https://www.hudl.com/eula
English (United States)
Organization Terms of Service
These Organization Terms of Service (the “Organization Terms”) govern
Organization’s and its Authorized Users’ access to and use of the Products and
Content. As part of these Organization Terms, Organization agrees, on behalf of
itself and its Authorized Users, to comply with Hudl’s Acceptable Use
Policy (the “AUP”). The Organization Terms, the AUP, and any applicable Orders,
collectively form a binding agreement (the “Agreement”) between Organization
and Hudl. This Agreement is entered into between Organization and Hudl as of
the Effective Date. This Agreement is effective between Organization and Hudl as
of, the earlier of, the date of Organization accepting this Agreement or using the
Products (the "Effective Date”).
If you are not an Organization or Authorized User, the Hudl Site
Terms describe and govern your use of and access to the Hudl Site. You are
also subject to the AUP. Capitalized terms used but not defined in context have
the meaning given to them in Section 18.
The parties hereby agree as follows:
1. Products
1.1. Products. Hudl will deliver the Products as described in the Order. Hudl will
(a) provide applicable standard support for the Products to Organization at no
additional charge; (b) use commercially reasonable efforts to make the online
Services and Content available 24 hours a day, 7 days a week, excluding (i)
planned downtime, (ii) emergency maintenance, and (iii) unavailability caused
by Force Majeure Events, and (c) provide the Products in accordance with
Applicable Law, subject to Organization’s and its Authorized User’s use of the
Products in accordance with this Agreement.
1.2. Software and Services. Hudl grants Organization and its Authorized Users a
limited, non-exclusive, non-sublicensable and non-transferable right to access
and use the object code form of the Software and Services for Organization’s
internal use during the applicable Subscription Term, subject to the terms of this
Agreement. Subscriptions to Software include all updates to such Software
during the Subscription Term, and such updates are deemed Software. Hudl is
under no obligation to provide support for previous releases or versions of
Software after 12 months from the date Hudl publicly released the newest
version of such Software.
1.3. Content. Any Content available to Organization via the Software or Services
is provided "as-is" and for Organization's internal organization use in the
amateur sport industry only, which may include scouting, education, coaching
tutorials, and/or sport analysis. If Organization owns or otherwise holds any
underlying Intellectual Property Rights in any Content, Organization hereby
grants Hudl and its Affiliates and each of their service providers a license to all
such Intellectual Property Rights in such Content to use, hold, maintain,
reproduce, modify, and distribute such Content for use by users of Hudl’s and its
Affiliates’ products and services and to host and provide such Content on such
products and services. Organization agrees that it will download Content only as
permitted by the Platform and will delete and immediately stop using such
downloaded Content upon the conclusion of the Subscription Term for the
applicable Product(s).
1.4. Hardware. Hudl will provide any Hardware to Organization subject to the
terms of the Order and the applicable Product Specific Terms described in
Section 7.
2. Use of Products
2.1. Subscriptions. Unless otherwise provided in the Order, (a) Organization
purchases the Services and/or Software as a subscription for the term stated in
the applicable Order or in the applicable online purchasing process
(“Subscription Term”); (b) subscriptions for Services and/or Software that are
added during a Subscription Term may be prorated for the portion of that
Subscription Term remaining at the time the subscriptions are added, and (c)
additional subscriptions may terminate on the same date as the underlying
subscriptions.
2.2. Organization Responsibilities. As between Hudl and Organization,
Organization is responsible (a) for its Authorized Users’ use of the Products and
Content and their compliance with this Agreement; (b) for the accuracy and
quality of, and its right to use and provide to Hudl and its Affiliates, all
Organization Data; (c) for using commercially reasonable efforts to prevent
unauthorized access to or use of the Products and Content and to notify Hudl
promptly of such unauthorized access or use; and (d) for using the Products and
Content only in accordance with this Agreement and Applicable Law. Any use of
the Products or Content in breach of the foregoing by Organization or its
Authorized Users that, in Hudl’s judgment, abuses or threatens the security,
integrity, or availability of any services of Hudl or its Affiliates, may result in
immediate suspension of Organization’s or an Authorized User’s access to the
Products and/or Content; provided that, Hudl will use commercially reasonable
efforts under the circumstances to provide Organization with notice and an
opportunity to remedy such violation or threat prior to any such suspension.
2.3. Restrictions. Except to the extent expressly permitted by this Agreement,
Organization will not and Organization will not allow its Authorized Users to,
directly or indirectly (a) copy, modify, duplicate or create derivative works from,
create improvements of, frame, mirror, republish, download, display, transmit or
distribute all or any portion of any Product or Content in any form or media or by
any means or attempt to do any of the foregoing; (b) rent, lease, lend, sell,
sublicense, assign, distribute, display, disclose, publish, transfer or otherwise
commercially exploit, or otherwise make available any Product or Content to any
third party, including on or in connection with the internet or any time-sharing,
service bureau, software as a service, cloud or other technology or service; (c)
reverse engineer, disassemble, decompile, decode, or adapt any Product, in
whole or in part, or otherwise attempt to derive or gain access to the Source
Code of any Product, in whole or in part; (d) bypass or breach any security device
or protection used by any Product or access or use the Products other than by an
Authorized User using only the access credentials specifically allocated to that
Authorized User; (e) input, upload, transmit or otherwise provide to or through
the Products, any information or materials that are unlawful or injurious, or
contain, transmit or activate any harmful code; (f) damage, destroy, disrupt,
disable, impair, interfere with or otherwise impede or harm in any manner the
Products, Hudl’s systems or Hudl’s provision of services to any third party; (g)
remove, delete, alter or obscure any trademarks or disclaimers, or any copyright,
trademark, patent or other Intellectual Property Rights or other proprietary
rights notices from any Products or any other Hudl materials, including any copy
thereof and any Content; (h) access or use the Products or Content in any
manner or for any purpose that infringes, misappropriates or otherwise violates
any Intellectual Property Rights or other right of any third party, or that violates
any Applicable Law; (i) use download acceleration tools, download management
software, or otherwise abuse access to any Product in a way that strains or
harms Hudl’s systems; (j) broadcast, resell, publish, redistribute the Content or
otherwise use or make the Content public or otherwise accessible by anyone
other than Authorized Users; or (k) use the Content in any way other than for
Organization’s internal organization use in the amateur sport industry, which
may include scouting, education, coaching, tutorials, and/or sport analysis.
