TERMS AND CONDITIONS

Last updated: 1 September 2026

1. General Provisions

1.1. These Terms and Conditions (“Terms”) govern access to and use of the website https://torneox.com, the Torneox mobile application and the related digital services and functionality (collectively, the “Platform”).

1.2. The Platform is operated by UpperCX LLC , registration No. 30-1341599, legal address: 30 North Gould Street, Sheridan, Wyoming, 82801, United States (“Torneox”).

1.3. The software and technical infrastructure underlying the Platform are provided and maintained by SIA Vertexo, registration No. 40203073672, legal address: Rīgas iela 47–2, Jūrmala, LV-2015, Latvia, operating under the Tournated brand (“Vertexo” or the “Technology Provider”).

1.4. Vertexo acts solely as the Technology Provider and, unless expressly stated otherwise, is not the organizer of tournaments, competitions, leagues, training sessions or other sporting activities offered through the Platform and does not determine sporting, disciplinary or organizational matters relating to such activities.

1.5. The Platform enables Users to access functionality including User profiles, tournament and competition registration, licences, rankings, draws, schedules, results, payments and other sports-related services (collectively, the “Services”).

1.6. Tournaments and competitions available through the Platform may be organized by members of Torneox or, where expressly indicated, by Torneox itself. A member of Torneox organizing a particular tournament or competition is referred to in these Terms as the “Tournament Organizer”. The identity of the relevant Tournament Organizer shall be made available to the User in connection with the relevant tournament or competition.

2. Acceptance of the Terms

2.1. By creating an account, registering for a Service or otherwise using functionality requiring acceptance of these Terms, a user (“User”) confirms that the User has read, understood and agrees to be bound by these Terms.

2.2. These Terms govern the User's general access to and use of the Platform.

2.3. Where the User purchases an Torneox licence or another Service provided directly by Torneox, the relevant contractual relationship is between the User and Torneox.

2.4. Where the User registers for a tournament or competition organized by a Tournament Organizer, the contractual relationship relating to participation in that tournament or competition, including the applicable participation fee, is between the User and the relevant Tournament Organizer, unless expressly stated otherwise.

2.5. Tournament Organizers may establish additional tournament-specific rules, participation requirements, cancellation conditions and other terms. Such conditions shall be made available to the User before registration where applicable.

2.6. Vertexo is not a party to any contract between the User and Torneox or between the User and a Tournament Organizer and does not provide the underlying sporting services.

2.7. If the User does not agree with these Terms, the User must not create an account or use those parts of the Platform that require acceptance of these Terms.

3. User Accounts

3.1. Certain Platform functionality requires the creation of a User account.

3.2. The User shall provide accurate, complete and current information and shall update such information where necessary.

3.3. The User is responsible for maintaining the confidentiality of the User's login credentials and must not knowingly allow unauthorized persons to use the User's account.

3.4. The User shall promptly notify Platform support if the User becomes aware of unauthorized access to or use of the User's account.

3.5. Torneox may restrict or suspend a User's account where reasonably necessary due to a material breach of these Terms, applicable competition or sporting rules, fraud, abuse or unlawful activity.

3.6. Vertexo may technically restrict or suspend access to an account where reasonably necessary to protect the security, integrity or availability of the Platform, other Users or data, including in cases of suspected unauthorized access, malicious activity or material misuse of the Platform.

4. Use of the Platform

4.1. Users shall use the Platform only for lawful purposes and in accordance with these Terms.

4.2. Users must not:

(a) attempt to gain unauthorized access to the Platform, another User's account or any connected system;

(b) interfere with or disrupt the operation, security or integrity of the Platform;

(c) introduce viruses, malicious code or other harmful technology;

(d) use automated means to access or extract data from the Platform except where expressly authorized;

(e) impersonate another person or intentionally provide false or misleading information;

(f) use the Platform for fraudulent, unlawful or abusive purposes; or

(g) infringe the intellectual property, privacy or other rights of Torneox, Vertexo, Tournament Organizers, other Users or third parties.

4.3. Users participating in tournaments or competitions shall also comply with applicable Torneox regulations and the sporting, competition and disciplinary rules applicable to the relevant event.

