VEX ROBOTICS LICENSING SYSTEM - END USER LICENSE AGREEMENT
Effective date: July 21, 2022

This End User License Agreement ("Agreement") is made between VEX Robotics, Inc., having a principal place of business at 6725 W FM 1570 Greenville, Texas 75402, United States ("VEX" or "VEX Robotics") and you ("Licensee").

IMPORTANT – READ CAREFULLY: This is a legal agreement between the Licensee (either an individual or entity) and VEX. It imposes certain restrictions on your use of the Service. VEX and its licensors retain ownership of the Service and no rights are granted to the Licensee other than a license to use the Service and any related documentation provided with the Service by VEX (the “Documentation”), according to the terms expressly set forth in this Agreement. By using this Service, the Licensee agrees to the terms stated herein. By clicking on the “Yes” button below you agree to be and are hereby bound by the terms of this License Agreement. If you do not agree to the terms of this Agreement, you must promptly return the Service, including any Documentation.

IMPORTANT – READ CAREFULLY: This is a legal agreement between the Licensee (either an individual or entity), and VEX. It imposes certain restrictions on your use of the Service, tools, and curriculum provided by VEX including, but not limited to, learning tools, programming tools, device firmware, marketing collateral, and other items both licensed and not licensed to Licensee that are considered part of the Service offering of VEX (hereinafter, “Product”).

VEX retains ownership of the Product and no rights are granted to the Licensee other than a license to use the Product and any related Documentation provided with the Product by VEX, according to the terms expressly set forth in this Agreement. By using this Product, the Licensee agrees to the terms stated herein.

VEX desires to grant to Licensee, and Licensee desires to accept, a license to use the following Product under the terms of this Agreement - intending to be legally bound, VEX and Licensee agree as follows:

1. License. Subject to the terms and conditions of this Agreement, VEX hereby grants Licensee a non-exclusive, non-transferable, limited right and license, during the Term only, and only for the single Licensee specified, to the Products pursuant to this agreement.
2. Restrictions on Use; Non-Disclosure. Licensee agrees that it will not (and will not permit others to) modify, decompile, reverse engineer, redistribute, repackage, encumber, sell, rent, lease, sublicense, assign, time-share, publish, broadcast, circulate, market, donate, disseminate, retransmit, or commercially-exploit the Product and/or any copies or parts thereof. Licensee may copy the Product only as described in Section 1 above and for no other purpose. Licensee understands that the Product is proprietary to VEX and Licensee agrees not to disclose the Product to any third-party. In the event Licensee is legally compelled to disclose the Product, Licensee agrees to provide VEX with reasonable advance written notice of such disclosure to allow VEX to seek a protective order or other remedy.
3. Ownership. Licensee agrees that it is acquiring no ownership rights in the Product and may only use the Product in accordance with the terms of this Agreement. The Product remains the property of VEX and its licensors, as applicable. Licensee agrees that while it is not obligated to provide any feedback to VEX regarding the Product, Licensee relinquishes any intellectual property claims to any and all comments or suggestions provided to VEX regarding the Product, and VEX is free to incorporate any, all or none of this information into items developed by VEX.
4. Submissions. A Licensee who participates or submits any content while using the Product will own and maintain the intellectual property rights in their submissions and grants VEX and the VEX Community licenses to use such submissions as indicated herein. Licensee hereby grants to VEX, and Licensee hereby represents and warrants that Licensee has the right to grant, an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your submission, and to grant sublicenses of the foregoing. Licensee agrees to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to such submissions.
5. Acceptable Use Policy. Licensee agrees not to upload, transmit, display, or distribute any Submissions (i) that violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, including the rights of other users to their Submission; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, defamatory, pornographic, obscene, patently offensive, or that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable in our sole judgment; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, obligations, or restrictions imposed by any third-party.
   
   In addition, Licensee agrees not to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather, or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the VEX website, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the VEX website, other computer systems, or networks connected to or used together with the Product, through password mining or other means; (vi) harass or interfere with another user’s use and enjoyment of the Product; or (vii) introduce software or automated agents or scripts to the Product so as to produce multiple accounts, generate automated searches, requests, and queries, or to strip, scrape, or mine data from the Product (except that we grant the operators of public search engines revocable permission to use spiders or similar technology to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly-available, searchable indices of the materials, but not caches or archives of such materials).