2.4. Storage. There may be storage limits associated with Products purchased by
Organization. Organization’s account is allocated a specific amount of storage
capacity as described in Hudl’s product-specific documentation. Exceeding any
applicable storage capacity is prohibited and may prevent Organization from
adding more video, content, or data to Organization’s account. Additional storage
may be available for purchase.
2.5. Third-Party Integrations. Hudl may make available, through certain
Products, functionality (“Third-Party Integration ”) that allows Organization to
configure such Products to integrate with or obtain data from a software or
service provided by a third party (“ Third-Party Service”). The terms
“Products”, “Services”, and “Software” do not include any Third-Party Service, or
any data obtained by Organization through any Third-Party Integrations.
Further, any data obtained by Organization through a Third-Party Integration
shall be deemed to be “Organization Data”. Notwithstanding anything herein to
the contrary, Hudl is not responsible or liable to Organization or any third-party
with respect to the functionality, changes to the features or specifications, or
availability of any Third-Party Service or any data obtained through any Third-
Party Integrations and further Hudl makes no representation or warranty with
respect to any Third-Party Integration, or any data obtained through a Third-
Party Integration or with respect to any Third-Party Service. Organization agrees
that it is solely responsible for complying with any agreement Organization may
have with the provider of, or any terms of service for, a Third-Party Service with
which Organization uses Third-Party Integrations.
3. Organization Data
3.1. Generally. As between Hudl and Organization, Organization owns all right,
title, and interest in and to the Organization Data and shall have sole
responsibility for the legality, reliability, integrity, accuracy, quality, content, use
and all other aspects of the Organization Data.
3.2. Protection of Organization Data. Hudl will implement and maintain
reasonable and appropriate administrative, physical, and technical safeguards
designed to protect the security, confidentiality, and integrity of Organization
Data.
3.3. Data Requests. When Organization requests any data uploaded by its
Authorized Users, Hudl will follow the procedures delineated in its Privacy
Policy.
3.4. Messages. The Products may contain messaging and other interactive
features that allow Authorized Users to post, submit, publish, display, or transmit
to other Authorized Users within a Team or Organization certain content or
materials on or through the Products (“ Messages”).
4. Grants to Hudl. Organization hereby grants the following license rights to
Hudl and its Affiliates:
4.1. Public Content: the non-exclusive, worldwide, sublicensable (through
multiple tiers), transferable (only pursuant to Section 16.4), royalty-free, fully
paid up, perpetual and irrevocable right and license to use, reproduce, publicly
perform, publicly display, transmit, distribute, aggregate, translate, alter, modify,
and create derivative works of the Public Content, including any Intellectual
Property Rights in the Public Content, in any and all media, whether now or
hereafter known or devised, and by any and all technologies and means of
delivery, whether now or hereafter known or devised, for any and all purposes.
This license shall survive the termination of this Agreement.
4.2. Private Content: the non-exclusive, worldwide, sublicensable (through
multiple tiers), transferable (only pursuant to Section 16.4), royalty-free, fully
paid up right and license to process, host, copy, display, distribute, and otherwise
use the Private Content solely to the extent necessary to provide the Products to
and support for Organization or as may be required by Applicable Law.
5. Video Sharing
5.1. Organization-controlled Public Game Video Sharing. The Services include the
capability for Organization, at its option and in its sole discretion, to share
Practice Video or Public Game Video with other Organization-designated
customers of Hudl and its Affiliates (“ Video Recipients”). Organization
acknowledges and agrees that Hudl and its Affiliates shall not be responsible for
the acts or omissions of any Video Recipients with respect to such Practice Video
or Public Game Video and that the copy of such Practice Video or Public Game
Video that is shared with any Video Recipients will be deemed to be Shared Data.
5.2. Open Exchange Video Services. If Organization purchases, accesses, or uses
any Open Exchange Services or otherwise authorizes Hudl or its Affiliates to add
any particular Public Game Video to any Services, via the Platform (whether by
use of features in the Services or in writing), Organization acknowledges and
agrees that its Public Game Video will be added to Hudl’s and its Affiliates’ library
of content available to users of their products and services and the particular
copy of the Public Game Video added to the content library will be deemed to be
Shared Data. Subject to the terms of this Agreement, Organization hereby grants
to Hudl and its Affiliates a non-exclusive, worldwide, irrevocable, royalty-free,
sublicensable, transferable (only pursuant to Section 16.4) and perpetual license
and right to derive and generate data from such Public Game Video and use such
data.
6. Intellectual Property
6.1. Hudl Technology. Organization acknowledges and agrees that Hudl and its
Affiliates retain all right, title and interest (including all Intellectual Property
Rights) in and to the Software, Services, Content and Platforms and all right, title,
and interest in and to all Intellectual Property Rights in Hudl Hardware; and any
and all related and underlying technology, websites, and documentation with
respect to any of the foregoing; data generated by Hudl or its Affiliates or
suppliers pursuant to Section 5.2; Usage Data; and any derivative works,
modifications, or improvements of any of the foregoing, including any Feedback
that may be incorporated in any of the foregoing (collectively, “ Hudl
Technology”). Except for the express limited rights set forth in this Agreement,
no right, title, or interest in any Hudl Technology is granted to Organization.
Further, Organization acknowledges and agrees that for any Services offered as
online, hosted solutions, Organization has no right to obtain a copy of the
underlying computer code (whether object code or Source Code) for such
Services and for any Software. Notwithstanding anything to the contrary, Hudl
and its Affiliates may use Feedback for any purpose without further approval or
acknowledgement, and Organization hereby irrevocably assigns to Hudl all rights
in such Feedback throughout the universe in perpetuity.
6.2. Usage Data. Notwithstanding anything to the contrary in this Agreement,
Hudl and its Affiliates may collect and use Usage Data to develop improve,
support, and operate their products and services; provided that they may not
share any Usage Data that includes Organization’s Confidential Information with
a third party other than their service providers except to the extent that the
Usage Data is aggregated and anonymized such that neither Organization nor any
individual or Authorized User can be identified.
7. Product Specific Terms. In addition to these Organization Terms, the below-
described terms (“ Product Specific Terms”) apply if Organization is purchasing
or using any of the Products listed below.
