dealer's organization, except as Section 1.4 provides, and may re-check it at any time. LMNM records what it checked and when. This check is a condition of participation. It is not a representation by LMNM to buyers that the Dealer complies with the law, and LMNM does not promise to monitor the Dealer's license status. The Dealer must tell LMNM within 5 business days if any of its dealer licenses is suspended, revoked, expires or changes.

1.3. Labels. LMNM may show a label such as "Dealer" or "License checked" on the Dealer's pages. Any such label describes only what LMNM checked and when.

1.4. Dealers from LMNM's earlier website. A Dealer that held a paid dealer subscription on LMNM's earlier website when the Service launched may have its organization activated on the basis of that relationship before LMNM completes the license check in Section 1.2. LMNM records the basis and date of that activation. It does not mean LMNM has checked the Dealer's license, and LMNM will not show a "License checked" label until it has. LMNM will complete the dealer-license check within 90 days after the Service launches, provided the Dealer timely supplies the information reasonably needed for verification. The Dealer must provide the information in Section 1.1 when asked. If the Dealer does not provide the required information or the license cannot be verified for a reason other than the temporary unavailability of the licensing source, LMNM may suspend the Dealer's organization under Section 11 until verification is completed. LMNM's reading of the Dealer's website for its inventory, which the Dealer authorized under the previous relationship, continues under Section 3.1. A subscription billed through the earlier website keeps its existing price and allowance until it ends or the Dealer moves to a plan in Section 6.2, as Section 10.2 describes. A move from such a subscription to a plan in Section 6.2 starts when the earlier subscription's paid period ends. Any additional capacity LMNM provides during the transition is temporary, does not change the Dealer's underlying subscription allowance, and may be adjusted or ended by LMNM upon notice to the Dealer.

2. The Dealer's organization and team

2.1. The Dealer participates through a dealer organization on the Service, which holds its business information, locations (rooftops) and team members. Each team member has a personal account under the Terms of Use.

2.2. The Dealer decides who its team members are and what roles they have, is responsible for everything they do on the Service for the Dealer, and must remove anyone who should no longer have access. A team member who lists, bids, makes or accepts offers, or messages buyers for the Dealer binds the Dealer.

3. Inventory from the Dealer's website

3.1. Authorization. The Dealer authorizes LMNM to read the vehicles, photos, descriptions, mileage and prices published on the Dealer's website or inventory feed and to bring them into the Service on a schedule, for as long as the Dealer's organization is active. The Dealer represents that it has the right to grant this authorization for all of that material, including photos taken by third parties. The Dealer may withdraw this authorization at any time by writing to dealers@lowmilesnomiles.com.

3.2. Review and publication. LMNM decides which vehicles are published, may review any vehicle before or after it appears, and may remove a published vehicle at any time. A new vehicle from the Dealer's website waits for LMNM's review before it appears, unless LMNM has set the Dealer's website to publish new vehicles automatically and the vehicle meets LMNM's qualification standard on the information the website gives, in which case it appears without a person reviewing it first. A vehicle that does not meet the standard is not published unless LMNM approves it, and the Dealer may ask for Exceptional Review. When the Dealer's website changes, a change reaches a published listing by itself only in the fields LMNM trusts the website to update, and LMNM reviews other changes before applying them. The Dealer can switch off automatic publication, and any field that updates automatically, from its dashboard.

3.3. Keeping it current. The Dealer is responsible for keeping its website and feed accurate. Because LMNM reads the website on a schedule, a change on the Dealer's website may take time to appear on the Service. The Dealer must mark a vehicle sold or unavailable on the Service, or tell LMNM, promptly when it sells or becomes unavailable.

4. Listing price and advertising

4.1. Every published vehicle must show a price. The "listing price" is the price at which the Dealer will sell the vehicle to any consumer, including all fees, add-ons and charges the Dealer requires, except taxes, government title and registration fees, and any documentary or processing fee that the law of the Dealer's state permits the Dealer to show separately. Any separately stated documentary or processing fee must be disclosed next to the price as that law requires.

4.2. The Dealer will honor the listing price shown on the Service for a buyer who relies on it, unless the listing contained an obvious error that the Dealer corrects promptly.

4.3. The Dealer is responsible for complying with the advertising, pricing and disclosure laws that apply to its listings in every state where it advertises or sells, and for including any disclosure those laws require.

