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Terms

VROOM
TERMS OF USE AND
END USER LICENSE AGREEMENT

Date of Last Revision: June 11, 2014

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND VROOM, A PROJECT OF THE BEZOS FAMILY FOUNDATION (“VROOM"), FOR THE USE OF THE VROOM APPLICATION (THE "APPLICATION") AND ANY RELATED VROOM WEB OR MOBILE SITES WHICH LINK TO THESE TERMS (THE "SITES"). BY DOWNLOADING, USING OR ACCESSING THE APPLICATION OR THE SITES, YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THESE TERMS.

Vroom reserves the right to change or modify any of the terms and conditions contained in these Terms of Use at any time and in its sole discretion by providing notice the Terms of Use have been modified. Such notice may be provided by sending an email, by posting a notice on the Site or in the Application, by posting the revised Terms of Use on the Site and revising the date at the top of these Terms of Use or by such other form of notice as determined by Vroom. Your continued use of the Application or the Sites following the posting of the revised Terms of Use or other notice of such changes will confirm your acceptance of such changes or modifications.

All questions or comments about the Application or the Sites should be directed to feedback@joinvroom.org.

1. Privacy Policy;

Please see our Privacy Policy for more information about how Vroom collects, uses, stores and discloses technical data, personal information and related information in connection with your use of the Application and the Sites.

2. Consent to Use of Data and Mobile Communications

You consent to our communicating with you about the Application, the Sites, or in connection with the features, functions and activities contained therein, by SMS, text message, email or other electronic means. Your carrier's normal, messaging, data and other rates and fees will apply to these communications.

3. Copyright

The Application, the Sites and all content and other materials contained therein, including, without limitation, the Vroom logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Vroom Materials") are the proprietary property of Vroom or its licensors or users and are protected by U.S. and international copyright laws.

4. End User License

Subject to the terms, conditions and limitations set forth in these Terms of Use, Vroom grants you a non-exclusive, non-transferable license (the “License”) to download and use the Application on any mobile device that you own or control and to access the Sites and the Vroom Materials, solely for your informational, non-commercial and personal use. Such License is subject to these Terms of Use and does not include: (a) any resale or commercial use; (b) the reproduction, distribution, public performance or public display of the Application, the Sites or any VROOM Materials, except as expressly permitted by Vroom; (c) modifying or otherwise making any derivative uses of the Application, the Site, and the Vroom Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; or (e) any use of the Application, the Sites or the Vroom Materials other than for their intended purpose. Any use of the Application, the Sites or the Vroom Materials other than as specifically authorized herein, without the prior written permission of Vroom, is strictly prohibited and will terminate the License granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

5. Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, Vroom has adopted a policy of terminating, in appropriate circumstances and at Vroom's sole discretion, subscribers or account holders who are deemed to be repeat infringers. Vroom may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

6. Copyright Complaints

If you believe that anything on the Site infringes upon any copyright which you own or control you may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: Nicole DeCario

Full Address of Designated Agent to Which Notification Should be Sent:

Bezos Family Foundation
1700 7th Avenue, Suite 116/#149
Seattle, WA 98101

Telephone Number of Designated Agent: 206-275-2048
Facsimile Number of Designated Agent: (206) 275-0935

E-Mail Address of Designated Agent: dmca@bezosfamilyfoundation.org

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

7. Trademarks

VROOM, the Vroom logos and any other Vroom product or service name or slogan contained in the Application or the Sites are trademarks of Vroom, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Vroom or the applicable trademark holder. In addition, the look and feel of the Application and the Sites is the service mark, trademark and/or trade dress of Vroom and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Vroom names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

8. Third Party Sites and Services; Third Party Materials.

The Application and the Sites may provide links to third party websites, applications, mobile services or other third party products or services ("Third Party Products and Services") and may also display, link to or otherwise make available third party content, data, information, events, advertising, applications or materials ("Third Party Materials"). Vroom does not endorse or control and makes no representations or warranties of any kind regarding any Third Party Products and Services or Third Party Materials, including regarding the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality, or any other aspect thereof. Your business dealings or correspondence with any third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. If you access or use any third party web site, you should be aware that Vroom's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party web site to which you navigate from the Application.