6. Review and Enforcement. VEX reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against Licensee in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your submissions, terminating your access account, and/or reporting you to law enforcement authorities.

7. Term and Termination. Provided Licensee complies with all terms and conditions of this Agreement, Licensee may continue to use the Product for a term of license defined by VEX at the time of license activation. This Agreement will terminate at the end of the Term, or when either Licensee discontinues use of the Product (and either returns or destroys the Product), or VEX terminates this Agreement by written notice to Licensee as a result of Licensee’s breach of any term of this Agreement, whichever occurs first. In the event of termination by VEX, Licensee agrees: (a) to immediately cease using the Product and all copies thereof and to remove the Product from Licensee’s computers and systems; (b) to return the Product and all copies to VEX (or, at VEX’s option, to destroy the Product and any and all copies and provide a written certification regarding such destruction). In the event of termination of this Agreement, VEX and Licensee agree they will continue to be bound by the obligations of Sections 2 through 14 (inclusive).

8. Warranties; Disclaimer. VEX warrants that (a) the Product will perform in substantial accordance with all applicable documentation, including but not limited to, these End User License Agreement; (b) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of organization; (c) it is in and will remain in compliance with all applicable laws regarding the provision of the Product; and (d) to VEX's knowledge, the Product and Licensee's use thereof will not infringe any patent, copyright, trademark or other intellectual property right of any third party and that there are no pending or, to VEX's knowledge, threatened claims, litigation, or other proceedings pending against VEX by any third party based on an alleged violation of such intellectual property rights.
   
   EXCEPT AS PROVIDED HEREIN, THE PRODUCT AND ANY OTHER MATERIALS OR INFORMATION PROVIDED BY VEX ROBOTICS ARE ON AN "AS IS" BASIS AND VEX ROBOTICS MAKES NO ADDITIONAL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, TITLE, NON-INFRINGEMENT, OR ERROR-FREE OPERATION.
   
   NEITHER PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR INABILITY TO USE THE PRODUCT, UNDER THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE MANNER CLAIMED OR THE FORM OF ACTION ALLEGED (I.E., TORTS, CONTRACTS OR OTHERWISE), SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL UNRESTRICTED PAYMENTS RECEIVED BY VEX ROBOTICS FROM LICENSEE UNDER THIS AGREEMENT.

9. Indemnification. Licensee hereby agrees to defend, indemnify and hold harmless VEX, its trustees, officers, employees and agents from all third party claims or demands made against them (and any related losses, expenses or attorney's fees) arising out of or relating to Licensee's negligent use of or willful misuse of or negligent conduct or willful misconduct regarding the Product (including, but not limited to, any claims of product liability, personal injury, or death, damage to property or violation of any laws or regulations).

   
   VEX hereby agrees to defend, indemnify and hold harmless Licensee, its trustees, officers, employees and agents from all third-party claims or demands made against them (and any related losses, expenses or attorney's fees) arising out of or relating to or in connection with VEX's provision of access to the Product, and any claim that the Product infringes or misappropriates a trademark, copyright, trade secret or other intellectual property right of a third party.

10. No Assignment. This Agreement may not be assigned by Licensee without the prior written consent of VEX. Any attempted assignment by Licensee in violation of this Section shall be null and void. Subject to the restrictions of this Section, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their representatives, successors and permitted assigns.
11. Export Control Laws. It is understood that the Product is subject to applicable United States export laws and regulations (including, but not limited to, the Export Administration Act of 1979). Licensee agrees to comply with any and all applicable export control laws and/or regulations and to obtain any required licenses or approvals.
12. Governing Law; Arbitration. This Agreement and any and all claims arising from it will be construed under the laws of the State of Texas without regard to its conflict of laws issues. Any dispute or claim arising out of or relating to this Agreement will be settled exclusively by arbitration in Hunt County, Texas in accordance with the Rule of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
13. Notices. Any notices to be given under this Agreement shall be in writing and mailed either overnight via nationally recognized overnight courier or via certified first-class mail, return receipt requested, to the addresses listed in the first paragraph of this Agreement. No party may object to any method of providing written notice that is actually received by such party.
14. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all previous agreements and understandings related to the subject matter of this Agreement. This Agreement may not be amended or modified except by a written document signed by authorized representatives of both parties. The parties hereby execute this Agreement as of the Effective Date.