These Global Organization Terms of Service (“Organization Terms”) describe and govern the relationship between the Organization (defined below) and Hudl. If your Organization is located in the United States or Canada, the North American Organization Terms of Service located at www.hudl.com/eula describe and govern your relationship with Hudl. If you are a Coach, Athlete, Team Admin, Organization Admin, or Visitor, the User Terms and Conditions located at www.hudl.com/terms describe and govern your use of and access to the Platform. These Organization Terms (or, if applicable, Organization’s written agreement with Hudl) and any invoices or signed proposal together form a binding agreement (the “Agreement”) between Organization and Hudl.
When Hudl updates the Platform or the way the Platform works, it may also update the Organization Terms and your Agreement. If that happens, Hudl will post an updated version of the Organization Terms and notify Organization via the Organization Admin’s email address on file; the update will be effective for proposals signed after the date of update.
1.1 An “Athlete” is any individual who has been given access to a Team’s account with the ‘athlete’ feature set activated.
1.2 A “Coach” is any individual who has been given access to a Team’s account with the ‘coach’ feature set activated.
1.3 An “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 a corporate email address, then the Organization is the applicable educational institution or corporate organization. If you sign up on behalf of an educational institution using a different corporate 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.
1.4 An Organization must designate at least one individual as the administrator for its account (an “Organizational 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.
1.5 An “Authorized User” is any Organizational Admin, Team Admin, Coach, or Athlete that has been granted access to an account associated with your Organization.
1.6 A “Subscription” is an annual license that permits one or more Teams to access the Platform and any particular Services described in the Invoice.
1.7 A “Team” is a sports team associated with an Organization.
1.8 Each Team must have at least one individual identified as its team’s administrator (a “Team Admin”). Team Admins have the all permissions and authorities of a Coach, plus the power to add or remove other Coaches and Team Admins from the Team.
2.1 Direct Debit or Credit Card Payments. If Organization’s Coaches, Organization Admins or Team Admins provide Hudl with a credit card or a consent for a Direct Debit, Organization hereby authorizes Hudl to charge the credit card or an account for the Subscription for the Fees. Hudl will bill the credit card or an account on file for the relevant Subscription renewal unless Organization cancels its Subscription or otherwise pays the Fees before the due date.
When Organization requests any data uploaded by its Authorized Users, Hudl will follow the procedures described in its Privacy Policy.
4.1 Hudl Assist. If Organization or its Teams use Hudl Assist, the Hudl Assist Terms also apply to such use.
4.2 Hudl Replay. If Organization or its Teams use Hudl Replay, the Hudl Replay Terms also apply to such use.
4.3 Hudl Sideline. If Organization or its Teams order or use Hudl Sideline, the Hudl Hardware Terms also apply to such use.
4.4 VolleyMetrics. If Organization or its Teams order or use VolleyMetrics, the VolleyMetrics Terms also apply to such use.
5.1 Platform License Grant. Subject to these Organization Terms, Hudl grants to Organization the non-exclusive, non-transferable, revocable right during the Term (as defined below) to (i) download and install the Installed Software on Authorized User’s personal computers, and (ii) access and use the Platform for internal use by Authorized Users. Organization may grant its Authorized Users the rights in (i) and (ii). As a condition of the grant in this section, Organization may not modify, transfer, or otherwise sublicense or distribute the Platform to any third party, and Organization may not disassemble, decompile or reverse engineer any aspect of the Platform. Hudl may immediately terminate the foregoing license upon any breach (including any attempted and/or threatened breach) of this Section 5.1.
5.2 Grants to Hudl. Subject to these Organization Terms, Organization grants the following license rights to Hudl (and its licensees, sublicensees, distributors and subdistributors):
(i) Video: the non-exclusive, royalty-free right, to all Intellectual Property Rights of Organization in the Video, to use Organization’s Video for the purpose of (a) enabling Authorized Users to use the Platform during the Term, (b) to permit recruiters confirmed by Hudl’s affiliate, Haymarket Recruiting, LLC, to access the Video for recruiting purposes only, (c) if Organization authorizes through the Platform, the release, (which includes the right to sublicense, license, distribute or subdistribute) of the Video, in whole or in part, to third parties, including but not limited to Hudl’s distributors, independent contractors, affiliates,and agents, to (1) use such released Video to provide the Platform community features to users and to other third parties during the Term, and (2) to reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon (including inserting advertising therein), perform and otherwise use such released Video, in whole or in part, in perpetuity in all media formats and channels now known or hereafter devised (including on Hudl’s or its affiliates’ websites, third party websites, cable networks and stations, broadband and wireless platforms, products and services) for any and all purposes, including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to, or permission from Organization, with or without attribution and without any royalty or payment obligations, which rights in this subsection (c) shall survive any termination or expiration of these Organization Terms.
