VEXCODE SOFTWARE - END USER LICENSE AGREEMENT
Effective Date: August 7, 2019
This End User Software License ("Agreement") is made as of the 7th day of August, 2019 ("Effective Date") between VEX Robotics, Inc., having a principal place of business at 6725 W FM 1570 Greenville, Texas 75402, United States ("VEX Robotics") and you ("Licensee").
IMPORTANT – READ CAREFULLY: This is a legal agreement between the licensee (either an individual or entity), and VEX Robotics. It imposes certain restrictions on your use of the Software. VEX Robotics and its licensors retain ownership of the Software and no rights are granted to the licensee other than a license to use the Software and any related documentation provided with the Software by VEX Robotics (the "Documentation"), according to the terms expressly set forth in this Agreement. By using this software, 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 Software, including any Documentation.
IMPORTANT – READ CAREFULLY: This is a legal agreement between the licensee (either an individual or entity), and VEX Robotics. It imposes certain restrictions on your use of the software, services and curriculum provided by VEX Robotics including but not limited to learning tools, programming software, device firmware, marketing collateral, and other items both licensed and not licensed to Licensee that are considered part of the software offering of VEX Robotics (hereinafter, "Product").
VEX Robotics and its licensors retain 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 Robotics (the "Documentation"), according to the terms expressly set forth in this Agreement. By using this Product, the licensee agrees to the terms stated herein.
VEX Robotics desires to grant to Licensee, and Licensee desires to accept, a license to use the following Product ("Product") or curriculum ("Curriculum") under the terms of this Agreement - Intending to be legally bound, VEX Robotics and Licensee agree as follows:
1. License. Subject to the terms and conditions of this Agreement, VEX Robotics hereby grants Licensee a non-exclusive, non-transferable, limited right and license, during the Term only, and only for the Users specified, to the Products downloaded 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 Robotics 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 Robotics with reasonable advance written notice of such disclosure to allow VEX Robotics 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 Robotics and its licensors, as applicable. Licensee agrees that while it is not obligated to provide any feedback to VEX Robotics regarding the Product, Licensee relinquishes any intellectual property claims to any and all comments or suggestions provided to VEX Robotics regarding the Product, and VEX Robotics is free to incorporate any, all or none of this information into items developed by VEX Robotics.
4. 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 Robotics at time of download. 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 Robotics 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 Robotics, 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 Robotics (or, at VEX Robotics'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 Robotics and Licensee agree they will continue to be bound by the obligations of Sections 2 through 12 (inclusive).
5. No Warranty. THE PRODUCT AND ANY OTHER MATERIALS OR INFORMATION PROVIDED BY VEX Robotics ARE ON AN "AS IS" BASIS AND VEX ROBOTICS MAKES NO 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. VEX Robotics SHALL NOT BE LIABLE TO LICENSEE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR INABILITY TO USE THE PRODUCT, UNDER THIS AGREEMENT, REGARDLESS OF WHETHER VEX ROBOTICS WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. VEX ROBOTICS' 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.
6. Indemnification. Licensee hereby agrees to defend, indemnify and hold harmless VEX Robotics, its trustees, officers, employees and agents from all 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).
7. No Assignment. This Agreement may not be assigned by Licensee without the prior written consent of VEX Robotics. 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.
8. 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.
9. 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 Greenville, 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.
10. 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.
11. 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.