These Terms of Use (“Terms”) are a legally binding agreement between you (“you” or “your”) and Vroom, Inc., including all of its wholly owned subsidiaries, such as Vroom Automotive, LLC d/b/a Vroom or d/b/a Texas Direct Auto, and Vroom Logistics, LLC (together, “Vroom”, “we” or “our” ). The Terms set forth your rights and responsibilities when you use any of the tools, features or services (collectively, the “Services”) provided through any Vroom website or mobile site, including, without limitation, Vroom, Texas Direct Auto, and any other site “powered by” Vroom (together, “Sites”), or any web-based or mobile applications (“Apps”) that reference or link to these Terms.

You agree to be bound by these Terms and our Privacy Policy (“Privacy Policy”) when you (i) access or use any of the Services and/or (ii) create an account (“Account”) with Vroom.

Please note that Section 13 contains an arbitration clause and class action waiver. You agree to resolve all disputes through binding arbitration and you waive any right to have a judge or jury decide those disputes. You also waive your right to participate in class actions, class arbitrations, and representative actions.

1. Eligibility

   You may only use the Services if you are at least eighteen (18) years old and possess the legal capacity to form a binding agreement with Vroom. If you are accessing and using the Services on behalf of an entity, you must have the authority to agree to these Terms. If you do not have the required legal capacity or authority, or if you do not agree to abide by or be bound by these Terms and our Privacy Policy, please do not access, use or register for any of our Services.

2. Our Services

   The Services include tools that may help you:

   • Buy a vehicle, such as by allowing you to search our inventories of vehicles, assisting you with obtaining financing, or arranging for delivery and registration of the selected vehicle(s);
   • Sell a vehicle, such as by allowing you to submit information regarding your vehicle(s) for appraisal, which may or may not lead to Vroom purchasing your vehicle(s); and
   • Submit Content, such as by allowing you to connect with other users or with Vroom (the “Interactive Areas”), and share information, recommendations and reviews. Any content that you submit through the Interactive Areas shall be called “Submissions”. Submissions are further described below.
3. Limited Services in Certain States

   MA: We currently are not selling vehicles to Massachusetts residents.

   PA: We currently are unable to assist Pennsylvania residents with vehicle financing at this time. Pennsylvania residents may still purchase a vehicle from Vroom by using their own financing or paying in cash.

We may require you to open an Account by (i) providing Vroom with information or (ii) using an existing social network account, such as those offered by Google, Facebook, Twitter, Amazon, Instagram and YouTube (each, a “Third Party Account”). By using the Services through a Third Party Account, you permit us to access certain information from such accounts for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account. You must provide Vroom with accurate and complete information and keep your Account updated. You may not open more than one Account; Vroom reserves the right to close any duplicate accounts.

You are responsible for maintaining the confidentiality of your password and log-in details. Vroom will not be responsible for any damage that is caused to you or others under your Account. Similarly, without authorization, you must not use the Account of any other person or entity.

1. Content Accessible Through the Services

   The Services include our proprietary content and the licensed content of others, which may include data, text, photographs, videos, audio clips, written posts and comments, logos, button icons, data compilations, software, scripts, graphics, illustrations, interfaces, GUI and interactive features, as well as other resources (such as FAQs, articles or support services), and all related documentation, know-how, specifications, materials, designs, and the “look and feel” of the Services (collectively, the “Content”).

2. Information Received Through the Services

   Vehicle listings and descriptions on the Service are for informational purposes only and Vroom does not guarantee the accuracy of such information. Vroom may obtain product, service or vehicle information from third parties, so there is a possibility that unintentional errors can occur. Any information you receive through the Services is provided “as is” and “as available”. You agree that any reliance on the information received through the Services is at your own risk.Vroom is not responsible for any unintentional errors or omissions relating to pricing, details, features, text, photography or any other information included in the Services. Vroom reserves the right to refuse or cancel any orders placed for products, services, or vehicles that do not contain accurate or complete information concerning such products, services or vehicles, regardless of whether the orders have been confirmed or payment has been made. If payment was made prior to cancellation, Vroom will issue a refund of the payment less any necessary deductions or other fees. If you spot any materials or information that you believe to be inaccurate, please email us at support@vroom.com, briefly describing the inaccuracy.

