Hudl Focus Terms and Conditions
These Hudl Focus Terms and Conditions (these “Focus Terms”) are an addendum to either (a) the Organization Terms of Service found at www.hudl.com/eula or (b) if applicable, the written agreement entered into between Hudl and Organization (in either case, the “Organization Terms”) and are entered into between Hudl and Organization effective as of the earlier of the date of Organization’s purchase of a Hudl Focus camera or Hudl Focus Exchange Network subscription (a “Subscription”) or Organization’s access to or use of the Hudl Focus Exchange Network (the “Effective Date”). These Focus Terms are governed by, incorporated into and made a part of the Organization Terms as of the Effective Date. Capitalized terms used but not defined in these Focus Terms will have the meaning given to them in the Organization Terms. In the event of a conflict between these Focus Terms and the Organization Terms, these Focus Terms shall control with respect to the subject matter of these Focus Terms. Except as expressly provided in these Focus Terms, all of the terms and provisions of the Organization Terms are and will remain in full force and effect and are hereby ratified, confirmed and agreed to by the parties.
BY PURCHASING A HUDL FOCUS CAMERA OR A SUBSCRIPTION OR ACCESSING OR USING THE HUDL FOCUS EXCHANGE NETWORK ON OR AFTER THE DATE SET FORTH AT THE BOTTOM OF THESE FOCUS TERMS, ORGANIZATION ACCEPTS THESE FOCUS TERMS AND AGREES THAT IT IS LEGALLY BOUND BY THESE FOCUS TERMS. Subject to these Focus Terms, Hudl grants Organization a non-exclusive, non-transferable and non-sublicensable right to access and use the Hudl Focus Exchange Network for its and its Authorized Users’ internal use.
1. Organization’s Hudl Focus Cameras. Organization understands and agrees that, as of the Effective Date, all of the Hudl Focus cameras owned by Organization (“Organization’s Cameras”) become part of the Hudl Focus Exchange Network and subject to these Focus Terms. Any reference to “Hudl Focus camera” in these Focus Terms includes any model or version of the Hudl Focus camera. Organization’s Cameras include any cameras purchased prior to, on or after the Effective Date.
2. Exchange of Game Video. Organization authorizes Hudl to share the Video for any game that Organization schedules or otherwise initiates a recording of using a Hudl Focus camera on the Hudl Focus Exchange Network with (a) any other Hudl customer with a team identified as playing in such game if such other Hudl customer has been granted access by Hudl to the Hudl Focus Exchange Network and (b) the Hudl Focus camera owner (each a “Video Recipient”). Such Video authorized to be shared pursuant to the foregoing sentence shall be deemed “Shared Game Video”. Organization hereby grants to each Video Recipient and to Hudl and its affiliates a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license in and to all Intellectual Property Rights in such Shared Game Video to use such Shared Game Video to the same extent as if the owner of all right, title and interest in and to such Shared Game Video. The foregoing license shall survive the termination or expiration of these Focus Terms or the Organization Terms. Hudl may add future functionality to allow other Hudl Focus Exchange Network customers to use instant replay functionality, whether through Hudl Sideline or otherwise, with Organization’s Cameras (where permitted by applicable athletic association rules), and Organization agrees that if Organization allows another Hudl Focus Exchange Network customer to use such functionality then both teams playing in the game would be able to access the instant replays.
3. Video Ownership. For purposes of these Focus Terms and the Organization Terms, Organization agrees that the Hudl customer (whether Organization or another Hudl customer) that schedules or otherwise initiates a recording using a Hudl Focus camera on the Hudl Focus Exchange Network shall be deemed the owner of the resulting Video and the resulting Video shall be deemed to be uploaded by such Hudl customer to the Platform for purposes of the definition of “Video” (found in the Organization Terms). Organization acknowledges and agrees that if a dispute arises over Shared Game Video that it must work directly with the other Hudl customer(s) involved in such dispute to resolve such dispute and that Hudl is not obligated to assist with such dispute.