7.1. Hudl Assist. Hudl Assist is a Service by which an Organization can submit
game film to Hudl and receive back game and team statistics analyzed and tagged
by Hudl’s team of professional analysts. If Organization or its Teams use Hudl
Assist, the Hudl Assist Terms also apply to such use.
7.2. Hudl Hardware
7.2.1. Hudl Hardware Terms. Any Hardware, other than Pilot Hardware, provided
to Organization by Hudl is subject to the Hudl Hardware Terms.
7.2.2. Hudl Focus Terms of Service. Hudl Focus is a smart camera that captures
and uploads games and practices to Hudl. If Organization or its Teams purchase
or use Hudl Focus, the Hardware Terms, and the Hudl Focus Terms of
Service also apply to such use.
7.3. Hudl Streaming. The Hudl Streaming Service includes, among other things,
streaming, audio and video publishing software, hosted content distribution
tools, and technological feature subscriptions. If Organization or its Teams
purchase or use the Hudl Streaming Service, the Hudl Streaming Terms also
apply to such use.
8. Pilot Products. Hudl sometimes releases products and features that Hudl is
still testing and evaluating. Any Pilot Products provided by Hudl to Organization
are subject to the Pilot Terms and Conditions (the “Pilot Terms”).
Organization is under no obligation to use any Pilot Products.
9. Notice and Procedure For Making Claims of Copyright Infringement
9.1. The AUP describes the procedure for making claims of copyright
infringement.
10. Payment
10.1. Fees; Taxes. Organization will pay Hudl the Fees as specified in the Order or
applicable Invoice. Except as otherwise specified in the Order or applicable
Invoice, (i) Fees are based on Products purchased and not actual usage; (ii)
payment obligations are non-cancellable and Fees paid are nonrefundable
(except as provided in Section 12.3 ), (iii) quantities purchased cannot be
decreased during the Term; and (iv) Fees are due net-30 days from the Invoice
date unless otherwise set forth in the Order. All Fees and other amounts payable
under this Agreement are exclusive of any taxes, levies, duties, or similar
government assessments of any nature, including without limitation, sales, use,
value-added, or withholding taxes (collectively, “Taxes”). If applicable, all Taxes
will be added to Invoices at the appropriate rate and are payable by Organization
in full without any set-off, counterclaim, deduction, or withholding, unless
Organization provides Hudl with a valid tax exemption certificate authorized by
the appropriate taxing authority.
10.2. Purchase Orders. If Organization issues a purchase order upon entering
into an Order or receiving an Invoice from Hudl, then (i) any such purchase order
submitted by Organization is for Organization’s internal purposes only, and Hudl
rejects, and in the future is deemed to have rejected, any purchase order terms to
the extent they purport to add to or conflict in any way with this Agreement or
the applicable Order, and such additional or conflicting terms will have no effect;
(ii) any such purchase order shall be for the total Fees owing under the
applicable Order; and (iii) on request, Hudl will reference the purchase order
number on its Invoices (solely for administrative convenience), but only if
Organization provides the purchase order at least ten (10) business days prior to
the issuance of the Invoice and requests that the Invoice include such purchase
order number by emailing: billing@hudl.com.
10.3. Suspension of Products and Acceleration. If any charge owing by
Organization under this or any other agreement is more than fifteen (15) days
overdue, Hudl may, without limiting its other rights and remedies and where
permitted by Applicable Law, accelerate Organization’s unpaid fee obligations
under such agreements so that all such obligations become immediately due and
payable, and/or suspend access to the Products until such amounts are paid in
full, provided that, Hudl will give Organization at least ten (10) days’ prior notice
that its account is overdue before suspending services to Organization.
10.4. Payment Disputes. Hudl will not exercise its rights under Section 10.3 if
Organization is disputing the applicable charges reasonably and in good faith and
is cooperating diligently to resolve the dispute, as determined in Hudl’s
reasonable discretion.
11. Confidentiality
11.1. Definition. “Confidential Information” means any information relating in
any manner to the business and/or affairs of Hudl (and its Affiliates) or
Organization which may be communicated, disclosed, or otherwise made
available to the other party under or in connection with this Agreement,
including information consisting of or relating to technology, trade secrets,
know-how, business operations, plans, strategies, and customers. To the extent
permitted by Applicable Law, including applicable public record laws, the terms
and conditions and pricing set out in this Agreement shall be deemed Hudl’s
Confidential Information.
11.2. Exclusions. Confidential Information does not include information that: (a)
is or becomes publicly known through no fault of, or breach of this Agreement by,
the receiving party or its Representatives; (b) was in the receiving party’s lawful
possession prior to the time of being disclosed or made available in connection
with this Agreement; (c) is lawfully disclosed to the receiving party by a third
party without an obligation of confidentiality; or (d) is independently developed
by the receiving party without use of the disclosing party’s Confidential
Information, which independent development can be shown by written or other
documentary records. Confidential Information does not include Public Content.
11.3. Use and Disclosure Restrictions. Neither party shall use the other party’s
Confidential Information except as necessary for the performance of its
obligations or exercise of its rights under this Agreement and shall not disclose
such Confidential Information to any third party except to its Affiliates,
employees and subcontractors that need to know such Confidential Information
for the purpose of performing this Agreement (“Representatives”), provided
that each such Representative is subject to confidentiality obligations that are at
least as protective as those set forth herein. Each party shall use commercially
reasonable efforts to maintain the confidentiality of all such Confidential
Information in its possession or control, but in no event less than the efforts that
such party ordinarily uses with respect to its own proprietary information of
similar nature and importance and shall be responsible for any of its
Representatives’ non-compliance with the terms of this Section 11. The foregoing
obligations shall not restrict either party from disclosing the terms and
conditions of this Agreement and/or any Confidential Information of the other
party: (a) as required by Applicable Law, including applicable public record laws,
provided that, to the extent permitted by Applicable Law, the party required to
make such a disclosure gives reasonable notice to the other party to contest such
order or requirement; (b) on a confidential basis to its legal or financial advisors;
(c) pursuant to any disclosure process, procedure or obligation under any
securities exchange on which the capital stock of that party and/or any of its
Affiliates may be listed from time to time; and/or (d) on a confidential basis to
present or future providers of venture capital and/or potential private investors
in or acquirers of such party, provided that each such party is subject to a written
agreement that includes binding use and disclosure restrictions that are at least
as protective as those set forth herein.