3. Sharing Information Through the Services

   Certain features of the Services may allow you to share information with others, including through your social networks or other Third Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize Vroom to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.

1. Responsibility for Your Submissions

   Your Submissions include content that you (i) post to Interactive Areas or on our branded social media pages on third-party services, and (ii) tag us, our products, or our services in, including on your social media accounts on other services. You are entirely responsible for your Submissions. Any and all Submissions posted, viewed or accessed are at your own risk. Vroom makes no express or implied warranty about the accuracy, copyright compliance, legality or any other aspect of any Submissions.

   Without limiting the foregoing, you may not use the Services to submit or upload any Submissions:

   • Relating to a vehicle, if (i) you are not the legal owner of the vehicle, (ii) the vehicle is not registered in your name, or (iii) you do not otherwise have the legal right to sell such vehicle;
   • If the purpose of doing so is to compete with Vroom or the Services;
   • That contain unsolicited promotion, advertising, contests, or raffles;
   • That are fabricated, false, illegal, misleading, inaccurate, offensive, or inappropriate;
   • That infringe or violate any intellectual property or other rights of Vroom or any third party, or violate any law, rule, regulation, or contractual duty;
   • That include a person’s or entity’s identification documents or sensitive financial information if you do not have the requisite authority or permission;
   • That violate any other restrictions we provide to you; or
   • That are on behalf of another person, if such other person would violate any of the above restrictions.

   Vroom has no obligation to review, edit or delete Submissions, but we reserve the right to do so, for any reason or no reason, in our sole discretion. In addition, Vroom may limit the size and storage spaces available for Submissions.

2. Other Prohibited Conduct

   You also may not do any of the following through the Services:

   • Falsely state or otherwise misrepresent yourself or your affiliation with any person or entity, or express or imply that Vroom endorses you, your vehicle, or your business;
   • Use the Services in any way that is immoral, unauthorized, or illegal;
   • Use the Services in any way that is racist, sexist, inflammatory, defamatory, harassing, misleading, invasive of Vroom’s or another’s privacy or publicity rights, or is otherwise offensive or objectionable;
   • Use the Services in any way or for any purpose that in our sole discretion is likely to harm Vroom or any of its affiliates, agents, licensors, subsidiaries, officers, directors, shareholders, employees, contractors, sub-contractors, distributors, service providers, and/or suppliers (the “Vroom Representatives”);
   • Attempt to interfere with or disrupt the ability to access the Services, the operation of the Services, or the servers or networks that host them;
   • Remove or disassociate from the Content or the Services any restrictions or signs indicating proprietary rights of Vroom or its licensors, including any proprietary notices (such as ©, TM, or ®);
   • Bypass any measures Vroom may use to prevent or restrict access to the Services;
   • Use any type of data mining, robots, scrapers, or other data collection methods;
   • Make available in connection with the Services any virus, worm, Trojan horse, spyware, bug, or malware;
   • Use the Services for any purpose for which they are not intended; or
   • Infringe or violate any of the provisions of these Terms or our Privacy Policy.
3. Acts of Others

   Vroom does not control the behavior of those using the Services. In some cases, the Services allow you to interact with other users. Vroom is not responsible for the acts, omissions or behavior of any individual or entity you encounter through the Services. Although we may choose to intervene or attempt to resolve a dispute, you agree that we have no obligation to do so.

1. Vroom’s Content

Vroom’s trademarks include, without limitation, “Vroom”, “Vroom Get In”, “Get In”, “Vroom Delivery”, “Vroom Protect”, “Sell Us Your Car” and “Texas Direct”. All of the intellectual property rights (including, without limitation, inventions, patents and patent applications, trademarks and trademark applications, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered) in or to the Services and the Content are owned by and/or licensed to Vroom and are protected by applicable copyright and other intellectual property laws.

Certain Content displayed within the Services is used with permission from DataOne Software or Carfax, Inc., and is protected under United States and international copyright law. This Content may be identified with an indicator such as “© DataOne Software” or “© Carfax, Inc.”. Additional terms and conditions may apply to your use of such Content, and any unauthorized use, reproduction, distribution, or modification of this Content is strictly prohibited.