5. Tournaments and Sporting Activities

5.1. Tournaments and competitions made available through the Platform are generally organized by members of Torneox acting as independent Tournament Organizers. Torneox may also organize tournaments directly, in which case Torneox shall be identified as the Tournament Organizer.

5.2. The relevant Tournament Organizer is responsible, as applicable, for:

(a) participation and eligibility requirements;

(b) tournament categories and formats;

(c) draws and schedules;

(d) refereeing and sporting decisions;

(e) venues and playing conditions;

(f) prizes;

(g) cancellation, postponement or modification of the tournament;

(h) tournament-specific participation fees and refund conditions; and

(i) compliance with applicable Torneox regulations and competition rules.

5.3. Torneox establishes and administers federation-level rules, regulations, licences and rankings to the extent applicable to tournaments conducted under Torneox authority.

5.4. Vertexo provides only the technological functionality through which tournaments may be administered and does not organize tournaments or make sporting, disciplinary or organizational decisions.

5.5. The fact that a tournament is accessible or administered through the Platform does not by itself mean that Torneox or Vertexo is the organizer of that tournament.

5.6. Information concerning tournaments, schedules, draws and other sporting matters may change. Users are responsible for checking current information made available through the Platform and communications issued by Torneox or the relevant Tournament Organizer.

6. Registration for Services

6.1. Before the User confirms a paid registration or purchase, the Platform shall display or otherwise make available the material information relating to the relevant Service, including:

(a) the identity of the provider of the Service;

(b) for a tournament registration, the identity of the Tournament Organizer;

(c) the principal characteristics of the Service;

(d) the total price payable, including applicable taxes and mandatory charges;

(e) applicable cancellation and refund conditions; and

(f) any material participation requirements.

6.2. The User shall have an opportunity to review the order or registration and correct input errors before confirming it.

6.3. After successful submission of a paid registration or purchase, an electronic confirmation shall be made available or sent to the User.

6.4. Tournament-specific rules and conditions made available to the User before registration form part of the conditions applicable to that tournament.

7. Licences, Fees and Payments

7.1. Torneox Licences

Licences purchased through the Platform are issued by Torneox. The applicable licence fee is determined by Torneox and shall be displayed to the User before purchase.

7.2. Tournament Participation Fees

Participation fees for tournaments and competitions are determined by the relevant Tournament Organizer unless expressly stated otherwise.

7.3. The total amount payable by the User, including applicable taxes and mandatory charges known at the time of purchase, shall be displayed before the User confirms payment.

7.4. No optional additional payment shall be charged without the User's express agreement.

7.5. Payments made through the Platform may be technically processed by an independent payment service provider integrated with the Platform.

7.6. The use of the Platform or a payment service provider to technically process a payment does not by itself change the identity of the provider of the underlying Service.

7.7. Questions concerning an Torneox licence or another Service provided directly by Torneox shall be addressed to Torneox.

7.8. Questions concerning a tournament participation fee, tournament cancellation or entitlement to a tournament-related refund shall be addressed to the relevant Tournament Organizer.

7.9. Vertexo may provide technical assistance concerning payment functionality but does not thereby become the seller, Tournament Organizer or provider of the underlying Service.

8. Cancellations, Refunds and Right of Withdrawal

8.1. Cancellation and refund conditions applicable to a particular Service shall be made available to the User before the relevant paid registration or purchase where required.

8.2. Torneox Licences

Cancellation, withdrawal and refund rights relating to Torneox licences shall be governed by the conditions communicated by Torneox and mandatory applicable consumer protection law.

8.3. Tournament Registrations

Cancellation and refund conditions for tournament registrations are determined by the relevant Tournament Organizer, subject to mandatory applicable law, and shall be made available to the User before registration where applicable.

8.4. Where a tournament is cancelled, postponed or materially changed, the relevant Tournament Organizer is responsible for communicating the applicable arrangements and, where applicable, processing or authorizing refunds.

8.5. Where the User qualifies as a consumer and concludes a distance contract, the User shall have any right of withdrawal provided by applicable consumer protection law.

8.6. The statutory right of withdrawal may not apply where an exception established by applicable law applies, including to certain services relating to leisure activities where the contract provides for a specific date or period of performance.