11.4. Injunctive Relief. A breach, or threatened breach, by a party of its
obligations under this Section would result in irreparable harm for which the
other party would not have an adequate remedy at law and shall entitle a party
to seek injunctive relief, without any requirement to post a bond or other
security, or to prove actual damages or that monetary damages are not an
adequate remedy, in addition to any other remedy to which it may be entitled.
12. Term and Termination
12.1. Term. This Agreement shall commence upon the Effective Date and shall
continue until all Orders that reference these Organization Terms have expired
or have terminated, unless earlier terminated as provided in this Agreement (the
“Term”). The term of each subscription for Services, Software, and/or Content
shall be as specified in the applicable Order. The Subscription Term includes the
initial term and any renewal terms set forth in the applicable Order.
12.2. Termination. Without affecting any other right or remedy available to it,
either party may terminate this Agreement for cause (a) if the other party
materially breaches this Agreement (i) upon written notice if such breach in
incapable of cure or (ii) if such breach is capable of cure, upon 30 days’ written
notice to the other party of such material breach if the breach remains uncured
at the expiration of the notice period; or (b) immediately if the other party
becomes the subject of a petition in bankruptcy or any other proceeding relating
to insolvency, receivership, liquidation, assignment for the benefit of creditors, or
any event which is analogous to any of the foregoing events.
12.3. Effect of Termination. If Organization terminates this Agreement pursuant
to Section 12.2, Hudl will refund Organization on a pro rata basis for any prepaid
Fees for the remainder of the applicable Subscription Term, calculated from the
effective date of termination. If Hudl terminates this Agreement pursuant to
Section 12.2, Organization will pay any unpaid Fees under any Order, which Fees
shall become immediately due and payable, to the extent permitted by Applicable
Law. In no event will Organization be relieved of is obligation to pay outstanding
Fees for the period prior to the effective date of termination. Termination of this
Agreement will also terminate all outstanding Orders hereunder without further
notice. Upon termination, Organization shall immediately cease use of all
Products and Content and Hudl may disable all Organization and Authorized
User access to the Products.
12.4. Survival. The licenses in Sections 1.3, 4.1, 5.1, and 5.2 as well as Sections 6,
11, 12.3, 12.4, 13, 14.4, 15, and 16 and those additional Sections or sub-Sections
that expressly or by their nature or by implication survive termination, shall
survive termination of this Agreement.
13. Warranties; Disclaimer
13.1. Hudl Warranties. Hudl represents and warrants that at all times during the
Term: (i) the Services and Software will be capable of performing, in all material
respects in accordance with Section 1.1; and (ii) the Services, Software, and Hudl
Hardware will not contain, to Hudl’s knowledge, any computer code designed to
disrupt, disable, harm, or otherwise maliciously impede the operation of
Organization’s systems and (iii) Hudl has the right, power, and authority to enter
into this Agreement. Organization acknowledges that its exclusive remedy for
any breach of the warranties in this Section are those described in Sections 12.2
and 12.3.
13.2. Organization Warranties. Organization represents and warrants that: (i)
Organization has the right, power, and authority to enter into this Agreement; (ii)
Organization has secured and will maintain any and all rights, consents, and/or
releases, including all Intellectual Property Rights, necessary to grant the rights
and licenses herein, including from any Authorized Users, independent
contractors, governing athletic bodies, conferences, or organizations, and
parents/legal guardians of individuals that are minors; (iii) Organization Data, as
incorporated into, transmitted through, or posted on the Platform or Products by
Organization and Hudl, and the use or exploitation of Organization Data in
accordance with the terms of this Agreement do not violate, infringe upon, or
misappropriate the Intellectual Property Rights or any other right of any third
party; (iv) there are no threatened or existing claims or litigation which would
materially adversely affect or materially adversely impair Organization’s ability
to perform under this Agreement; (v) Organization has no agreement with or
obligations to any third party with respect to rights granted herein which conflict
or interfere with or adversely affect any of the provisions of this Agreement or
the use or enjoyment by Hudl of any of the rights granted herein; and (vi)
Organization has not sold, assigned, transferred, conveyed, and will not sell,
assign, transfer, or convey, to any party any right, title, or interest in and to the
rights granted or any part thereof, adverse to or in derogation of the rights
granted to Hudl.
13.3. Disclaimer. EACH PARTY AGREES THAT IN ENTERING INTO THIS
AGREEMENT IT HAS NOT RELIED UPON ANY ADVICE, INFORMATION, OR
REPRESENTATIONS, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE
OTHER PARTY OR ELSEWHERE AND THAT NO WARRANTY OR
WARRANTIES EXIST BEYOND THOSE EXPRESSLY STATED IN THIS
AGREEMENT. ORGANIZATION ACKNOWLEDGES AND AGREES THAT NON-
HUDL HARDWARE IS SUBJECT TO SEPARATE WARRANTIES PROVIDED BY
ITS MANUFACTURER(S) AND THAT THE WARRANTIES IN SECTION 13.1 DO
NOT APPLY, AND HUDL STRICTLY DISCLAIMS ALL WARRANTIES WITH
RESPECT TO NON-HUDL HARDWARE. EXCEPT AS EXPRESSLY AND
SPECIFICALLY PROVIDED IN THIS AGREEMENT: (A) ORGANIZATION
ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE
OF THE PRODUCTS AND FOR CONCLUSIONS DRAWN FROM SUCH USE; (B)
HUDL AND ITS AFFILIATES SHALL HAVE NO LIABILITY OR RESPONSIBILITY
FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY
INFORMATION OR CONTENT, ANY INSTRUCTIONS, SCRIPTS, OR
ORGANIZATION MATERIALS PROVIDED TO HUDL OR ITS AFFILIATES BY
ORGANIZATION IN CONNECTION WITH THE PRODUCTS, OR ANY ACTIONS
TAKEN BY HUDL OR ITS AFFILIATES AT ORGANIZATION’S OR ITS
AUTHORIZED USERS’ DIRECTION; (C) NO WARRANTY OF ANY KIND THAT
THE PRODUCTS OR CONTENT WILL MEET ORGANIZATION’S
REQUIREMENTS IS MADE OR GIVEN; (D) ALL WARRANTIES,
REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND
WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS
AGREEMENT; AND (E) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1,
THE PRODUCTS AND CONTENT ARE PROVIDED TO ORGANIZATION ON AN
“AS IS” BASIS.