(ii) Coaching Data: the non-exclusive, royalty-free right, to all Intellectual Property Rights of Organization and its Authorized Users in the Coaching Data, to use Organization’s Coaching Data for the purpose of enabling Authorized Users and other third parties to use the Platform during the Term.
(iii) Vital Information: the non-exclusive, royalty-free and perpetual right to all Intellectual Property Rights of Organization and its Authorized Users in the Vital Information to use the Vital Information in connection with the Platform and otherwise.
(iv) Statistical Data: the non-exclusive, royalty-free and perpetual right, to all Intellectual Property Rights of Organization to use the Statistical Data in any manner.
(v) Hosting: Without limiting the above, Hudl may sublicense the rights in this Section 5.2 during the Term as necessary to enable any third party hosting of the Platform.
5.3 Ownership. Except for the licenses provided in this Section 5, as between Hudl and Organization, (i) Hudl owns all Intellectual Property Rights in the Platform, Hudl’s marks and business model, Feedback (as defined below), and any other rights not expressly granted to Organization herein and (ii) Organization retains all Intellectual Property Rights in the Video, Coaching Data, and Statistical Data. No other licenses are granted.
5.4 Feedback. Hudl owns all Intellectual Property Rights in any Feedback and may use such Feedback for any purpose related to the Platform without further approval or acknowledgement, and Organization, on behalf of itself and its Authorized Users, hereby assigns to Hudl any and all rights in such Feedback throughout the universe in perpetuity. “Feedback” shall mean any comments, information, questions, survey data, data, ideas, enhancement requests, recommendations, descriptions of processes, or other information concerning the Platform, whether solicited by Hudl or provided by Organization or its Authorized Users without any such solicitation (“Feedback”).
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 any and 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 any and 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 these Organization Terms.
The Hudl systems are programmed to perform routine data backups; however, the Services do not replace the need for the Organization to maintain regular data backups or redundant data archives. In the event of any loss, alteration, damage, destruction or corruption of the data (other than personal data) caused by the Hudl systems or Services, Organization’s sole and exclusive remedy shall be for Hudl to use commercially reasonable endeavours to restore the data from Hudl’s then most current backup of such data. However, Hudl shall have no responsibility or liability for any loss, alteration, destruction, damage, corruption recovery or disclosure of data caused by any third party (excluding Hudl’s subcontractors or any third party acting on behalf of Hudl).
Without prejudice to any other rights or remedies it may have, Hudl may suspend the Organization’s or third party’s access to and use of the Services without notice or liability to the Organization or third party in the event that the Organization fails to make any payment due to Hudl under the Agreement by the due date for payment. Hudl shall be under no obligation to provide any or all of the Services while the sums concerned remain unpaid.
[If Organization is located in Europe, the Middle East, or Africa (“EMEA”), the following Section 9 shall apply]
9.1. Data and Data Protection. Each party shall ensure compliance with (i) GDPR as enacted into English law and as updated from time to time, (ii) Directive 2002/58/EC as updated by Directive 2009/136/EC, and (iii) any other law, regulation, government guidance or government code related to the processing of personal data or privacy ((i), (ii), and (iii), together “Data Protection Legislation”) at all times during this Agreement. Hudl shall only process Individual Data for the purposes set out in this Agreement and to enable and facilitate the provision and use of the Platform and the exploitation of the licenses/services granted under this Agreement. “Individual Data” means personal data uploaded to or accessible on or via Hudl.com or otherwise shared between the parties as a result of their entering into the Agreement. Hudl may share Individual Data with its affiliates, but only if any transfer is either (a) within the EEA or (b) pursuant to a lawful basis for the transfer. When acting as a controller, each party shall, in respect of Individual Data, ensure that it provides clear and sufficient information to the data subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required by the Data Protection Legislation. Each party shall provide for and respect the rights of data subjects under Data Protection Legislation. Without prejudice to Hudl’s specific obligations as a processor, the parties agree to provide reasonable assistance as is necessary to each other to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Individual Data.
9.2. Controller/Processor. The Organization is a controller and Hudl is a processor in respect of Individual Data insofar as Hudl receives, captures, stores and analyses that data. Hudl is itself a controller in respect of the Individual Data insofar as Hudl processes and exploits that data pursuant to the Agreement.