Subject to these Terms, you are granted a non-exclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license to use our Content for the purpose of using the Services in accordance with these Terms and the Privacy Policy. All rights not expressly granted to you under these Terms or our Privacy Policy are reserved by Vroom and/or its licensors.

Among other restrictions set forth in these Terms (which we may revise or update) (i) you shall not: (a) decipher, decompile, disassemble, reverse engineer, record, “web crawl”, “scrape” or otherwise attempt to derive any content, source code or underlying ideas or algorithms of any part of the Services (including, without limitation, any application), except to the limited extent applicable statutory laws specifically and expressly prohibit such restriction; (b) modify, translate, or otherwise create derivative works of any part of the Services; or (c) copy, sell, license, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or use the Services for the benefit of any third parties, and (ii) you are not permitted to use the Vroom trademarks, copyrighted content, other intellectual property, or any third-party trademarks any part of the Services.You shall abide by all applicable local, state, national and international laws and regulations.

2. Your Submissions

You must own or have sufficient intellectual property rights to all Submissions that you provide through the Services, without any infringement or violation of any third-party rights or applicable laws, rules, regulations or directives. You must obtain all consents and authorizations required for the use of your Submissions. You agree that all information uploaded or submitted by you (excluding Personally Identifiable Information (defined in the Privacy Policy) and financial information) is nonconfidential and may become publicly available.

You grant Vroom a perpetual, non-exclusive, royalty-free, and worldwide license to publicly display, communicate, distribute, host, publicly perform, publish, reproduce, make modifications or derivative works of, store and use any of your Submissions in connection with the Services, in any media formats and through any media channels known today and developed in the future, for the purpose of operating, marketing, and improving the Services. You also grant Vroom permission to attribute you in connection with your Submissions. You hereby waive any rights of privacy or publicity in this respect. Occasionally, with your permission, our drivers or other employees may take photos of you with vehicles you purchase or sell through our Services. These photos will also be considered Submissions and subject to these Terms and other terms agreed to by you and Vroom.

3. Feedback

You acknowledge that any suggestions, questions, ideas, or other comments you provide to Vroom (“Feedback”) shall become our sole and exclusive property without any compensation to you. We may, in our sole discretion, decide whether to use the Feedback. You hereby assign to Vroom all of your right, title and interest in the Feedback, including, but not limited to, all copyrights, patent rights, trade secrets, and trademarks.

4. Linking to Vroom

You may link to our Services on your rightfully owned properties as long as (i) the link does not state or imply any connection or approval of Vroom or portray Vroom in a false or offensive manner, and (ii) you remove such link immediately upon our written request.

5. DMCA Policy: Notice and Takedown Procedure

Vroom has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. If you believe that any content displayed on any of the Services infringes your copyrighted work, you may send notice to Vroom’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) at:

Vroom, Inc.
Attn: General Counsel
3600 W Sam Houston Parkway S, Fl. 4
Houston, TX 77042
legal@vroom.com

Please include the following information in your notice:

• A signature of a person authorized to act on behalf of the owner of the copyright;
• Identification of works or materials being infringed;
• Identification of the infringing material with sufficient detail so Vroom can find and verify its existence;
• Contact information about the notifying party;
• A statement that the notifying party has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
• A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once we receive the notice, we may take actions in our discretion, including removing the alleged infringing material.

The Services may include materials and information from third parties that Vroom has not evaluated or reviewed. Furthermore, some of the Services may contain links to non-Vroom websites, products, or services. These links are for your convenience only; the applicable sites and services are not under our control and we do not endorse or assume any responsibility for them.

In some cases, your ability to access or use the Services may depend on software, hardware or other systems or equipment provided by third-party providers who are not under our control. We cannot and do not represent that all portions of the Services can be accessed via all devices, or via all carriers or service plans, or from all geographic locations.

Your access or use of any non-Vroom websites or services or reliance upon their content is at your own risk. Most of such linked sites or services provide their own legal documents, including terms of use and privacy policies, which govern their use. Please review these terms before using the related products or services.

As part of the Services, we may communicate with you, or you may communicate with other users, via SMS, MMS or other text messages or mobile functionality (“Text Messages”). We may use an autodialer when communicating with you with your consent. Please note that text messaging fees may apply to the sending or receipt of Text Messages.

