END USER LICENSE AGREEMENT
VEX Tournament Manager Software
Version 1.1 — Published August 12, 2026
IMPORTANT — READ CAREFULLY. This End User License Agreement (the "Agreement") is a legal agreement between VEX Robotics, Inc., having a principal place of business at 6725 W FM 1570, Greenville, Texas 75402, United States ("VEX Robotics"), and you, an individual or entity that has been credentialed as an Event Partner through the VEX Robotics Events platform located at events.vex.com (the "VEX Robotics Events Platform"), and that accesses the VEX Tournament Manager software application and its accompanying documentation (collectively, the "Software"). You are referred to herein as "Licensee."
BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, LICENSEE REPRESENTS THAT (I) LICENSEE IS AN ACTIVE, AUTHORIZED EVENT PARTNER IN GOOD STANDING ON THE VEX ROBOTICS EVENTS PLATFORM, AND (II) LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE IS NOT AN ACTIVE, AUTHORIZED EVENT PARTNER, OR IF LICENSEE DOES NOT AGREE TO THESE TERMS, LICENSEE IS NOT PERMITTED TO DOWNLOAD, INSTALL, OR USE THE SOFTWARE AND MUST IMMEDIATELY DELETE OR DESTROY ALL COPIES IN LICENSEE'S POSSESSION OR CONTROL.
This Agreement is effective as of the date Licensee first downloads, installs, or uses the Software (the "Effective Date"). Intending to be legally bound, VEX Robotics and Licensee agree as follows:
1. Definitions
"Software" means the VEX Tournament Manager software application, in object code form, including any updates, upgrades, patches, bug fixes, and accompanying documentation provided or made available by VEX Robotics, in whatever form delivered.
"VEX Robotics Events Platform" means the official events management platform operated by VEX Robotics and accessible at events.vex.com, including any successor or replacement platform designated by VEX Robotics.
"Event Partner" means an individual or entity that has applied for and been granted active, in-good-standing Event Partner credentials by VEX Robotics through the VEX Robotics Events Platform, and whose credentials have not been suspended, revoked, expired, or otherwise terminated.
"Sanctioned Event" means a robotics tournament, league match, scrimmage, or similar competitive event that has been formally sanctioned, registered, and approved by VEX Robotics, or by the Global Robotics and Science Foundation acting with VEX Robotics' authorization, on the VEX Robotics Events Platform, and for which Licensee is the designated Event Partner of record. For the avoidance of doubt, an event sanctioned, organized, or operated by any third party (including any former partner, federation, or licensee of VEX Robotics) is not a Sanctioned Event unless it has been independently sanctioned, registered, and approved by VEX Robotics, or by the Global Robotics and Science Foundation acting with VEX Robotics' authorization, on the VEX Robotics Events Platform.
"Authorized Users" means Licensee and the specific volunteers, staff, or designees who (a) are acting under Licensee's direct supervision, (b) are operating the Software solely at and in connection with a specific Sanctioned Event for which Licensee is the designated Event Partner of record on the VEX Robotics Events Platform, and (c) are acting solely on Licensee's behalf and not on behalf of any other organization, federation, or third party. No person shall qualify as an Authorized User in connection with any event for which Licensee is not the designated Event Partner of record, regardless of any general affiliation, role, or supervisory relationship that person may have with Licensee or with any other organization, federation, or third party (including without limitation any organization that previously held a partnership, licensing, sanctioning, or other relationship with VEX Robotics).
"VEX Competition Hardware" means any field control system, controller, robot brain, sensor, motor controller, wireless transmitter, or other hardware product designed, manufactured, sold, or distributed by VEX Robotics for use in competitive robotics events, including without limitation any such hardware with which the Software is designed to communicate.
2. Eligibility; Conditional License Grant
The license granted in this Agreement is expressly conditioned on Licensee being and remaining an Event Partner in active, good standing on the VEX Robotics Events Platform. Event Partner status is a continuing condition of the license, not merely a precondition to download. If Licensee's Event Partner credentials are suspended, revoked, expired, or otherwise become inactive for any reason, the license granted hereunder automatically terminates as of the date such credentials lapse, without any further notice or action required by VEX Robotics.
