User-generated Content

1. Introduction & Parties

CarMax, Inc., on behalf of itself and its affiliates and subsidiaries (collectively, "CarMax"), is interested in content recently published by you through one or more third-party sites or platforms, including but not limited to Instagram, Facebook, Pinterest, YouTube, Snapchat, TikTok, X (formerly Twitter), and similar platforms, including Stories, Reels, and short-form video formats (collectively, the "Third Party Platforms"). CarMax would like your permission to share your Content in its original form or as edited by the CarMax marketing team. Please review these Terms to determine whether you wish to grant CarMax the rights and permissions set forth herein.

As used herein, "You" or "Your" refers to the individual rights holder of the Content. "Content" means any picture, graphic, drawing, image, illustration, text, video recording (including Reels, Stories, and short-form video), sound recording, or other material you have posted online or through Third Party Platforms, together with your name, likeness, and other identifying information, including without limitation any social media identifier, handle, or profile picture.

2. License Grant

CarMax does not claim ownership rights in your Content. However, by agreeing to these Terms, you hereby grant to CarMax, and its affiliates, subsidiaries, agents, successors, and assigns, an irrevocable, fully paid-up, non-exclusive, worldwide, sublicensable, transferable, and royalty-free license to use the Content for the purpose of marketing, distributing, and selling products or services, or for other promotional or informational purposes, in any form, media, or technology, whether now known or hereafter developed, including but not limited to:

1. Social media platforms (including Instagram, Facebook, Pinterest, YouTube, Snapchat, TikTok, X, and others);

2. Website, mobile application, and digital advertising;

3. Email marketing;

4. Print materials and out-of-home advertising; and

5. Retail and in-store displays and point-of-sale materials.

This license and the rights set forth above are granted for a perpetual term (collectively, the "License"). CarMax may edit the Content for marketing purposes without your written approval, provided that no edits will materially misrepresent your views or likeness. In the event you believe CarMax has violated the terms of the License in a material respect, you may provide notice to CarMax and your sole and exclusive remedy is for CarMax to cease use of the Content on a go-forward basis for future uses of such Content.

3. Representations & Warranties

By agreeing to these Terms, you represent and warrant that:

1. You are the sole owner of the Content, including all copyright rights therein;

2. You have the authority to agree to these Terms and to provide the rights granted herein;

3. You are at least 18 years of age, or the age of majority in your jurisdiction;

4. Any persons appearing in the Content are at least 18 years of age or the age of majority, or, if such persons are minors, you have obtained the written authorization and release from a parent or legal guardian of any such person(s);

5. You have obtained written consent and releases, as appropriate, from any other identifiable individuals appearing in the Content;

6. The License does not infringe any third party's rights, including intellectual property, privacy, or publicity rights;

7. There are no pending or threatened lawsuits or other complaints, including any take-down request, concerning any aspect of the Content and You agree to notify CarMax immediately in the event you become aware of or receive notice of any such threats, complaints or take-down notices;

8. You have obtained any necessary releases from the owners of any property appearing in the Content; and

9. Any statements made in the Content regarding CarMax and its products reflect your honest opinions and beliefs and are based on your actual experiences with CarMax and/or its products.

4. No Compensation

You agree that you will not receive any payment, royalty, or other remuneration in exchange for CarMax's use of your Content pursuant to these Terms, unless explicitly agreed to in a separate written agreement signed by both parties. Attribution (e.g., tagging your social handle when reposting your Content) may be provided at CarMax's discretion but is not guaranteed.

5. Moral Rights Waiver

To the extent permitted by applicable law, you irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding the Content that you may have under any applicable law.

6. Content Standards & Removal

CarMax reserves the right to reject, remove, or decline to use any Content that, in its sole judgment, violates these Terms, violates applicable law, is offensive or harmful, is inconsistent with CarMax's brand values, or features third-party trademarks, logos, or copyrighted material without authorization. CarMax's decision to allow, display, remove, restrict, or decline to use any Content does not mean that CarMax endorses the Content or has determined that the Content complies with these Terms or applicable law. CarMax may choose not to use your Content or remove it from any CarMax-controlled media or materials at any time, without notice or liability to you.

7. Indemnification

You hereby waive, discharge, and agree to indemnify, defend, and hold harmless CarMax and any person acting on CarMax's behalf from any and all claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (i) your Content; (ii) your breach of these Terms; (iii) claims for payment; or (iv) claims relating to defamation, copyright infringement, invasion or misappropriation of the right of privacy or publicity, or any other claim arising out of CarMax's use of the Content pursuant to these Terms.

8. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

Any dispute or claim relating in any way to these Terms will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Terms.

Class Action Waiver: Any dispute resolution proceedings will be conducted only on an individual basis, and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party waives any right to a jury trial.

IP Carve-Out: Either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Opt-Out Right: You may opt out of the arbitration agreement by sending written notice to CarMax at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238 (Attention: Marketing Department) within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, address, and a clear statement that you wish to opt out of arbitration.

9. Privacy

Any personal data collected in connection with your Content submission will be handled in accordance with CarMax's Privacy Policy, available at: https://www.carmax.com/privacy-policy

10. General Provisions

Entire Agreement: These Terms constitute the entire understanding of the parties with respect to the subject matter herein and supersede all prior agreements or understandings.

Amendment: This License may not be amended or rescinded except by a writing signed by both you and CarMax. Removing your consent from the platform on which it was originally provided shall not void, terminate, or alter these Terms.

Governing Law: These Terms shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Subject to the arbitration clause above, any disputes shall be resolved in the courts of Goochland County, Virginia.

Successors: This License shall be binding upon and inure to the benefit of the parties and their respective successors and heirs.