9. User Content and Conduct

Users are solely responsible for all photographs, messages, comments and other content ("User Content") they create, post or transmit using the Application or the Sites, or that are posted or transmitted using their account, as well as for their conduct and the conduct of anyone using their account. If you create, post or transmit User Content of any kind in connection with the Application and the Sites, you agree that such User Content will not infringe or violate the rights of any third party, will not violate any applicable law, rule or regulation, and will not be unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, harmful, abusive, inflammatory, false, misleading, fraudulent or otherwise objectionable or contain any viruses, corrupted data or other harmful, disruptive or destructive files. You further agree that Vroom is not in any way responsible for the conduct or content of other users that you may encounter, and you agree not to use the Application or the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Application of the Sites or that could damage, disable, overburden or impair the functioning of the Application or the Sites in any manner. Enforcement of these user content and conduct rules is solely at Vroom's discretion, and these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Application will not contain any content or conduct that is prohibited by such rules. Although Vroom has no obligation to do so, it has absolute discretion to remove, screen or edit any User Content posted or stored on the Application or the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you create, post or store on the Site at your sole cost and expense.

If you create or post User Content, unless we indicate otherwise, you grant Vroom and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Application and the Sites and the promotion thereof including without limitation the right to use your name, likeness, voice or identity in connection with such use. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

10. Registration Data; Account Security

In consideration of your use of the Application and the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Vroom, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Vroom.

11. Indemnification

You agree to defend, indemnify and hold harmless Vroom, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you create, post, store or otherwise transmit on or through the Application or the Sites, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.

12. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY VROOM, THE APPLICATION, THE SITES, THE VROOM MATERIALS AND ANY SERVICES PROVIDED ON OR IN CONNECTION THEREWITH (THE "SERVICES") ARE PROVIDED ON AN "AS IS," “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VROOM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE APPLICATIONS, THE SITES AND THE SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. VROOM DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. VROOM DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Vroom reserves the right to change any and all content contained in the Application or the Sites and to modify, suspend or discontinue the Application, the Sites or any features or functionality thereof at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Vroom.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL VROOM, ITS DIRECTORS, MEMBERS, EMPLOYEES, AGENTS OR RELATED ORGANIZATIONS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE APPLICATION, THE SITES, THE SERVICES, OR THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE APPLICATION OR THE SITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM VROOM, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VROOM'S RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VROOM, ITS DIRECTORS, MEMBERS, EMPLOYEES, AGENTS OR RELATED ORGANIZATIONS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE APPLICATION, THE SITES OR THE SERVICES OR TO THESE TERMS OF USE, EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO VROOM FOR ACCESS TO OR USE OF THE APPLICATION OR THE SITES.

14. Applicable Law and Venue

These Terms of Use and your use of the Application and the Sites shall be governed by and construed in accordance with the laws of the State of Washington, applicable to agreements made and to be entirely performed within the State of Washington, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.

15. Termination

Notwithstanding any of these Terms of Use, Vroom reserves the right, without notice and in its sole discretion, to terminate your license to use the Application and the Sites, and to block or prevent future your access to and use of the Site.

16. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

17. Questions & Contact Information

Questions or comments about the Site may be directed to Vroom at the email address feedback@joinvroom.org.

18. Additional Terms Applicable To Iphone, Ipod Touch Or Ipad Applications
Notwithstanding anything to the contrary in these Terms of Use set forth above, the following additional terms shall apply to any Application downloaded for use on the iPhone, iPod Touch or iPad:

a. Acknowledgement: The parties acknowledge that these Terms of Use are concluded solely between such parties, and not with Apple, and Vroom, not Apple, is solely responsible for the Application and the content thereof. You further acknowledge that the usage rules for the Application are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the Application, and in the event of any conflict, the Usage Rules in the App Store shall govern if they are more restrictive

b. Scope of License: The license granted to you is limited to a non-transferable license to use the Application on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.

c. Maintenance and Support: The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.

d. Warranty: You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Application. In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the Application to that end-user; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Vroom. However, you understand and agree that in accordance with these Terms of Use, Vroom has disclaimed all warranties of any kind with respect to the Application, and therefore, there are no warranties applicable to the Application.

e. Product Claims: The parties acknowledge that as between Apple and Vroom, Vroom, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the Application or the end-user’s possession and/or use of that Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f. Intellectual Property Rights: The parties acknowledge that, in the event of any third party claim that the Application or the end-user’s possession and use of that Application infringes that third party’s intellectual property rights, Vroom, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms of Use.

g. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h. Developer Name and Address: Any end-user questions, complaints or claims with respect to the Application should be directed to:

Vroom
Address:
Bezos Family Foundation
1700 7th Avenue, Suite 116/#149
Seattle, WA 98101
Email: nicole@miany.com

i. Third Party Beneficiary: The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon the end-user’s acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against the end-user as a third party beneficiary thereof).