5. The Dealer's representations

For every vehicle published through its organization, and every auction it enters, the Dealer represents and agrees that:

1. it holds every dealer license the law requires for the sale, and the license information it gave LMNM is accurate;
2. it owns the vehicle or has written authority to sell it;
3. the vehicle is actually available for sale at the listing price, and the Dealer will remove it within one business day of its sale or other unavailability;
4. the VIN, year, make, model, mileage, odometer status, title status and any title brand, prior use known to the Dealer (such as rental, fleet or manufacturer buyback), known accident, flood or frame damage, and known open safety recalls are stated accurately and completely;
5. where the FTC Used Car Rule applies, it prepares and displays the required Buyers Guide, tells LMNM on request which warranty option the Buyers Guide shows, and makes no statement on the Service that contradicts the Buyers Guide;
6. it complies with federal and state odometer, title, lien, tax, temporary registration and warranty laws that apply to its sales, and delivers clear title as the law requires;
7. any warranty or service contract it offers is between the Dealer (or a third-party provider) and the buyer, and the Dealer does not describe any vehicle as sold "as is" where the law does not allow it;
8. it reviews any description LMNM writes or edits for its vehicles and corrects anything inaccurate before approving it. For a classified listing, a description is treated as approved if the Dealer does not object within 2 business days after LMNM sends it for review, but the Dealer must still correct any error it later learns of. An auction listing must be approved by the Dealer before the auction starts (Auction Rules 14.3);
9. it will not state or suggest that LMNM inspects, certifies, guarantees or warrants its vehicles, or that LMNM endorses the Dealer;
10. it handles buyer contact information it receives through the Service only to respond to that buyer and complete the transaction, and complies with telemarketing, text message, email and privacy laws (including consent requirements for calls and texts) when contacting buyers. It may not add buyers to marketing lists without their consent; and
11. it has the rights to all content it provides and grants LMNM the license in Section 12 of the Terms of Use for that content.

6. Plans, one-off listings and benefits

6.1. One-off listings. A Dealer without an active plan can list a qualifying vehicle for $49 per vehicle for 60 days.

6.2. Plans. The Dealer may select a plan from those LMNM publishes. Each plan is a monthly subscription with a stated capacity (the number of the Dealer's vehicles that may be live on the Service at once, as Section 6.3 describes), a number of locations, and the benefits stated for the plan below. Starter, Growth, Pro and Group are bought online (Section 10). Enterprise is arranged with LMNM. The current plans are:

Vehicle and rooftop limits: as published for the applicable plan on LMNM's dealer pricing page when the Dealer purchases the plan. The plan the Dealer buys, with its price, limits and benefits as shown when it buys, is recorded with the Dealer's order.

6.3. Capacity. Capacity counts only the Dealer's live vehicles: listings that are published on the Service, whether they came from the Dealer's website or were submitted another way. Drafts, listings waiting for LMNM's review, vehicles read from the Dealer's website that have not been published, and vehicles that have sold, ended, been withdrawn or been declined do not count. The Dealer chooses which of its eligible vehicles go live; the order of the vehicles on the Dealer's website does not choose them. LMNM publishes a vehicle only within the Dealer's capacity, so while the Dealer is at capacity a vehicle is not published until a place frees up, unless an extra listing covers it (Section 6.7).

6.4. Periodic benefits. Included Featured placements and seller-fee waivers are issued for each month of the plan, or for each three-month period where the table says "per quarter", counted from the time the plan's benefits start. If the Dealer changes plan, or paused benefits resume (Section 10.7), the periods are counted again from the time the new or resumed benefits start. Included Featured placements and seller-fee waivers are for the period they are issued for, expire at the end of that period if unused, and do not carry over to a later period. They have no cash value, cannot be transferred to another person or account, and cannot be exchanged for money or credit. An included Featured placement can be used only on an active listing that is eligible for Featured placement. They cannot be used while the plan's benefits are paused, and unused ones end when the plan changes or ends. Section 8 explains how seller-fee waivers are used.

6.5. Account-specific arrangements. LMNM may agree in writing to give a Dealer additional capacity, locations or benefits, or other special terms. LMNM records each arrangement with its terms and dates. An arrangement applies only as written. Enterprise is arranged this way: its price, capacity, locations, benefits and term are those stated in a written order or grant for the Dealer's account.