8.7. Where a statutory right of withdrawal applies, the relevant provider of the Service shall provide the User with the information and means required to exercise that right in accordance with applicable law.

8.8. Vertexo may technically facilitate a refund through the Platform but does not determine whether a User is legally or contractually entitled to that refund.

8.9. Nothing in these Terms or in any tournament-specific cancellation conditions limits mandatory consumer rights.

9. User Content

9.1. Users may be permitted to upload photographs, profile information, text or other content (“User Content”).

9.2. Users retain their rights in User Content.

9.3. By submitting User Content, the User grants Torneox and, where necessary for the technical operation of the Platform, Vertexo a non-exclusive licence to host, store, reproduce, display and otherwise process such User Content solely to the extent reasonably necessary to provide, administer and operate the Platform and the relevant Services.

9.4. The User represents that the User has the necessary rights to submit the relevant User Content and that its use in accordance with these Terms does not unlawfully infringe third-party rights.

9.5. Torneox or Vertexo may remove or restrict access to User Content where reasonably necessary to comply with applicable law, respond to a valid notice concerning unlawful or infringing content, protect third-party rights, or maintain the security and integrity of the Platform.

9.6. Each User, Torneox, Tournament Organizer or other person submitting, uploading or publishing content on the Platform is responsible for the content submitted by that person, including its accuracy, lawfulness and compliance with third-party intellectual property, privacy and other rights.

9.7. Vertexo acts solely as the Technology Provider and does not create, select or control content uploaded or published on the Platform by Torneox, Tournament Organizers, Users or other third parties and shall not be responsible for such content, except to the extent that liability cannot be excluded under applicable law.

10. Photographs and Recordings at Sporting Events

10.1. Photographs, video recordings or other audiovisual materials may be created during tournaments or events by Torneox, Tournament Organizers or persons authorized by them.

10.2. Where such materials contain personal data, their collection and use shall be subject to applicable data protection and other applicable law.

10.3. Where required, Users shall be provided with additional information regarding photography or recording in connection with the relevant event.

10.4. Registration for or participation in an event through the Platform does not, by itself, grant Vertexo an independent right to use a User's image for Vertexo's own advertising or commercial purposes.

11. Intellectual Property

11.1. All intellectual property rights in the underlying software, source code, system architecture, technical functionality and proprietary technology used to operate the Platform belong to Vertexo and/or its licensors.

11.2. Torneox's name, trademarks, logos, federation materials, regulations and other content belonging to Torneox remain the property of Torneox or the relevant rights holder.

11.3. Content belonging to Tournament Organizers or other third parties remains the property of the respective rights holders.

11.4. Except as expressly permitted by law or these Terms, Users may not reproduce, distribute, modify, reverse engineer, commercially exploit or otherwise use protected Platform materials without authorization from the relevant rights holder.

12. Platform Availability and Technical Services

12.1. Vertexo provides and maintains the technical infrastructure of the Platform on behalf of Torneox.

12.2. Reasonable efforts are made to maintain the security and availability of the Platform. However, uninterrupted or error-free availability cannot be guaranteed.

12.3. The Platform may be temporarily unavailable due to maintenance, updates, security measures, technical failures, third-party infrastructure or circumstances outside reasonable control.

12.4. Vertexo may make technical updates, modifications or improvements to the Platform provided that such changes do not unlawfully deprive Users of Services for which they have already paid.

12.5. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

13. Third-Party Services

13.1. The Platform may integrate with or provide access to third-party services, including payment service providers.

13.2. Where the User separately uses a third-party service, that service may also be governed by the third party's own terms and privacy policy.

13.3. Torneox and Vertexo are not responsible for acts or omissions of independent third-party service providers to the extent that such matters are outside their respective control and responsibility under applicable law.

14. Personal Data and Privacy

14.1. Personal data relating to Users is processed in accordance with applicable data protection law, including Regulation (EU) 2016/679 (“GDPR”).

14.2. Detailed information concerning the processing of personal data, including the identity and roles of the relevant controllers and processors, purposes and legal bases of processing, recipients, retention periods or criteria and User rights, is provided in the Platform's Privacy Policy.