14. Mutual Indemnification
14.1. Hudl’s Indemnity. Hudl will defend Organization against any claim, demand,
suit or proceeding made or brought against Organization by a third party alleging
that the Services, Software, and/or Hudl Hardware (the “Indemnified
Products”) infringes, misappropriates, or otherwise violates such third party’s
intellectual property rights, and will indemnify Organization from any damages,
attorney fees and costs finally awarded against Organization or agreed in
settlement by Hudl resulting from such claim. If Organization’s use of the
Indemnified Products is, or in Hudl’s opinion is likely to be, subject to an
infringement claim, Hudl may, at its sole option and expense, either: (a) replace
or modify such Indemnified Product(s) so that they are non-infringing and
substantially equivalent in function to the enjoined Indemnified Product(s); (b)
procure for Organization the right to continue using the Indemnified Product(s)
under the terms of this Agreement; or, if options (a) and (b) are not
commercially reasonable, (c) terminate this Agreement or the applicable Order
and refund to Organization the unused Fees that Organization has prepaid for the
applicable Indemnified Product(s). The foregoing indemnification obligation of
Hudl will not apply to the extent the applicable claim is attributable to (1) the
modification of the Indemnified Product by any party other than Hudl or if such
modification is based on Organization’s specifications or requirements; (2) the
combination of the Indemnified Products with products or processes not
provided by Hudl; (3) any use of the Indemnified Products in material breach of
this Agreement; or (4) any Indemnified Product(s) provided as a free trial or
under an Order or other agreement for which there is no charge.
14.2. Organization’s Indemnity. To the fullest extent permitted by Applicable
Law, Organization will defend Hudl and its Affiliates against any claim, demand,
suit or proceeding made or brought against Hudl by a third party alleging that (a)
the Organization Data, including without limitation, Customer Content and
Organization’s Content Submissions or (b) Organization’s broadcast or
redistribution of the Content or any use of the Content other than internal
business use in the professional and/or amateur sport industry, infringes,
misappropriates, or otherwise violates such third party’s Intellectual Property
Rights, and will indemnify Hudl from any damages, attorney fees and costs finally
awarded against Hudl or agreed in settlement by Organization resulting from
such claim.
14.3. Conduct of Claims. In the event of any potential indemnity obligation under
this Section 14, the indemnified party will (i) promptly notify the indemnifying
party in writing of the claim, (ii) allow the indemnifying party the right to control
the investigation, defense and settlement (if applicable) of such claim at the
indemnifying party’s sole cost and expense; provided that the indemnified may
engage its own legal counsel at the indemnified’s sole cost and expense, and (iii)
upon request of the indemnifying party, provide all necessary cooperation at the
indemnifying party’s expense. Failure by the indemnified party to notify the
indemnifying party of a claim under this Section 14.3 will not relieve the
indemnifying party of its indemnity obligations, except that the indemnifying
party is not liable for any litigation expenses that the indemnified party incurred
prior to the date on which notice was given or for any damages and/or costs
resulting from any material prejudice caused by the delay or failure to provide
timely notice to the indemnifying party. The indemnifying party may not settle
any claim that would bind the indemnified party to any obligation (other than
payment covered by the indemnifying party or ceasing to use the infringing
materials) or require any admission of fault by the indemnified party, without
the indemnified party’s prior written consent, such consent not to be
unreasonably withheld, conditioned, or delayed. The indemnifications
obligations under this Section 14 will not apply if the indemnified party settles or
makes any admission with respect to a claim without the indemnifying party’s
prior written consent.
14.4. Sole Remedy. This Section 14 sets forth each party’s sole remedy with
respect to any claim by a third party with respect to intellectual property
infringement or misappropriation.
15. Limitation of Liability
15.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER
PARTY (INCLUDING EITHER PARTY’S AFFILIATES AND HUDL’S SUPPLIERS),
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL
AMOUNT PAID BY ORGANIZATION AND ITS AFFILIATES HEREUNDER IN THE
TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE
LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN
ACTION IS IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, BUT
WILL NOT LIMIT EITHER PARTY’S PAYMENT OBLIGATIONS UNDER SECTIONS
10.1 OR 12.3.
15.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL
EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, OR REVENUES, LOSS
OF REPUTATION OR GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, ENHANCED, COVER, BUSINESS INTERRUPTION,
OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT, TORT, OR
ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR IF A
PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL
PURPOSE. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT IT
IS PROHIBITED BY APPLICABLE LAW.
16. General
16.1. Promotion. Hudl may publicize and market Organization as a customer.
Subject to Hudl’s confidentiality obligations hereunder, Hudl may display on
Hudl’s website and in all promotional materials (irrespective of the means of
exploitation) a case study or other customer usage scenario referencing or
featuring Organization. Hudl may prepare and utilize testimonials of a
reasonable number of Authorized Users, subject to Organization’s prior consent
(to the extent Organization is entitled to grant such consent). Organization
hereby grants to Hudl, and represents to Hudl that it may grant, a non-exclusive,
non-transferable, royalty-free license for Hudl to make use of Organization’s
name or logo during the Term on Hudl’s website and in all promotional materials
(irrespective of the means of exploitation). All such use shall inure to the benefit
of Organization, and Hudl shall have no implied right to any other intellectual
property of Organization except as set forth in these Organization Terms. Hudl
shall use its best efforts to comply with any use guidelines that Organization
provides to Hudl in writing; provided, that an inadvertent failure to comply shall
not be a breach of this Agreement.
16.2. Export Controls. Organization understands that the Products may contain
encryption technology controlled under U.S. export law, the export of which may
require an export license from the U.S. Commerce Department. Organization will
comply with all applicable export and import control laws and regulations in
performance of this Agreement, including the Export Administration Regulations
(codified at 15 C.F.R. §§ 730-774) promulgated by the Bureau of Industry and
Security of the U.S. Commerce Department. Without limiting the foregoing,
Organization will not export or re-export the Products or any media in which the
foregoing is contained to any destination, for any end-use, or to any end-user
restricted by U.S. export laws or regulations without complying with all
applicable filing requirements and obtaining all necessary consents and licenses
from the Bureau of Industry and Security or other appropriate government
agency.