Subject to and conditioned upon Licensee's continuous compliance with this Agreement and Licensee's continuing status as an Event Partner, VEX Robotics hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of this Agreement, to install and use the Software solely for the purpose of organizing, administering, and operating Sanctioned Events. The license extends only to Authorized Users and only on devices controlled by Licensee.
3. Restrictions on Use
Licensee shall not, and shall not permit, encourage, or enable any third party to:
(a) modify, adapt, translate, or create derivative works of the Software;
(b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, algorithms, file formats, data structures, communication protocols, message formats, command sequences, timing behaviors, or other underlying ideas or technical information of the Software, whether by examination of the Software itself or by observation, capture, recording, or analysis of any communication, signal, or data exchanged between the Software and any VEX Competition Hardware or between VEX Competition Hardware devices, except to the limited extent that applicable law expressly prohibits such a restriction notwithstanding this limitation;
(c) sell, rent, lease, sublicense, assign, distribute, time-share, host, mirror, repackage, or otherwise transfer or make the Software available to any third party;
(d) remove, alter, or obscure any copyright, trademark, or other proprietary notices, labels, or marks contained in or on the Software;
(e) use the Software in any manner that violates applicable law, the rights of any third party, or the official rules, policies, or codes of conduct published by VEX Robotics or the Global Robotics and Science Foundation, as may be published from time to time;
(f) use the Software in connection with any event that is not a Sanctioned Event;
(g) circumvent, disable, or attempt to circumvent or disable any license check, authentication mechanism, access control, or other technical protection measure included in the Software; or
(h) use the Software for any commercial purpose other than the operation of Sanctioned Events; or
(i) use the Software, or any information derived from the Software or from its operation (including without limitation any protocol, message format, command, signal, or behavior observed during the Software's communication with VEX Competition Hardware), to design, develop, produce, distribute, market, or operate, for any competitive or commercial purpose, any software, firmware, hardware, or service that is intended or reasonably capable of communicating with, controlling, monitoring, or interoperating with VEX Competition Hardware, or that mimics, emulates, replicates, or substitutes for the functionality of the Software in connection with any competitive robotics event, except to the limited extent that applicable law expressly prohibits such a restriction notwithstanding this limitation.
4. Unauthorized Use; Acknowledgment of Remedies
Licensee acknowledges and agrees that the Software is licensed, not sold, and is made available only to credentialed Event Partners for the limited purposes described in this Agreement. Any access to, download of, installation of, or use of the Software by any person or entity that is not an active, authorized Event Partner in good standing on the VEX Robotics Events Platform, or any use of the Software outside the scope of the license granted in Section 2, constitutes:
(a) a material breach of this Agreement;
(b) unauthorized use and unauthorized access to proprietary software belonging to VEX Robotics;
(c) misappropriation of VEX Robotics' trade secrets and infringement of VEX Robotics' copyrights and other intellectual property rights; and
(d) where applicable, a violation of the U.S. Computer Fraud and Abuse Act (18 U.S.C. § 1030), the Texas Harmful Access by Computer Act (Tex. Penal Code § 33.02), the Digital Millennium Copyright Act (17 U.S.C. § 1201) with respect to any circumvention of technical protection measures, and other applicable federal, state, and international laws.
Licensee acknowledges that any such unauthorized use would cause VEX Robotics irreparable harm for which monetary damages alone would be inadequate, and that VEX Robotics shall be entitled to seek immediate injunctive and other equitable relief, in addition to all other available legal remedies, including without limitation actual damages, statutory damages, disgorgement of profits, recovery of reasonable attorneys' fees and costs, and any other remedies available at law or in equity. The parties agree that, if a bond is required for any injunction sought by VEX Robotics under this Agreement, a reasonable amount for such bond shall be One Thousand U.S. Dollars (US $1,000.00). VEX Robotics expressly reserves all rights and remedies not expressly granted to Licensee under this Agreement.