If you do not comply with the Terms or Privacy Policy, Vroom may suspend or terminate your Account or otherwise block or restrict your access to the Services. Additionally, Vroom may refuse to provide the Services for any reason or no reason, at any time. If, for any reason, you no longer consent to the Terms or Privacy Policy, please stop using the Services and this will be your sole remedy in such circumstances. Upon termination by you or Vroom:

• You will cease any further use of the Services;
• All rights granted to you under the Terms and Privacy Policy will automatically terminate; and
• Certain data (e.g., Content, Submissions) may be retained or deleted at Vroom’s sole discretion consistent with any applicable laws, rules or regulations.

The ownership provisions, licenses of Submissions and Feedback, DMCA policy, Disclaimer of Warranties, Limitation of Liability, Indemnification, Arbitration and Class Action Waiver, Governing Law and Jurisdiction, and General sections of these Terms will survive termination. Other provisions of the Terms that by their nature would survive termination shall so survive.

You agree to defend, indemnify and hold harmless Vroom from and against any actual or threatened claim, loss, liability, proceeding, third-party discovery demand, investigation, damages, costs, and expenses, including reasonable attorney’s fees, arising out of or in connection with: (i) your use or misuse of the Content or Services; (ii) your conduct in connection with the Services or with other third parties via the Services; (iii) your Submissions; (iv) your violation of the Terms or Privacy Policy; (v) your violation of any third-party rights, including, without limitation, any intellectual property right or privacy right of such third party; and (vi) any damage, of any sort, you may cause to any third party with relation to the Submissions, Content, or Services.

Vroom reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations and in which event you will fully cooperate with Vroom in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining Vroom’s prior express written approval.

Vroom reserves the right to make changes to its Services and/or Terms at any time and for any reason. If Vroom makes material changes to the Terms, then Vroom will notify you either by email or by posting a notice on the Services. All changes are effective as of the date indicated at the top of this page (“Last Updated”), and your continued use of the Service(s) after the indicated date will constitute acceptance to be bound by those changes. If Vroom, in its reasonable discretion, believes that any of the Services or Terms must be amended in order to comply with any legal requirements, the amendments may take effect immediately or as required by law and without any prior notice.

Vroom reserves the right to stop, temporarily or permanently, the operation of any and all Services without notice, on a general or specific basis, at any time. All information (ours or yours) made available on the applicable Service may be removed or deleted, and you are required to make your own copy of any information you submit to Vroom. Vroom will not be liable to you or to any third party for any changes, suspension, or discontinuance of the Service(s) or any malfunctions that may occur in connection thereto.

The Services are subject to the trade laws and regulations of the United States and other countries, including the Export Administration Regulations (EAR, 15 CFR Part 730 et seq.) and the sanctions programs administered by the Office of Foreign Assets Control (OFAC, 31 CFR Part 500). You will not import, export, re-export, transfer or otherwise use the Services in violation of these laws and regulations, including by engaging in any unauthorized dealing involving (i) a U.S. embargoed country; (ii) a party included on any restricted person list, such as the OFAC Specially Designated Nationals List, or the Commerce Department’s Denied Persons List or Entity List; or (iii) the design, development, manufacture, or production of nuclear, missile, or chemical or biological weapons. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You will not engage in activity that would cause us to be in violation of these laws and regulations, and will indemnify Vroom for any fines, penalties or other liabilities incurred by us for your failure to comply with this provision.

1. These Terms constitute the entire agreement between you and Vroom regarding your use of any and all of the Services as detailed herein, and supersedes any prior agreements between you and Vroom relating to such use.
2. These Terms are governed by the laws of the State of New York, without regard to its conflicts of law rules, and the United States of America.
3. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Vroom.
4. Any heading, caption, section title or summaries contained in these Terms is inserted only as a matter of convenience and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Terms shall be read as being followed by “without limitation” where appropriate.
5. The failure of either party to exercise or enforce any right or provision of these Terms or any prior version of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be amended as possible to comply with the applicable law. This shall not affect the validity and enforceability of any remaining provisions.
6. We may assign any right or obligation under the Terms without restriction, but you may do so only after receiving our express written consent. Any amendment to the Terms must be done in writing and signed by Vroom and you.
7. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

You’re probably running on fumes at this point, so if you have any questions, please email us at support@vroom.com.