16.3. Anti-Corruption. Neither party has received or been offered any illegal or
improper bribe, kickback, payment, gift, or thing of value from an employee,
agent, or reseller of the other party in connection with this Agreement.
16.4. Assignment. Neither party may assign this Agreement without the prior
written consent of the other party, except that either party may assign this
Agreement in its entirety (including all Orders) to an Affiliate or to any successor
in connection with a merger, reorganization, acquisition, or other transfer of all
or substantially all its assets or line of business. Subject to the foregoing, this
Agreement will bind and inure to the benefit of the parties, their respective
successors and permitted assigns.
16.5. Governing Law and Jurisdiction. Subject to Sections 17.1 or 17.2, as
applicable, this Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the
laws of the State of Nebraska, except for its conflict of laws provisions. The
United Nations Convention on the International Sale of Goods does not apply to
this Agreement. Subject to Sections 17.1 or 17.2, as applicable, venue for all
disputes arising under these Organization Terms shall lie exclusively in the
District Courts of the State of Nebraska in Lancaster County or the Federal
District Court of the District of Nebraska (as permitted by law) and each party
agrees not to contest the personal jurisdiction of these courts; provided,
however, that Hudl shall have the right to commence and prosecute any legal or
equitable action or proceeding before any other U.S. court of competent
jurisdiction to obtain injunctive or other relief.
16.6. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to invalid, unenforceable, or illegal, that provision of the
Agreement shall apply with whatever modification is necessary to give effect to
the intentions of the parties and the other provisions of this Agreement shall
remain in full force and effect.
16.7. Waiver. The failure by either party to enforce any provision of this
Agreement shall not constitute a waiver of future enforcement of that or any
other provision.
16.8. Notices. All notices required or permitted under this Agreement shall be in
writing and delivered by confirmed email transmission, by courier or overnight
delivery services, or by certified mail, and in each instance shall be deemed given
upon receipt. All communications to Organization, including those related to
Organization’s account, shall be sent to the applicable Team Admin on file.
Organization shall send notices or communications intended for Hudl to the
address set forth beneath Hudl’s signature on the Order. In the case of notice to
Hudl regarding termination or a claim for indemnification or defense under
Section 14, Organization shall also provide a copy to the attention of Legal
at legal@hudl.com. Either party may change its address for notices under this
Agreement by giving written notice to the other party by the means specified in
this Section. Hudl will address billing-related notices to the relevant billing
contact designated by Organization.
16.9. Force Majeure. Neither party will be liable to the other party if it is
prevented from or delayed in performing its obligations under this Agreement
(except for any payment obligations), or from carrying on its business, by acts,
events, omissions or accidents beyond its reasonable control, including, but not
limited to, labor disputes (whether involving the workforce of Hudl or any other
party), strikes, lockouts, shortages of or inability to obtain labor, failure of a
utility service or telecommunications network, breakdown of plant or machinery,
default of suppliers or subcontractors, war, pandemic, terrorism, riot, civil
commotion, malicious damage, compliance with any law or governmental order,
rule, regulation or direction, accident, act of God, fire, flood or storm (each, a
“Force Majeure Event”); provided that the defaulting party promptly notifies
the non-defaulting party of such event and its expected duration in writing.
16.10. Relationship of Parties. The parties to this Agreement are independent
contractors and this Agreement shall not establish any relationship of
partnership, joint venture, employment, franchise, or agency between the
parties. Neither party shall have the power to bind the other or incur obligations
on the other’s behalf without the other’s prior written consent .
16.11. Entire Agreement. This Agreement, including the applicable Order(s),
constitutes the complete and exclusive understanding and agreement between
the parties regarding its subject matter and supersedes all prior or
contemporaneous agreements or understandings, written or oral, relating to its
subject matter. Notwithstanding any language to the contrary therein, no terms
or conditions stated in a purchase order, vendor onboarding process or web
portal, or any other documentation authored and/or provided by Organization
(excluding documents authored by Hudl) will be incorporated into or form any
part of the Agreement unless agreed to by an authorized representative of Hudl
in writing, and all such terms or conditions will be null and void. Any waiver,
modification, or amendment of any provision of this Agreement shall be effective
only if in writing and signed by duly authorized representatives of both parties. If
there is a conflict between the Organization Terms, an Order, and the Product
Specific Terms, the following order of precedence shall apply: (1) the applicable
Order; (2) the Product Specific Terms, but only with respect to the Product
governed by such Product Specific Terms; and (3) these Organization Terms.
16.12. Modifications. When Hudl materially updates the Platform or the way the
Platform works, it may also update these Organization Terms. If that happens,
Hudl will post an updated version of the Organization Terms and notify
Organization of any material changes via the Organization Admin’s or Team
Admin’s e-mail address on file. The materially revised Organization Terms will
become effective upon Organization’s next renewal, unless otherwise specified in
the notice. All non-material changes will become effective upon posting of the
change. Organization’s continued use of the Products after the expiration of any
subscription will constitute Organization’s acceptance of any revised terms and
conditions.
16.13. Third Party Beneficiaries. There are no third party beneficiaries under this
Agreement, except for those of Hudl’s Affiliates that own the Intellectual
Property Rights in and to the Products and either receive a license to the
Intellectual Property Rights from Organization under this Agreement or to whom
Hudl may assign Intellectual Property Rights granted to it under this Agreement.
16.14. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
17. Supplemental Terms
17.1. U.S. Government Organizations. The terms of this Section 17.1 apply only
if Organization is a U.S. public or government entity (or use of the Platform is for
the U.S. Government):
A. Use By or For the U.S. Government. The Platform is a “commercial item,” as
defined at 48 C.F.R. §2.101, and constitutes “commercial computer software” and
“commercial computer software documentation,” as used in 48 C.F.R. §12.212 or
48 C.F.R. §227.7202 to §227.7204. This commercial computer software and
related documentation is provided to end users for use, by and on behalf of the
U.S. Government, with only those rights as are granted to all other end users
pursuant to the terms and conditions herein.
B. Governing Law, Venue, Publicity, and Indemnification. The sections in the
Agreement addressing (i) governing law, (ii) venue, (iii) publicity, (iv)
indemnification by Organization, and (v) limitation of liability are hereby waived
to the extent they are prohibited by federal law. If Organization is prohibited by
Organization’s state law from indemnifying Hudl per the terms of this
Agreement, then neither party shall have indemnification obligations under this
Agreement. If Hudl is prohibited by Organization’s state law from limiting its
liability per Section 15, then Section 15 shall not apply to either party and, unless
prohibited by Organization’s state law, Organization’s liability to Hudl will not be
limited.