5. Ownership
The Software is licensed, not sold. VEX Robotics and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. Licensee acquires no ownership rights in the Software and may use the Software only as expressly permitted by this Agreement. All rights not expressly granted to Licensee are reserved by VEX Robotics. Licensee acknowledges that the Software embodies valuable trade secrets and confidential information of VEX Robotics.
6. Feedback
If Licensee provides VEX Robotics with any suggestions, comments, ideas, improvements, or other feedback regarding the Software ("Feedback"), Licensee hereby assigns to VEX Robotics all right, title, and interest in and to such Feedback and agrees that VEX Robotics may use, modify, and incorporate such Feedback in any manner and for any purpose, without restriction, attribution, or compensation to Licensee.
7. Updates; Modifications
VEX Robotics may, in its sole discretion and at any time, release updates, upgrades, patches, or new versions of the Software. Such updates may be required for continued use of the Software, including in connection with Sanctioned Events. VEX Robotics reserves the right to modify, suspend, or discontinue the Software, in whole or in part, at any time, with or without notice. VEX Robotics has no obligation to provide support, maintenance, or updates for the Software except as expressly stated in a separate written agreement.
8. Data; Privacy
Licensee acknowledges that the Software may transmit event, match, team, and operational data to the VEX Robotics Events Platform and to VEX Robotics' servers for purposes of event administration, results reporting, and Software functionality. Licensee's use of the Software and Licensee's submission of data through the Software are subject to VEX Robotics' then-current privacy policy. Licensee represents and warrants that it has obtained all necessary consents and authorizations to submit any personal data through the Software.
9. Third-Party Components
The Software may include or rely on third-party software components, including open-source components, that are subject to their own license terms. A list of such third-party components and their applicable license terms is available within the Software or its documentation. Licensee's use of any such components is governed by the applicable third-party license terms.
10. Term and Termination
This Agreement commences on the Effective Date and continues until terminated as provided herein. This Agreement will terminate automatically and immediately, without notice, upon: (a) Licensee's breach of any term of this Agreement; (b) the lapse, suspension, revocation, or termination of Licensee's Event Partner credentials on the VEX Robotics Events Platform; or (c) Licensee's discontinuation of use of the Software. VEX Robotics may also terminate this Agreement at any time, with or without cause, upon written notice to Licensee.
Upon termination for any reason, Licensee shall: (i) immediately cease all use of the Software; (ii) delete or destroy all copies of the Software in Licensee's possession or control, including all installations on any device; and (iii) upon request, provide VEX Robotics with written certification of such deletion or destruction. Sections 3 through 6, 8 through 20, and 22 shall survive any termination of this Agreement.
11. Disclaimer of Warranties
THE SOFTWARE AND ANY OTHER MATERIALS OR INFORMATION PROVIDED BY VEX ROBOTICS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VEX ROBOTICS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VEX ROBOTICS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VEX ROBOTICS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER VEX ROBOTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
VEX ROBOTICS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100.00). LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED WITHOUT CHARGE AND THAT THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13. Indemnification
Licensee agrees to defend, indemnify, and hold harmless VEX Robotics, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Licensee's use or misuse of the Software; (b) Licensee's breach of this Agreement; (c) Licensee's violation of any applicable law or the rights of any third party; or (d) the conduct of any Sanctioned Event operated by Licensee, including any claims of personal injury, death, or property damage.
14. Assignment
Licensee shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of VEX Robotics. Any attempted assignment in violation of this Section shall be null and void. VEX Robotics may freely assign this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
15. Export Control
The Software is subject to United States export control laws and regulations, including the Export Administration Regulations. Licensee shall comply with all applicable export and re-export control laws and regulations, and shall not export, re-export, or transfer the Software, directly or indirectly, to any country, entity, or person prohibited by such laws.