9.3. Hudl as Processor. Where Hudl processes Individual Data on the Organization’s behalf, with respect to such processing, Hudl shall:
[If Organization is located in Australia or New Zealand, the following Section 9 shall apply]
Each party shall ensure compliance with (i) the Privacy Act 1988 (Cth) and its Australian Privacy Principles, as well as the Spam Act 2003 (Cth), as amended from time to time and data protection laws which may include: (ii) the General Data Protection Regulation (EU) 2016/679 (“GDPR”), read in conjunction with and subject to any national law that provides for specifications or restrictions of its rules, and (iii) any other law, regulation, government guidance or government code related to the processing of personal data or privacy ((i), (ii), and (iii), together “Data Protection Legislation”) at all times during this Agreement. “Relevant Personal Data” means any personal data and any special categories of personal data which are shared, transferred or passed between the parties including personal data that is uploaded to or accessible on or via the Installed Software or in connection with the Services, or that is otherwise shared between the parties as a result of their entering into this Agreement which may include or be a part of video content, biographical or statistical information (including without limitation names, achievements, career statistics, roster details, physical data such as height and weight, physiological data and location data), coach contact information, details of Authorised User registrations with the Installed Software, written personal data included within messages between Authorised Users, contact details of staff of each party and the contents of communications they send to the other party.
Each party shall take reasonable steps to protect Relevant Personal Data from misuse, interference and loss, and from unauthorised access, modification, or disclosure. Each party shall comply with its obligations under any applicable Data Protection Legislation and neither party shall exercise its rights or perform its obligations under this Agreement in such a way as to cause the other party to breach Data Protection Legislation. As Organization has the direct relationships with Authorised Users, it shall be responsible for presenting them with the necessary fair processing information and securing such consents, waivers and/or licences as may be required by both Hudl and Organization for the purposes of this Agreement.
9.1 Data Consent. The Organization warrants it is entitled to transfer any Relevant Personal Data to Hudl so that Hudl and its Affiliates (as applicable) may use, process and transfer the Relevant Personal Data in accordance with this Agreement. Organization shall ensure that the relevant data subjects have been informed of, and have given their consent (where required) to such use, processing, and transfer where required by Applicable Laws, or the use, processing, and transfer is otherwise permitted by Applicable Laws.
9.2 Notice from Authority. Each party shall, if it receives any complaint, notice or communication from a supervisory authority which relates to the other party's processing of Relevant Personal Data under this Agreement or a potential failure to comply with Data Protection Legislation, promptly forward such complaint, notice or communication to the other party and provide the other party with reasonable cooperation and assistance in relation to the same.
9.3 Data Subject Requests. The parties agree that the responsibility for complying with any data subject request (in relation to any rights of data subjects or otherwise) falls to the party receiving the data subject request in respect of the Relevant Personal Data held by that party.
Each party (a “Receiving Party”) may be provided or have access to Confidential Information (as defined below) of the other party (a “Disclosing Party”). Confidential Information will not include anything that (a) is authorized by Organization for disclosure to third parties pursuant to the terms of these Organization Terms or use of the Platform, as provided herein; (b) is already in the possession of the Receiving Party without obligation of confidence; (c) is independently developed by the Receiving Party without use of Confidential Information; (d) is or becomes available to the general public without breach of these Organization Terms; or (e) is rightfully received by the Receiving Party from a third party without obligation of confidence. Receiving Party agrees that it will not, without the consent of the other party, disclose Confidential Information to third parties or use it in any way except as set forth herein, and take actions reasonably necessary to protect the confidentiality of the Confidential Information. “Confidential Information” means (i) any proprietary information, technical data, trade secrets or know-how of Hudl, including, but not limited to, research, product plans, and proprietary information concerning products and services, pricing, or other business or technical information of Hudl that is designated to be confidential or proprietary or which reasonably appears to be confidential or proprietary; and (ii) to the extent not otherwise released by Organization and except as provided in the Privacy Policy, the Video, Coaching Data, and Athlete profile data.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
Organization represents to Hudl as follows: (i) it has the authority to enter into and perform its obligations under these Organization Terms; (ii) it has all secured and will maintain any and all rights, consents and/or releases, including all Intellectual Property Rights, necessary to grant the licenses herein, including from any Authorized Users, independent contractors, governing athletic bodies, conferences or organizations, and parents of Authorized Users that are minors; (iii) the Video and the Coaching Data, as incorporated into the Platform by Organization and Hudl (or Hudl’s exploitation thereof) in accordance with the terms of these Organization Terms, do not violate, infringe upon, or misappropriate the Intellectual Property Rights, or any other right, of any third party; (iv) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair Organization’s ability to perform under these Organization Terms; (v) it has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of these Organization Terms or the use or enjoyment by Hudl of any of the rights herein granted; and (vi) Organization has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to Hudl.