6.6. Extra Featured placements. The Dealer may add Featured placement to any of its listings on the terms in the Fee Schedule, in addition to any its plan includes.

6.7. Extra listings. A Dealer with an active plan may buy an extra listing for a specific vehicle, for the per-vehicle price and term stated for dealer listings in the Fee Schedule. An extra listing lets that vehicle stay live for the term paid for when the Dealer is at capacity. It applies to that vehicle only and is not a reusable place. The same vehicle is not charged for twice or counted twice against capacity, and if the extra listing ends early it does not become a place for another vehicle.

7. Featured placement

7.1. Featured placement. Featured placement, whether bought or included in a plan, works as the Fee Schedule describes and is labeled "Sponsored" wherever it appears. An included Featured placement is used by choosing one of the Dealer's live vehicles to feature. Only a team member with the owner role, or a manager for all of the Dealer's locations, can use one.

7.2. No guaranteed results. Featured placement does not guarantee any number of views, impressions, reach, engagement, followers, leads, inquiries, bids, offers or sales.

7.3. Editorial and social promotion. A plan makes the Dealer's vehicles eligible for LMNM editorial and social promotion. LMNM alone decides whether to promote a vehicle, which vehicle, and the timing, channel, creative and frequency of any promotion. No plan guarantees any post, feature or placement on LMNM's editorial or social media accounts, or any number of views, impressions, reach, engagement, followers, leads, inquiries, bids, offers or sales. If the Dealer's plan influenced a vehicle's eligibility for, selection for, or placement in LMNM's editorial or social promotion, LMNM clearly discloses the paid relationship, for example with a "Paid partnership" or "Ad" label suited to the platform and format, as Section 9 of the Terms of Use describes.

8. Auctions

When the Dealer auctions a vehicle, the Auction Rules apply, the Dealer is the seller, and the Dealer's team members may not bid on the Dealer's vehicles. When LMNM accepts a Reserve auction from the Dealer, a seller-fee waiver available to the Dealer for that period, from its plan or from an LMNM promotion, is applied automatically and the auction seller fee is waived. The waiver is shown on the Dealer's dashboard and on the auction's fee line. LMNM decides whether to accept an auction, and a plan's waivers do not guarantee that it will. If no waiver is left for the period, the Reserve auction seller fee in the Fee Schedule is due. A No Reserve auction carries no seller fee, so no waiver is used on one. The Dealer's own sale documents may be used where the law requires, but may not add any charge not disclosed in the listing.

9. Buyer inquiries

Buyers contact the Dealer through the Service, and inquiries are delivered to the team members the Dealer designates for each location. The Dealer should respond promptly and truthfully. The Dealer may continue a conversation by phone or email once a buyer has contacted it, but must comply with Section 5(10) and the Community Rules.

10. Billing, renewal and cancellation

10.1. Buying a plan. Starter, Growth, Pro and Group are bought online, from Billing on the Dealer's dashboard, once LMNM has activated the Dealer's organization (Section 1.2, or Section 1.4 for a Dealer from LMNM's earlier website). Only a team member with the owner role, or a manager for all of the Dealer's locations, can buy, change or cancel a plan online. The Dealer is the customer for its plan. Payment is made on our payment processor's checkout page, and LMNM does not receive or store the card number. Enterprise is not bought online: its price, billing and term are as LMNM and the Dealer agree in writing.

10.2. Automatic renewal. A plan starts when its first month is paid at checkout and is billed monthly in advance. It renews automatically every month at the plan's price until the Dealer cancels: each later month is charged when the next monthly billing period begins, to the payment method given at checkout or one later saved in Billing. By buying a plan, the Dealer authorizes LMNM, through our payment processor, to charge the plan's price each month until the plan is canceled. The renewal terms the buyer agrees to at checkout are kept with the order, and Billing shows the next billing date. A subscription the Dealer held on LMNM's earlier website continues at its existing price and billing schedule until it ends or the Dealer cancels it, charged to the card transferred from LMNM's earlier payment processor to our current one, or to another card the Dealer saves for it. LMNM notifies the Dealer of the first charge on the current system only after the current website has launched publicly, and at least 7 full days before that charge, with the amount, the date, the billing schedule, and how to cancel or update the card. Until then, and if the Dealer's next renewal falls less than 7 full days after that notice, the subscription renews on LMNM's earlier website at its existing price and date. A transferred card is used only to continue that existing subscription; any change to its amount, schedule or product needs the Dealer's new authorization, and it is not used for any other purchase unless the Dealer confirms that in its account. Changing or removing the card does not cancel the subscription. If the card is removed or cannot be charged and no other card is saved for the subscription, the failed-payment steps in Section 10.7 apply: LMNM sends notices, the payment is tried again, and the Dealer can add a card before the subscription is paused or ends. A Dealer that wants to end the subscription should cancel it (Section 10.3). Once such a subscription ends, it is not restored at its earlier price unless LMNM expressly offers that.

