Introduction

This User Agreement & Mobile Application License (the “Terms”) are entered into by and between you and Carvana, LLC (“Carvana,” “we,” “our,” or “us”). The Terms govern your access to and use of any functionality and services offered on or through https://carvanaauction.com (the “Service(s)”), whether as a guest or a registered user. In these Terms, "you," and "your" means all those who access, visit or use the Services, whether acting as an individual or on behalf of an entity.

The Terms consist of the following parts: (1) this Introduction, (2) General Terms, (3) Service Specific Terms, and (4) Mobile Application License Agreement.

Please read these Terms carefully before you start to use the Services. By using the Services, installing a Mobile Application, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms, then you must not access or use the Services.

General Terms

Privacy

The attached Privacy Notice (See Part 4 below) describes how we collect, use, and process data from you and your devices when you use the Services. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.

Changes to the Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, changes to the dispute resolution provisions, if any, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. You can access these Terms any time via the link in the footer of https://carvanaauction.com.

Accessing the Services and Account Security

We reserve the right to withdraw or revise the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with this Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our privacy policies as described in the Privacy Notice SectionHeading of these Terms below (the "Privacy Notice"), and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. Your account is personal to you and you may not provide any other person with access to the Services using your user name, password or other security information. You are solely responsible for all activity performed under your account.

If you wish to delegate access to your account to your agent or employee, and such delegation is authorized by us in writing, you may contact us for instructions on how to create a separate user name linked to your account. You are liable for all acts and omissions of your agents and employees that use your account, whether such act or omission is permitted by or in violation of these Terms. Any act or omission by your agent or employee that would constitute a breach of these Terms if taken by you will be deemed a breach of these Terms by you. You shall make your agents and employees aware of these Terms’ provisions as applicable to such person’s role and shall cause your agents and employees to comply with such provisions.

You will notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also will ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

Intellectual Property Rights

The entire contents, features and functionality of the Services (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Carvana, its affilates, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services solely to facilitate your evaluation and use of our commercial products and services. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Services.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services are transferred to you, and all rights not expressly granted are reserved by Carvana and its affiliates. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

Trademarks

Carvana, carvana.com, the Carvana logo, and all related names, logos, product and service names, designs and slogans are trademarks of Carvana or its affiliates or licensors. You must not use such marks without the prior written permission of Carvana. All other names, logos, product and service names, designs and slogans on this Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms.
• To transmit, or procure the sending of, any advertising or promotional material including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• To impersonate or attempt to impersonate Carvana, a Carvana employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Carvana or users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
• Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms.
• Use any device, software or routine that interferes with the proper working of the Services.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

User Contributions

The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Services.

All User Contributions must comply with the Content Standards set out in these Terms.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Contributions do and will comply with these Terms. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Carvana, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.

Monitoring and Enforcement; Termination

We have the right to:

• View, monitor and record activity on the Services without notice to or permission from you.
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Termst, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Carvana.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms or any Separate Agreement (defined below).

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CARVANA AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We cannot review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this SectionHeading.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any materials on the Services violate your copyright, please notify us in writing at: Carvana,LLC; Attn: DMCA Agent; 300 E Rio Salado Pkwy, Building 1, Tempe, AZ 85281, or by email at [email protected]. For more information call: 1-800-833-4554.

You must provide the following information in the notice:

1. A physical or electronic signature of the copyright owner or authorized agent;
2. Identification of the copyrighted work(s) claimed to have been infringed;
3. Identification of the material that is alleged to be infringing or is the subject of the allegedly infringing activity that you desire to have removed, or have access to which disabled.
4. Information that is specific and sufficient to permit us to locate the material;
5. The following contact information where we may contact you: mailing address, telephone number, E-mail address;
6. A statement that the copyright owner or its authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7. A statement that the information in the notification is accurate, and made under penalty of perjury, and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Reliance on Information Posted

We do not warrant the accuracy, completeness or usefulness of the information presented on or through the Services. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Carvana, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Carvana. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Services

We may update the content on this Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Linking to the Services and Social Media Features

You may link to our web pages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

This Services may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Services.
• Send e-mails or other communications with certain content, or links to certain content, on this Services.
• Cause limited portions of content on this Services to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Services other than the homepage.
• Otherwise take any action with respect to the materials on this Service that is inconsistent with any other provision of these Terms.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

We are based in Tempe, Arizona in the United States. We provide this Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

We do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CARVANA NOR ANY PERSON ASSOCIATED WITH CARVANA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER CARVANA NOR ANYONE ASSOCIATED WITH CARVANA REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CARVANA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CARVANA AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO CARVANA FOR THE APPLICABLE CONTENT, PRODUCT, OR SERVICE OUT OF WHICH LIABILITY AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Carvana, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services or any Mobile Application, including, but not limited to, your User Contributions, any use of the Services's content, services and products other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

Governing Law and Jurisdiction

These Terms will be governed by the laws of the State of Arizona, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the state and federal courts located in Phoenix, Arizona, and you irrevocably consent to personal jurisdiction and venue in those courts.

Waiver and Severability

Any waiver of breach or default pursuant to these Terms will not be a waiver of any other subsequent breach or default. Failure or delay by Carvana to enforce any term or condition of these Terms will not constitute a waiver of such term or condition.

If any provision of these Terms are held to be illegal, invalid, or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall continue in full force and effect.

Entire Agreement

These Terms constitute the entire agreement between you and Carvana with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties.

Service Specific Terms

All transactions for the sale of goods, services, or information formed through the Services, or as a result of visits made by you are governed by a separate agreement (a "Separate Agreement") between you and Carvana or a Carvana affiliate or partner, which are hereby incorporated into these Terms. In the event of any conflict between the terms of a Separate Agreement and these Terms, the terms of the Separate Agreement will control.

Mobile Application License Terms

If you use any mobile application(s) (“Mobile Application”) provided by Carvana or its affiliates to access or use the Services, then these Mobile Application License Terms apply to your use of the Mobile Application.

License Grant

So long as you comply with these Terms, Carvana grants you a limited, non-exclusive, and non-transferable license to download, install, and use the Mobile Application on a mobile device owned or otherwise controlled by you ("Mobile Device").

License Restrictions

You shall not use the Mobile Application for any purposes beyond the scope granted in the License Agreement. You shall not at any time, directly or indirectly, and shall not permit any third party, including your agents and employees, to: (1) copy, modify, or create derivative works of the Mobile Application, in whole or in part; (2) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile Application; (3) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Mobile Application, in whole or in part; (4) remove any proprietary notices from the Mobile Application; or (5) use the Mobile Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Reservation of Rights

You acknowledge and agree that the Mobile Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Mobile Application, or any other rights thereto other than to use the Mobile Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Carvana and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Mobile Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

Updates

We may from time to time in our sole discretion develop and provide Mobile Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

a. the Mobile Application will automatically download and install all available Updates; or

b. you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates. The Mobile Application or portions thereof may not properly operate should you fail to do so. All Updates are part of the Mobile Application and are subject to these Terms.

Termination

Upon expiration or any termination of these Terms, the license granted in the Mobile Application is terminated. Upon termination you must cease all use of the Mobile Application and delete all copies of the Mobile Application from your Mobile Device.

Export Regulation

The Mobile Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Mobile Application to, or make the Mobile Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Mobile Application available outside the US.