Hudl represents to Organization that it has the authority to enter into and perform its obligations under these Organization Terms.
EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, ORGANIZATION’S USE OF THE PLATFORM IS AT ORGANIZATION’S OWN RISK AND PROVIDED AS-IS, WITHOUT ANY WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
13.1 Hudl Indemnification.
Hudl shall defend or settle any action brought against Organization to the extent that it is based upon a third party claim that the Platform, as provided by Hudl to Organization under these Organization Terms and used within the scope of these Organization Terms, infringes any third party IP rights, including U.S. patent or any copyright or misappropriates any trade secret with regard to any third party (a “Claim”), and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim that are awarded against Organization, provided that Organization (i) promptly notifies Hudl in writing of the Claim; (ii) grants Hudl sole control of the defense and settlement of the claim; and (iii) provides Hudl, at Hudl’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. Notwithstanding the foregoing, any and all of Hudl’s obligations under this Section 10 shall be limited to an amount equal to the subscription fees paid to Hudl under these Organization Terms.
If Organization’s use of the Platform hereunder is, or in Hudl’s opinion is likely to be, enjoined due to a Claim, Hudl may, at its sole option and expense, (i) use commercially reasonable efforts to procure for Organization the right to continue using the Platform under the terms of these Organization Terms; or (ii) use commercially reasonable efforts to replace or modify the Platform so that it is non-infringing and substantially equivalent in function to the enjoined aspects of the Platform; or (iii) terminate Organization’s rights and Hudl’s obligations hereunder with respect to the enjoined features of the Platform and refund to Organization a prorated portion of the Fees paid for such features for the then-current annual term.
Notwithstanding anything herein to the contrary, Hudl will have no liability for any infringement or misappropriation claim of any kind to the extent that related to: (i) modifications to the Platform made by a party other than Hudl; (ii) the combination, operation or use of the Platform or any other material licensed to Organization hereunder with equipment, devices, software or data not supplied by Hudl; or (iii) Organization’s failure to use an enhancement, upgrade, or update provided by Hudl; (iv) Organization’s breach of these Organization Terms; or (v) due to any action or inaction of Organization.
THE INDEMNIFICATION AND REFUND PROVISIONS OF SECTION 13.1, SUBJECT TO THE EXCLUSIONS THEREOF, SET FORTH HUDL’S SOLE AND EXCLUSIVE OBLIGATIONS, AND ORGANIZATION’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
14.2 Organization Indemnification.
Organization shall indemnify and hold Hudl, its affiliates, and their respective directors, officers, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Organization’s breach of these Organization Terms, including any representations and warranties set forth above. This Section 14.2 shall survive any termination or expiration of these Organization Terms.
IN NO EVENT WILL HUDL BE LIABLE TO ORGANIZATION UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST VIDEO CONTENT, COACHING DATA, OR STATISTICAL DATA, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT, REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HUDL’S TOTAL CUMULATIVE LIABILITY TO ORGANIZATION FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO HUDL BY ORGANIZATION PURSUANT TO THESE ORGANIZATION TERMS DURING THE TWELVE MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY ARISES.
16.1 If for any reason a court of competent jurisdiction finds any provision of these Organization Terms invalid or unenforceable, that provision of these Organization Terms will be enforced to the maximum extent permissible and the other provisions of these Organization Terms will remain in full force and effect. The parties’ relationship is that of independent contractors. Hudl may assign these Organization Terms or any of its rights or obligations hereunder (in whole or in part) without Organization’s consent. Organization may not assign these Organization Terms without the prior written consent of Hudl.
[If Customer is in EMEA, the following Section 16.2 shall apply]
16.2 These Organization Terms 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 law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
[If Customer is in Australia or New Zealand, the following Section 16.2 shall apply]
16.2 These Organization Terms 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 New South Wales, Australia. Each party irrevocably agrees that the courts of New South Wales, Australia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
[For all other countries, the following Section 16.2 shall apply]
16.2 These Organization Terms, 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) are governed by the laws of the State of Nebraska, USA, except for its conflict of laws provisions. 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 United States 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 or any other appropriate forum to obtain injunctive or other relief.