17.2. State or Local Government Organizations. If Organization is a state or local
government entity (such as a public school or public school district), the sections
in the Organization Terms addressing (a) governing law, (b) venue, (c)
Organization’s indemnification of Hudl; and (d) limitation of liability, will not
apply to Organization only to the extent Organization’s jurisdiction’s laws
prohibit Organization from accepting the requirements in those sections. If
Organization is prohibited by Organization’s state law from indemnifying Hudl
per the terms of this Agreement, then neither party shall have indemnification
obligations under this Agreement. If Hudl is prohibited by Organization’s state
law from limiting its liability per Section 15 then Section 15 shall not apply to
either party and, unless prohibited by Organization’s state law, Organization’s
liability to Hudl will not be limited.
17.3. Educational Organizations. If Organization is a school or educator in the
United States, Organization is responsible for complying with the U.S. Family
Educational Rights and Privacy Act ( “FERPA”) and any applicable state student
data privacy laws. Organization shall at least (a) notify Athletes’
parents/guardians of any personally identifiable information that it will collect
and share with Hudl and, if necessary (b) obtain parental/guardian consent
before its Athletes sign up or use the Platform. When obtaining such consent,
Organization should provide parents/guardians with a copy of Hudl’s Privacy
Policy, available at www.hudl.com/privacy. Organization must keep all consents
on file and provide them to Hudl upon request. If Organization is located outside
of the United States, Organization shall obtain any required consents or
approvals from the parent or guardian of any Athlete covered by similar laws
and, as a condition to Organization’s and its Athletes’ use of the Platform,
Organization shall comply with such laws. Hudl shall secure Organization’s data
in accordance with industry standards for education data. Where necessary,
Organization will designate Public Content as Directory Information under
FERPA.
18. Definitions
18.1. “AUP” has the meaning given to it in the Preamble.
18.2. “Affiliate” means in the case of either party, any other person or entity (a)
controlling, (b) controlled by or (c) under common control with, such party.
18.3. “Agreement” has the meaning given to it in the Preamble.
18.4. “Applicable Law” means all: (i) laws, statutes, regulations, decisions,
rulings, government policies, enactments, or instruments (including national,
regional, local, or municipal laws, regulations, or by-laws of any kind
whatsoever); and/or (ii) decisions of any relevant regulator; in each case which
may from time to time be in force anywhere in the world and relevant to any
rights and/or obligations of either party under this Agreement.
18.5. An “Athlete” is any individual who has been given access to a Team’s
account with an ‘athlete’ role designation.
18.6. “Authorized User” means any of Organization’s Athletes, Organizational
Admin(s), Team Admin(s), Coaches, analysts, employees, members of its
coaching staff, medical staff, team officials, students and/or any other person
designated and engaged by Organization to have access to and use the Services
and Software as disclosed to Hudl in writing (email to suffice).
18.7. “Coach” is any individual who has been given access to a Team’s account
with the ‘coach’ role designation.
18.8. “Coach-Generated Content” means content prepared on or uploaded to
the Platform or via the Services by a Coach, including voice, drawing, and textual
annotations on Public Game Video or Practice Video, playbooks, coaching
presentation or testing materials, or diagrams. Coach Generated Content does
not include Coach contact information or any roster data or information
regarding an Athlete inputted to the Platform by Coach.
18.9. “Confidential Information” has the meaning given to it in Section 11.1.
18.10. “Content” means all Public Game Video, statistics, and data provided to
Organization or made available to the Authorized Users by or on behalf of Hudl
or its Affiliates, whether provided via the Software, Services, or otherwise. If
Content includes any Public Game Video, information, content, statistics, or data
that are identical to any Organization Data, only the copy of the Public Game
Video, information, content, statistics, or data, including without limitation Public
Content, provided to Organization by or on behalf of Hudl or its Affiliates shall be
deemed Content.
18.11. “Content Submission(s)” has the meaning given to it in the Hudl
Streaming Terms.
18.12. “Effective Date” has the meaning given to it in the Preamble.
18.13. “Fees” means any amounts owed by Organization, as specified in the
Order or applicable Invoice for the Products, with such amounts and the bank
account details for payment being specified in the Invoice.
18.14. “Feedback” means any comments, information, questions, survey data,
data, ideas, enhancement requests, recommendations, descriptions of processes,
or other information concerning the Products, whether solicited by Hudl or its
Affiliates or provided by Organization or its Authorized Users without any such
solicitation.
18.15. “Force Majeure Event” has the meaning given to it in Section 16.9.
18.16. “Hardware” means Hudl Hardware and Non-Hudl Hardware.
18.17. “Highlight Video” refers to a clip of Public Game Video created and
shared by an Authorized User on the Authorized User’s team and/or athlete
profile.
18.18. “Hudl” means Agile Sports Technologies, Inc. dba Hudl.
18.19. “Hudl Hardware” means hardware that is manufactured by or exclusively
for Hudl or its Affiliates.
18.20. “Hudl Technology” has the meaning given to it in Section 6.1.
18.21. “Indemnified Products” has the meaning given to it in Section 14.1.
18.22. “Intellectual Property Rights” means any and all rights related to
patents, inventions, copyrights, moral rights, privacy and publicity, trademarks
(and related goodwill), trade names, domain names, designs, computer software,
databases, trade secrets and all other common law or statutory intellectual
property rights, in each case whether registered or unregistered and including all
applications and rights to apply for and be granted, renewals or extensions of,
and rights to claim priority from, such rights and all similar or equivalent rights
or forms of protection which subsist now or will subsist in the future in any part
of the world.
18.23. “Invoice” means an invoice issued by Hudl for the Fees for the Products
pursuant to the Order.
18.24. “Messages” has the meaning given to it in Section 3.4.
18.25. “Non-Hudl Hardware” means Hardware that is not manufactured by or
exclusively for Hudl or its Affiliates.
18.26. “Open Exchange Services” refers to the Platform or Services provided by
Hudl or its Affiliates to facilitate the open exchange, sharing, access, use, and
download of Public Game Video by and among Hudl, its Affiliates, customers, and
third parties, including any product designated as a “League Exchange”,
Volleymetrics, or any other Product with functionality as described above.