14.3. Information concerning cookies and similar technologies is provided in the Platform's Cookie Policy.

15. Liability

15.1. Torneox is responsible for Torneox licences, federation-level Services and other Services expressly provided by Torneox in accordance with applicable law.

15.2. Each Tournament Organizer is responsible for the organization and conduct of tournaments organized by it, including its own acts, omissions and decisions, participation conditions, fees, cancellations and refund obligations, subject to applicable law.

15.3. Torneox shall not be deemed the organizer of a tournament solely because the Tournament Organizer is a member of Torneox or because the tournament is administered through the Platform, without prejudice to any responsibilities Torneox may have under applicable law or its own regulations.

15.4. Vertexo acts solely as the Technology Provider and is not responsible for the organization or conduct of tournaments, sporting decisions, participant eligibility, licences issued by Torneox, refereeing, disciplinary matters, prizes, venues, tournament cancellations or refund decisions made by Torneox or a Tournament Organizer.

15.5. Vertexo remains responsible for its own acts and omissions in its capacity as Technology Provider to the extent required by applicable law.

15.6. Nothing in these Terms excludes or limits liability for intentional misconduct, gross negligence, injury to life or health where liability cannot lawfully be limited, or any other liability that cannot be excluded or restricted under applicable law.

15.7. Nothing in these Terms restricts mandatory rights or remedies available to consumers.

16. Suspension and Termination of Access

16.1. Torneox may suspend or terminate a User's access to all or part of the Services where the User materially breaches these Terms, applicable sporting rules or legal requirements.

16.2. Vertexo may technically restrict access where reasonably necessary to prevent or respond to security threats, unauthorized access, fraud, malicious activity, unlawful use or material threats to the operation of the Platform.

16.3. Any restriction should, where reasonably possible, be proportionate to the circumstances giving rise to it.

16.4. Suspension or termination of an account does not affect rights and obligations arising from transactions completed before such suspension or termination, except where otherwise required by law.

17. Changes to These Terms

17.1. Torneox may amend these Terms where reasonably necessary, including due to changes in applicable law, Platform functionality, Services, security requirements or Torneox operations.

17.2. The current version of these Terms shall be published on the Platform together with the date of the latest update.

17.3. Where a change materially affects the rights or obligations of registered Users, Torneox shall provide reasonable notice where required by applicable law.

17.4. Amendments shall not retroactively reduce mandatory consumer rights or materially alter a transaction already concluded unless permitted by applicable law.

18. Governing Law and Dispute Resolution

18.1. These Terms are governed by the laws of the Republic of Latvia.

18.2. Users are encouraged to first contact the party responsible for the relevant Service in order to seek an amicable resolution of any complaint or dispute.

18.3. Complaints concerning Torneox licences or Services provided directly by Torneox should be addressed to Torneox.

18.4. Complaints concerning a tournament organized by a Tournament Organizer should be addressed to the relevant Tournament Organizer.

18.5. Where the User is a consumer, the User retains all rights and remedies available under mandatory Latvian and European Union consumer protection law, including the right to bring a claim before a competent court and to use any applicable out-of-court dispute resolution mechanism.

18.6. Nothing in these Terms deprives a consumer of the protection afforded by mandatory provisions of the law applicable to the consumer.

19. Contact Information

For questions concerning Torneox licences, federation-level Services and other Services provided directly by Torneox:

UpperCX LLC
Registration No.: 30-1341599
Legal address: 30 North Gould Street, Sheridan, Wyoming, 82801, United States
Email: soccerlife@torneox.com

Questions concerning a specific tournament, including participation, tournament rules, fees, cancellation or refunds, should be addressed to the relevant Tournament Organizer using the contact details made available in connection with that tournament.

For technical issues concerning the operation of the Platform:

SIA Vertexo / Tournated
Registration No.: 40203073672
Legal address: Rīgas iela 47–2, Jūrmala, LV-2015, Latvia
Email: support@tournated.com

20. Final Provisions

20.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain effective to the extent permitted by applicable law.

20.2. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

20.3. These Terms shall be made available to Users in a manner that enables Users to access, reproduce and save them.

20.4. In the event of any conflict between these Terms and mandatory provisions of applicable consumer protection law, the mandatory provisions shall prevail.