16.3 Neither party shall be liable to the other party under this Agreement 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, labour disputes (whether involving the workforce of Hudl or any other party), strikes, lockouts, pandemics, shortages of or inability to obtain labour, failure of a utility service or telecommunications network, breakdown of plant or machinery, default of suppliers or subcontractors, war, 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; provided that the defaulting party promptly notifies the non-defaulting party of such event and its expected duration in writing.
16.4 Hudl reserves the right, in its sole discretion, to make any changes to the Services to the extent that it deems necessary: (a) to maintain or enhance (i) the quality or delivery of Hudl’s services to its customers, (ii) the competitive strength of or market for Hudl’s services, or (iii) the cost efficiency or performance of the Services (provided in each case that such changes do not have a material adverse impact on the Services or the Organization’s use of the Services); or (b) to comply with applicable laws.
16.5 The Services include the support and training services set out in, and to be provided by Hudl in accordance with the proposal signed by the Organization and an additional information provided by Hudl (“Support Services”).
16.6 Hudl will not provide Support Services:
16.7 Hudl agrees to provide the Support Services specified in the proposal and other documents provided by it. Hudl warrants that any Support Services that it provides will be of a professional quality conforming to generally accepted industry standards and procedures. Organization’s exclusive remedy, and Hudl’s entire liability if it is unable to perform the Support Services as warranted, will be in the sole and absolute discretion of Hudl, to either supply a different copy of the Software or to refund the fees paid by the Organization for the applicable Software in effect at the time Hudl is unable to perform the warranted Support Services.
16.8 Organization understands that the Platform 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 Export Administration of the U.S. Commerce Department. Without limiting the foregoing, Organization will not export or re-export the Platform 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 Export Administration or other appropriate government agency. Organization will defend, indemnify, and hold harmless Hudl from and against all fines, penalties, liabilities, damages, costs and expenses (including reasonable attorneys' fees) incurred by Hudl as a result of Organization’s breach of this Section 16.8.
16.9 Any notices must be given in writing to the other party at the contact information indicated on an order(s) or Hudl’s website, and shall be deemed given immediately upon personal delivery, three (3) days after deposit by certified or registered mail, one (1) day after overnight express courier; or upon confirmed transmission by fax or confirmed email receipt.
16.10 The Agreement, including these Organization Terms and all referenced pages and invoices, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Organization Terms and any other documents or pages referenced in these Organization Terms, the following order of precedence will apply: (1) the terms of any written agreement, (2) the portions of the applicable Service Terms that apply to Organization (if any), (3) the Organization Terms and (4) finally any other documents or pages referenced in the Terms. 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 Organization order documentation (excluding documents authored by Hudl) will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.
17.1 “Coaching Data” means Organization’s coaching tools and data, such as voice, drawing and textual annotations of Video, playbooks, diagrams, coaching presentation and testing materials, and communications between Authorized Users, as contained in the Platform. Coaching Data does not include Coach contact information.
17.2 “Documentation” means the user-, operations-, and training manuals that Hudl makes available to its Authorized Users generally in connection with the Platform.
17.3 “Hudl” means the entity that is a part of the Hudl group of companies that is identified on a proposal, quote or invoice issued to Organization. If no such entity is listed, “Hudl” shall mean Agile Sports Technologies, Inc. dba Hudl, a Delaware corporation.
17.4 “Installed Software” means those elements of the Platform intended for installation on personal computers.
17.5 “Intellectual Property Rights” means any rights under any patent (including patent applications and disclosures), copyright, trademark, trade secret, or other intellectual property right recognized in any country or jurisdiction in the world.
17.6 “Platform” means Hudl’s sports team communication, training, and management platform that is marketed as “Hudl”, Documentation, and any improvements, updates, fixes, or version upgrades provided by Hudl to Organization from time to time. Platform shall include the Installed Software, all websites, all mobile applications, and any other technological means to access Hudl’s platform.
17.7 “Services” means the additional services and products whose user terms are provided in Section 4.
17.8 “Statistical Data” means Team rosters and performance statistics for each Team and Authorized User, as inputted by an Authorized User into Platform.
17.9 “Video” means any and all Organization video clips and other game or practice film, uploaded by Organization or its Authorized Users to the Platform, including, the voices, performances, poses, acts, plays, appearances, pictures, images, likeness, photographs, silhouettes and other reproductions of the physical likeness and sound of the players, coaches, and all others appearing in the Video.
17.10 “Vital Information” means physical characteristics (e.g., height and weight) and contact information concerning any Authorized User, as input by Organization into the Platform or as otherwise publicly available.
Rev. August 2020
Updated 1 Aug 2020