4. Shared Facilities. If Organization approves another Hudl Focus Exchange Network customer to access and use one or more of Organization’s Cameras (an ”Additional Organization”) either by written or email request to Hudl, on the Focus Installation Details Form submitted by Organization to Hudl, or through the Platform (if such functionality is made available by Hudl), Organization agrees that the Additional Organization will be able to schedule a recording of, record and livestream games and practices involving the Additional Organization’s teams and other events sponsored by the Additional Organization using Organization’s Cameras (“Authorized Uses”). In furtherance of the foregoing, Organization hereby grants each Additional Organization the non-exclusive, non-transferable and non-sublicensable right to access and use the approved Organization’s Cameras for the Authorized Uses. Authorized Uses will include the ability for the Additional Organization to use Organization’s Cameras with Additional Organization‘s Hudl Sideline, if Hudl makes such functionality available. If Organization is an Additional Organization for another organization’s Hudl Focus cameras, then Organization agrees to access and use the Hudl Focus cameras that it has been approved to access by another Hudl customer only for the Authorized Uses and Organization represents, each time it accesses or uses a Hudl Focus camera that it does not own, that Organization has a game or practice involving one of its teams or an event sponsored by Organization at the time of such access or use and location where such Hudl Focus camera is installed. Organization may request that Hudl revoke an Additional Organization’s approval by written or email request to Hudl or through the Platform (if such functionality is made available by Hudl).
5. Compliance with Applicable Laws. Organization agrees to comply with all applicable laws with respect to its access to and use of any Hudl Focus camera on the Hudl Focus Exchange Network, including without limitation any obligation to post a notice advising of the recording, and with respect to the use of any Shared Game Video received by Organization pursuant to these Focus Terms.
6. Termination. Hudl may terminate Organization’s access to the Hudl Focus Exchange Network at any time without notice if Organization or its Authorized Users breach any of the terms and conditions of these Focus Terms or the Organization Terms. These Focus Terms and Organization’s right to access the Hudl Focus Exchange Network shall terminate when the Organization Terms terminate or expire. In the event Organization’s right to access the Hudl Focus Exchange Network terminates, Organization’s right to access and use any Hudl Focus camera on the Hudl Focus Exchange Network shall terminate immediately and Organization shall no longer have the right to receive any additional Shared Game Video; provided, however, in such event, if Organization’s Cameras are connected to the internet and powered on, then Organization’s Cameras will remain part of the Hudl Focus Exchange Network and available for use by Additional Organizations pursuant to Section 4 of these Focus Terms (and available for use with any future functionality added by Hudl for the use of instant replay functionality by other Hudl Focus Exchange Network customers pursuant to Section 2 of these Focus Terms). Sections 1, 3, 5, 6, 7, and any other provision in these Focus Terms that, by its nature, should survive termination of these Focus Terms or the Organization Terms, will survive the termination of these Focus Terms or the Organization Terms.
7. Disclaimer of Warranties. THE HUDL FOCUS EXCHANGE NETWORK, ACCESS TO ANY HUDL FOCUS CAMERA, AND ANY SHARED GAME VIDEO IS PROVIDED TO ORGANIZATION “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HUDL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE HUDL FOCUS EXCHANGE NETWORK, ACCESS TO ANY HUDL FOCUS CAMERA AND ANY SHARED GAME VIDEO, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HUDL PROVIDES NO
WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE HUDL FOCUS EXCHANGE NETWORK OR ACCESS TO ANY HUDL FOCUS CAMERA WILL MEET ORGANIZATION’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. Organization acknowledges and agrees that Hudl does not make any representations or give any warranties that a particular Hudl Focus camera will be available and Hudl is not responsible for ensuring, and shall not liable for any damages resulting from, availability, configuration or operating condition of a Hudl Focus camera. Hudl is not responsible for the incorrect Hudl customer receiving a copy of Shared Game Video as a result of a misconfiguration or misidentification by Organization or another Hudl customer. Organization acknowledges and agrees that Hudl bears no responsibility for the acts or omissions of any other Hudl customer with respect to Shared Game Video that is received pursuant to these Focus Terms, the use of a Hudl Focus camera or the use of the Hudl Focus Exchange Network.
Dated: April 28, 2021