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 Left Gate Property Holding, LLC d/b/a Texas Direct Auto (together, “Vroom”, “we” or “our” ). The Terms set forth your rights and responsibilities when you use any of the tools, features, and 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”) and web-based and 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 one or all 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. Basically, if you don’t agree, you must hit the brakes!

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 of the selected vehicle(s) (where available);
   • 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. The Appraisal Tool

   Vroom offers a service that assesses the value of vehicles based on certain criteria (the “Appraisal Tool”). To use the Appraisal Tool, you must submit information about your vehicle, such as: (i) photos; (ii) License Plate or VIN; (iii) mileage; (iv) a description; and (v) any other information we may require from time to time. The submitted information is then uploaded to our internal systems and assessed by our professional team. Following their assessment, we may contact you with an offer to purchase your vehicle. Vroom makes no representations regarding the Appraisal Tool or its accuracy, so proceed at your own risk.

4. Terms for Certain Services

   Some Services may be subject to additional terms and conditions. For example, auctions conducted through Texas Direct Auto Auction are subject to the “Auction Rules & Policies” set forth on that site, which may be amended from time to time and are hereby incorporated into these Terms.

5. Financing in Pennsylvania

   We 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.

You are responsible for your acts and the acts of others utilizing your Account. You must immediately notify Vroom of any unauthorized use of your Account or breach of its security.

1. Opening an Account

   We may require you to open an Account by (i) providing Vroom with information or (ii) using an existing social network account. You must provide Vroom with accurate and complete information and keep it 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.

2. Closing Your Account

   To close your Account, email support@vroom.com with sufficient information to identify the Account you would like to close. Once an Account is closed, its information may be retained, deleted, or made unavailable. Vroom is not responsible for any information, content, or submissions that are lost due to the closing of an Account.

You are responsible for your acts and the acts of others utilizing your Account. You must immediately notify Vroom of any unauthorized use of your Account or breach of its security.

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

   We try to provide you with helpful resources, but these are not substitutes for professional advice or your own judgment. There may be errors or inaccuracies on the Services.

   Any information you receive through the Services is provided “as is” and “as available”. We cannot guarantee that any information is correct or up-to-date. Vroom is not responsible for any typographical errors or omissions relating to pricing, 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 at incorrect prices, regardless of whether the orders have been confirmed and/or payment has been made. If payment was made prior to cancellation, Vroom will issue a refund of the payment after deducting any applicable transaction 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.

If we have reason to believe you are breaking the law, being inappropriate, or abusing our infrastructure, we may stop you from accessing the Services. Your breach of these Terms or our Privacy Policy also may expose you to civil or criminal liability.

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

   We can make lanes, but we can’t make people stay in them. 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

We spend a lot of time creating and obtaining helpful content for the Services. Please respect our rights, and the rights of our licensors, regarding such content.

Vroom’s trademarks include, without limitation, “Vroom”, “TDAA”, “DealerLane”, “Texas Direct”, and “Sell Us Your Car”. 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 (i.e. to download and display locally) 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, or which we may provide from time to time, (i) you shall not: (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any 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; 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 appearing on or through the Services without our prior written consent. You shall abide by all applicable local, state, national and international laws and regulations.

2. Your Submissions

Like an old pair of pink fuzzy dice, your Submissions are yours and we aren't fighting you for them - but you do grant Vroom broad rights to use them for our business. Also, we can’t be held responsible for your Submissions or the Submissions of others (kinda like how we will not take responsibility for those dice).

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.

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

What do you do if you spot your content being used on the Services without your permission? Follow these steps.

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
1375 Broadway, 11th Floor
New York, NY 10018
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”) -- but not while driving, of course. We may use an autodialer when communicating with you. Please note that text messaging fees may apply to the sending or receipt of Text Messages. By registering for an Account, providing Vroom with your phone number, or otherwise using any of our Services that involve communication by Text Messages, you hereby consent to receiving Text Messages from Vroom. You may opt out of receiving such messages in the future, but some of the Services may not work properly if you do opt out.

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.

We truly hope that we never have a dispute with you. However, if it gets to that point, this is what happens.

Every now and then, our Services or these Terms may need a tune up. Vroom reserves the right to make changes to its Services and/or Terms at any time and for any reason, so please re-visit this page frequently. 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. All correspondence between you and Vroom shall be in English.
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.