10.3. How to cancel. The Dealer can cancel a plan online at any time from Billing, or by writing to dealers@lowmilesnomiles.com. The Dealer does not need to call or chat with anyone to cancel. LMNM confirms each cancellation by email to the Dealer's owners (Section 10.6), including the date the plan ends.

10.4. When cancellation takes effect. Cancellation takes effect at the end of the current monthly billing period, and the plan does not renew. The plan's benefits continue until then, unless they are paused under Section 10.7. Until the plan ends, the Dealer can withdraw the cancellation from Billing, and the plan then continues to renew. Partial months are not refunded, except as the Refund Policy provides when LMNM ends a plan for reasons that are not the Dealer's fault.

10.5. Price and plan changes. The price of a plan is the price LMNM publishes for it when the Dealer buys it, as shown at checkout. Except as provided in Section 15.3, the price, included benefits, capacity and locations of the Dealer's plan do not change while the plan continues. LMNM may publish new prices or benefits for its plans, and they apply to the Dealer only if it changes plan or buys a plan again, or as Section 15.3 allows. Plan prices do not include sales, use or similar taxes, and where LMNM must collect a tax on a plan, it is shown before the Dealer confirms. Except as Section 1.4 provides for a subscription from LMNM's earlier website, the Dealer can change its plan from Billing:

• A move to a higher-priced plan takes effect at once. The new plan's benefits replace the current plan's, and the difference in price for the rest of the current billing period, calculated in proportion to the time left, is charged at once. If that charge fails, the plan does not change.
• A move to a lower-priced plan takes effect at the start of the next billing period. The Dealer keeps the current plan and its benefits until then, nothing is refunded or credited for the current period, and the lower price is charged from the next billing date. Until then, the Dealer can withdraw the change from Billing.
• The plan cannot be changed while a move to a lower-priced plan is waiting (except to withdraw it), while the plan is set to end, or while a payment is overdue.

A change to or from Enterprise is arranged with LMNM.

10.6. Billing notices and records. LMNM sends billing notices by email to the Dealer's owners on the Service (its team members with the owner role) or, if it has none, to the person who bought the plan. They include a confirmation when a plan starts or changes, stating the plan, price, billing frequency, next billing date, how to cancel and that partial months are not refunded; a notice each time a renewal is paid; the notices in Sections 10.3 and 10.7; and a notice when a plan ends. Billing notices cannot be switched off while the Dealer has a plan. The Dealer can see its plan, its status and its next billing date in Billing, and can see its invoices and update its payment method in the billing portal that Billing opens.

10.7. Failed payment. If a plan payment fails, our payment processor tries the payment again on its retry schedule, and LMNM emails the Dealer's owners each time an attempt fails. The Dealer can update its payment method, or pay an open invoice, from Billing. The plan's benefits continue for 14 days from the start of the billing period the payment is for. If the payment has not been made by then, the benefits pause until it is made, and resume when it is. If the payment is still not made when the payment processor stops retrying, the plan either stays in place with its benefits paused until the payment is made, or ends.

10.8. When a plan ends. When a plan ends, its benefits end with it: unused Featured placements and seller-fee waivers lapse, and the plan's capacity no longer applies. Listings already on the Service stay as they are, but a new vehicle from the Dealer's website is listed only within any listing allowance LMNM sets for the Dealer without a plan. The Dealer's organization, license check, locations, team, conversations and listings are kept as the Terms of Use and the Privacy Policy describe. The Dealer can start a plan again at any time from Billing.