18.27. “Order” means the Hudl-issued Quote or Order (as applicable) that has
been signed by Organization and Hudl and references this Agreement.
18.28. “Organization” is the organization that you represent when establishing a
Hudl account. If you set up an account (a) for an educational institution or (b)
using an organization email address, then the Organization is the applicable
educational institution or organization. If you sign up on behalf of an educational
institution using a different organization email address, then the Organization is
the educational institution. Either way, the Organization can change your role on
the account and otherwise modify the Organization’s accounts.
18.29. “Organization Admin” an Organization must designate an individual as
the Organization administrator for its account (an “ Organization Admin”). An
Organization may designate additional Organizational Admins, each of which
shall have authority described in this paragraph. The Organizational Admin has
authority to make changes to the Organization’s account, to remove or add other
users from the Organization’s account (including other Organizational Admins)
and to take any other actions and obtain any other information related to the
Organization. The Organization is responsible for the actions of its Organizational
Admins and to update the Organizational Admins associated with its account.
18.30. “Organization Data” means any information, content, or data provided to
Hudl by or on behalf of Organization or any Authorized User through the
Products, including, without limitation, Private Content and Public Content.
18.31. “Organization Terms” has the meaning given to it in the Preamble.
18.32. “Pilot Products” has the meaning given to it in the Pilot Terms.
18.33. “Platform” means the technology used to access the Services found
at www.hudl.com,www.volleymetrics.com, www.recruit.co, or such other
websites or technologies offered by Hudl or its Affiliates from time to time or as
may be designated by Hudl or its Affiliates from time to time. Platform shall
include the Software, all websites, all mobile applications, and any other
technological means to access the Services.
18.34. “Practice Video” means footage, video and video clips from any private
sports practices and private training sessions and any other footage, video and
video clips, which in any case is designated as practice video or scout video in the
Platform, including the voices, performances, poses, acts, plays, appearances,
pictures, images, likeness, photographs, silhouettes, and other reproductions of
physical likeness and sound of the athletes, coaches, and all others appearing in
the Practice Video. Practice Video includes all statistics and data associated
therewith.
18.35. “Privacy Policy” means the policy found at www.hudl.com/privacy, as it
may be updated by Hudl from time to time.
18.36. “Private Content” includes Practice Video, Private Profile Data, Messages,
and Coach-Generated Content.
18.37. “Private Profile Data” includes information or data about an Authorized
User which is not available in the public domain, or which has not been shared or
made public by an Authorized User via the Platform or outside of Hudl.
18.38. “Products” means the Services, Software and/or Hardware ordered by
Organization, as set forth in an Order.
18.39. “Product Specific Terms” means the Product-specific terms that apply to
the Products described in Section 7 and which are incorporated into and form a
part of this Agreement.
18.40. “Public Content” includes Highlight Video, Public Profile Data, and Public
Game Video.
18.41. “Public Profile Data” includes information or data that is (a) available in
the public domain; (b) made public or shared by an Authorized User via the
Platform; or (c) made public by an Authorized User or Organization outside the
Platform.
18.42. “Public Game Video” means footage, video and video clips from any
public sports competitions or games and any other footage, video and video clips,
which in any case is designated as game video in the Platform, including the
voices, performances, poses, acts, plays, appearances, pictures, images, likeness,
photographs, silhouettes, and other reproductions of physical likeness and sound
of the athletes, coaches, and all others appearing in the Public Game Video. Public
Game Video includes all graphics, advertisements, statistics, and data associated
therewith or added thereto.
18.43. “Representatives” shall have the meaning set forth in Section 11.3.
18.44. “Services” means the online software and services described in the Order
and this Agreement that are accessed through one or more Platforms. “Services”
does not include any Content accessible through any Services.
18.45. “Shared Data” means the copy of Practice Video or Public Game Video
that Organization or any Authorized User has authorized Hudl to create and
share, as described in Section 5. Shared Data is not Organization Data.
18.46. “Software” means the locally installed programs and supporting
documentation which comprise the different software programs owned by Hudl
and listed in the Order. “Software” does not include any Content accessible
through any Software.
18.47. “Source Code” means computer software in human readable form that is
not suitable for machine execution without the intervening steps of
interpretation or compilation, along with all technical information and
documentation required to enable a reasonably skilled programmer to modify
and operate it.
18.48. “Subscription Term” has the meaning set forth in Section 2.1.
18.49. “Taxes” has the meaning set forth in Section 10.1.
18.50. “Term” means the period of time described in Section 12.1.
18.51. “Team” is a sports team associated with an Organization. Each Team
means one gender of one sport from one institution. For example, a high school’s
varsity boys’ football team is one Team, and its junior varsity boys’ football team
would be another Team. Only one sport is permitted per account. For example,
basketball video cannot be uploaded to a football account and vice versa. Only
one gender is permitted by account, regardless of sport. For example, girls’
basketball cannot upload film to the boys’ basketball account and vice versa.
Each Team is permitted to subclassify into “Sub-Teams.” The number of Sub-
Teams per account shall be as follows: (a) Club & Youth: 1 Team per Account; 0
Sub-Teams. For example, a football team for 12U may only upload 12U film. 11U
and 10U would require separate accounts, though they may be associated under
the same Organization; (b) High School: 1 Team per account; 4 Sub-Teams. For
example, boys' football may have separate Sub-Teams for the freshman,
sophomore, junior varsity, and varsity rosters; (c) College: 1 Team per account; 2
Sub-Teams. For example, boys’ football may subclassify into separate Sub-Teams
for starters and reserves or offense and defense. If a Team has not used its full
Sub-Team allotment, it may not use those extra Sub-Team allotments to upload
film from another sport, as this would constitute a separate Team requiring its
own account.
18.52. “Team Admin” is any individual who has been given access to a Team’s
account with the ‘team admin’ role designation.
18.53. “Third-Party Integration” has the meaning set forth in Section 2.5.
18.54. “Third-Party Service” has the meaning set forth in Section 2.5.
18.55. “Usage Data” means data and information related to Organization's and
its Authorized Users’ use of the Products that is used by Hudl in an aggregated
and anonymized manner, including to compile statistical and performance
information related to the provision and operation of the Products.
18.56. “Video Recipients” has the meaning set forth in Section 5.1.
Updated 27 Jun 2022
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