16. Governing Law; Venue; Jury Trial Waiver
This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Software shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles or the place of execution or performance hereof. Licensee and VEX Robotics stipulate and agree that the state and federal courts comprising Hunt County, Texas shall have exclusive personal jurisdiction over the parties to hear any dispute, claim, or controversy arising out of or relating to this Agreement or the Software, and that venue for any such dispute shall be exclusively proper in the state or federal courts comprising Hunt County, Texas. Licensee hereby irrevocably consents to such jurisdiction and venue and waives any objection based on forum non conveniens or otherwise.
Notwithstanding the foregoing, VEX Robotics may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to enforce the restrictions in Sections 3 and 4 of this Agreement.
JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE AND VEX ROBOTICS EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR LICENSEE'S USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CLAIMS SOUNDING IN CONTRACT, TORT, STATUTE, OR EQUITY. ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE THE JUDGE OF THE STATE OR FEDERAL COURT TO WHICH THE LITIGATION IS ASSIGNED.
17. Notices
Any notices required or permitted under this Agreement shall be in writing. Notices to VEX Robotics shall be delivered either (a) by nationally recognized overnight courier or (b) by certified mail, return receipt requested, to the address set forth in the preamble of this Agreement, or to such other address as VEX Robotics may designate in writing. Notices to Licensee may be delivered by any of the following means, each of which shall be deemed effective upon delivery or posting: (a) the email address associated with Licensee's Event Partner account on the VEX Robotics Events Platform; (b) a notice included with or displayed through any subsequent update, release, or installation of the Software; or (c) a notice posted on the VEX Robotics Events Platform (events.vex.com), including on the page from which the Software is downloaded. Licensee is responsible for periodically reviewing the foregoing channels for notices from VEX Robotics, and Licensee's continued use of the Software following any such notice shall constitute acknowledgment of, and agreement to, the contents of such notice.
18. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from this Agreement, and the remaining provisions shall remain in full force and effect.
19. Waiver
No failure or delay by VEX Robotics in exercising any right under this Agreement shall constitute a waiver of that right. No waiver shall be effective unless in writing and signed by an authorized representative of VEX Robotics.
20. Entire Agreement; Versioning and Amendment
This Agreement, together with any policies or terms expressly referenced herein (including the terms governing the VEX Robotics Events Platform), constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous agreements, understandings, or communications, whether oral or written.
Each version of this Agreement is identified by a version identifier and a publication date, both of which appear at the top of the Agreement as presented to Licensee. VEX Robotics maintains an archive of each published version of this Agreement, together with its version identifier and publication date, and shall make prior versions available to Licensee upon reasonable request. The version of this Agreement in effect at any given time as to a particular Licensee is the version most recently accepted by that Licensee through any acceptance mechanism described in this Agreement.
This Agreement may be amended only by a written instrument signed by an authorized representative of VEX Robotics, except that VEX Robotics may update this Agreement from time to time by posting a revised version, identified by a new version identifier and publication date, through the Software or the VEX Robotics Events Platform. Licensee's continued use of the Software after such posting, or Licensee's affirmative acceptance of the revised version through any acceptance mechanism described in this Agreement, shall constitute acceptance of the revised Agreement
Where VEX Robotics materially modifies Licensee's obligations or VEX Robotics' rights under this Agreement, VEX Robotics will provide notice of the revision through the channels described in Section 17 not less than thirty (30) days before the revised version takes effect, and will identify the sections that have changed. Licensee may terminate this Agreement at any time by ceasing use of the Software and deleting or destroying all copies in Licensee's possession or control.
21. Acceptance by Existing Users
Licensees who downloaded, installed, or used prior versions of the Software before the Effective Date of this Agreement shall become bound by this Agreement upon the earliest to occur of: (a) Licensee's affirmative acceptance of this Agreement through a clickthrough, checkbox, or similar acceptance mechanism presented by the Software or by the VEX Robotics Events Platform; (b) Licensee's installation or use of any update, upgrade, patch, or new version of the Software released on or after the Effective Date; or (c) Licensee's registration, sanctioning, or operation of any Sanctioned Event on or after the date that is thirty (30) days following VEX Robotics' notice of this Agreement delivered through any channel permitted under Section 17. Continued use of the Software following any of the foregoing events shall constitute Licensee's binding acceptance of this Agreement and supersedes the terms of any prior agreement or license governing Licensee's use of the Software.