11. Suspension and ending participation

11.1. LMNM may suspend or end the Dealer's participation, or remove any listing, if the Dealer's license lapses or is suspended, if the Dealer breaks these Dealer Terms or the law, if the Dealer's listings are repeatedly inaccurate or bait listings, if buyer complaints indicate a pattern of misconduct, or if LMNM believes it is necessary to protect buyers or the Service. If the Dealer does not provide the information Section 1.4 requires, or its license cannot be verified under Section 1.4 for a reason other than the temporary unavailability of the licensing source, LMNM may suspend the Dealer's organization until verification is completed. LMNM records the reason and will tell the Dealer where it can.

11.2. The Dealer may end its participation by canceling its plan and closing its organization. Sections 5, 12, 13, 14 and 15 survive.

12. Indemnity

12.1. The Dealer will defend, indemnify and hold harmless LMNM and its members, managers, employees and agents from third-party claims, government actions, losses, penalties and expenses (including reasonable attorneys' fees) arising out of: the Dealer's vehicles and their sale; content the Dealer provides; the Dealer's failure to comply with dealer licensing, advertising, pricing, disclosure, Used Car Rule, odometer, title, tax, warranty, telemarketing, text message, email or privacy laws; any breach of these Dealer Terms; and the acts of the Dealer's team members.

12.2. LMNM will defend, indemnify and hold harmless the Dealer from third-party claims that the Service's software infringes a U.S. patent, copyright or trademark, and from third-party claims arising from an error LMNM introduces into a Dealer's listing after the Dealer approved it, except to the extent the Dealer caused or contributed to it.

12.3. The party seeking indemnity must notify the other promptly, let it control the defense and settlement (though it may not settle in a way that admits fault for the other party or imposes obligations on it without consent), and cooperate reasonably.

13. Limits on liability

13.1. Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or lost profits, revenue or goodwill, arising out of or relating to these Dealer Terms, even if advised of the possibility.

13.2. LMNM's total liability to the Dealer for all claims arising out of or relating to these Dealer Terms or the Service is limited to the fees the Dealer paid LMNM in the 12 months before the event giving rise to the claim.

13.3. Sections 13.1 and 13.2 do not limit either party's indemnity obligations, the Dealer's payment obligations, liability for fraud, gross negligence or willful misconduct, or liability that cannot be limited by law.

14. Disputes

14.1. This section replaces Sections 20 and 21 of the Terms of Use for disputes between LMNM and the Dealer, including disputes about anything the Dealer or its team members do on the Service for the Dealer, such as listing, bidding, buying, selling and messaging. A team member's personal use of the Service is governed by the Terms of Use.

14.2. Informal resolution. Before filing a lawsuit, the party with a dispute will send the other a written notice describing it, and the parties will try in good faith to resolve it for 30 days. Notices to LMNM go to legal@lowmilesnomiles.com. This does not apply to an action to collect unpaid fees or to seek urgent injunctive relief.

14.3. Governing law and courts. These Dealer Terms are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. The parties agree to the exclusive jurisdiction and venue of the Circuit Court for St. Clair County, Michigan, and the United States District Court for the Eastern District of Michigan.

14.4. No class actions. The Dealer may bring claims against LMNM only in its individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding.

14.5. JURY TRIAL WAIVER. THE DEALER AND LMNM EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE DEALER TERMS OR THE SERVICE.

15. General

15.1. The Dealer is an independent business. Nothing in these Dealer Terms makes LMNM the Dealer's agent, partner or employee, or the Dealer LMNM's.

15.2. The Dealer maintains any insurance the law requires for its business.

15.3. LMNM may change these Dealer Terms. Each version has a version name and an effective date. LMNM will give the Dealer at least 30 days' notice by email of a material change, and the change applies from the first billing period that starts at least 30 days after that notice. A Dealer that does not accept a material change may cancel its plan before the change takes effect. LMNM may change the price, included benefits, capacity or locations of a plan the Dealer already has only by the same notice: at least 30 days' notice by email, with the change applying from the first billing period that starts at least 30 days after that notice. A Dealer that does not accept the change may cancel its plan before it takes effect. This does not apply to a subscription continuing from LMNM's earlier website under Sections 1.4 and 10.2, which changes only with the Dealer's new authorization.

15.4. Notices to the Dealer go to the email address of the Dealer's primary contact, and billing notices go to its owners as Section 10.6 describes. Notices to LMNM go to dealers@lowmilesnomiles.com, or for legal notices, legal@lowmilesnomiles.com.

15.5. The Terms of Use sections on content, acceptable use, suspension, disclaimers and general terms also apply to the Dealer.