22. Compliance Verification
(a) Periodic Attestation. VEX Robotics may, from time to time and no more frequently than annually, require Licensee to provide a written attestation, in a form prescribed by VEX Robotics, affirmatively representing Licensee's past and ongoing compliance with this Agreement, including without limitation Licensee's compliance with the restrictions in Section 3 and Licensee's management of Authorized Users. Such attestation is separate from, and not satisfied by, Licensee's acceptance of this Agreement through any acceptance mechanism described in this Agreement. The attestation may be required as a condition of continued Event Partner status on the VEX Robotics Events Platform, and may be delivered through the Platform's standard account interfaces. Licensee's failure to provide a requested attestation within thirty (30) days of request shall constitute grounds for suspension or termination of Licensee's Event Partner credentials and this Agreement.
(b) Records Requests. Upon reasonable written request, VEX Robotics may request from Licensee records and information relating to Licensee's use of the Software, including: (i) the identity of Authorized Users who have operated the Software on Licensee's behalf; (ii) the Sanctioned Events at which the Software has been used; and (iii) the number and general location of installations of the Software in Licensee's possession or control. Licensee shall respond to such requests within thirty (30) days. VEX Robotics shall make no more than one such request of any Licensee in any twelve (12) month period, absent a good-faith belief that Licensee has breached this Agreement.
(c) Inspection Upon Suspected Breach. Where VEX Robotics has a good-faith, articulable belief that Licensee has materially breached Section 3 of this Agreement, VEX Robotics may, upon not less than ten (10) business days' advance written notice stating the basis for that belief, inspect: (i) installations and copies of the Software in Licensee's possession or control; and (ii) any software, firmware, hardware, or service that VEX Robotics reasonably believes was developed or deployed in violation of Section 3. Any inspection shall be limited in scope to the suspected breach, shall be conducted during normal business hours at a mutually agreeable time and place, and shall not unreasonably interfere with Licensee's operations. Nothing in this Section authorizes VEX Robotics to access Licensee's systems remotely or without Licensee's knowledge and participation.
(d) Cost Allocation. Each party shall bear its own costs of any records request or inspection conducted under this Section, except that if an inspection reveals a material breach of this Agreement, Licensee shall reimburse VEX Robotics for its reasonable costs of conducting the inspection, including reasonable attorneys' fees, in addition to all other remedies available to VEX Robotics under this Agreement or applicable law.
(e) Cooperation. Licensee shall cooperate reasonably and in good faith with any records request or inspection conducted under this Section. Licensee's failure to cooperate with a properly noticed request or inspection shall be deemed a material breach of this Agreement.
(f) Confidentiality. Information obtained by VEX Robotics under this Section shall be used solely for purposes of verifying compliance with this Agreement and enforcing VEX Robotics' rights hereunder, and shall not be disclosed to third parties except as required by law or as necessary to enforce this Agreement.
(g) No Covert Monitoring. The Software transmits data only as follows: (i) event data exchanged with the VEX Robotics Events Platform in connection with a Sanctioned Event, including tournament data downloaded to and uploaded from the Software; and (ii) a request to check whether an updated version of the Software is available, which may be directed to an endpoint operated by VEX Robotics or by a development partner of VEX Robotics, and which retrieves version information without transmitting information about Licensee, Licensee's systems, or Licensee's events. The Software also transmits data over Licensee's local network in order to discover and communicate with displays, tablets, and other devices used to operate a Sanctioned Event, including transmitting event information such as team and match data to those devices for display and event operation; such local network data is not transmitted to VEX Robotics. The Software does not access, scan, index, or transmit any other file, program, or activity on Licensee's systems. The Software contains no capability permitting VEX Robotics to access Licensee's systems remotely, and no verification under this Section will be conducted without Licensee's knowledge and participation.