These Hudl Ticket Terms (the “Hudl Ticket Terms”) are an
addendum to, made part of, and incorporated into (a) the signed agreement
entered into between Hudl and Organization or, if no such signed agreement
exists, (b) the Organization Terms of Service found at
www.hudl.com/eula (in either case, the
“Organization Terms”, and collectively with these Hudl Ticket
Terms, the “Agreement”) and are entered into between
Organization and Hudl as of the Effective Date (defined below). Organization
agrees to comply with the terms of the Agreement. Organization is also subject
to the AUP with respect to the Products provided pursuant to these Hudl Ticket
Terms. Any capitalized terms not defined below have the meaning given to them
in the Organization Terms. Except as expressly provided in these Hudl Ticket
Terms, all the terms and provisions of the Organization Terms are and will
remain in full force and effect. In the event of a conflict between these Hudl
Ticket Terms and the Organization Terms, these Hudl Ticket Terms shall control
with respect to the subject matter of these Hudl Ticket Terms.
These Hudl Ticket Terms are effective between Organization and Hudl as of the
earlier of the date Organization (i) accepted these Hudl Ticket Terms or (ii)
first accessed or used the Hudl Tickets Site (the “Effective Date”).
Description of Services
Hudl Ticket Services. The services and software available to
Organization at the Hudl Tickets Site (collectively, the “Hudl Ticket Services”) are deemed to be Products under the Organization Terms as well as
Services and Software, as applicable, under the Organization Terms.
Organization must have an active subscription to Services to use the
Hudl Ticket Services. The purchase and use of Digital Tickets is
governed by the Hudl Ticket Purchase Terms found at
Co-branded Website. The Hudl Ticket Services include a co-branded
website page and online ticket service available to Organization at no
additional cost for the purpose of providing Digital Tickets featuring
Organization’s Events and, if applicable, its Member Schools’ Events
through Event Listings.
Digital Tickets and Management Services. The Hudl Ticket Services
include functionality that allows Organization to offer Digital Tickets
for sale to Event Guests through the Hudl Tickets Site and functionality
to process such Digital Ticket sales and to manage reservations,
certificates, admissions, and confirmations with respect to such Digital
Tickets. The Hudl Ticket Services may allow Organization to offer a Digital Ticket for purchase that allows entry into multiple Events through a Pass.
Changes. Hudl may choose to suspend or terminate the Hudl Ticket
Services offered to Organization at any time in its sole discretion and
without liability. Hudl may, in its sole discretion, modify, enhance, or
expand the Hudl Ticket Services at no additional cost to Organization.
Hudl may also modify, enhance, or expand the Hudl Ticket Services by
providing additional features or functionality, which may, but are not
required to be, added by Organization at an additional cost. Such
additional cost features and functionality will be provided pursuant to
a signed Order between Hudl and Organization.
No Guarantees. Hudl does not guarantee that any minimum number of
Digital Tickets for Organization’s Events will be purchased.
Responsibilities of the Parties
Hudl Responsibilities. Subject to terms of the Agreement, Hudl
will provide the Hudl Ticket Services to Organization and, if
applicable, its Member Schools.
Organization Responsibilities. Organization shall (a) be
responsible for its own, its Authorized Users’, and if applicable, its
Member Schools’ compliance with the Agreement; (b) be solely responsible
for the accuracy, quality, integrity and legality of Organization Data
and the means by which Organization acquired the Organization Data; (c)
use commercially reasonable efforts to prevent unauthorized access to or
use of the Hudl Tickets Site and Hudl Ticket Services, and notify Hudl
promptly of any such unauthorized access or use; (d) use the Hudl
Tickets Site and Hudl Ticket Services and offer Digital Tickets only in
accordance with the Documentation and Applicable Law; (e) provide Hudl
with assistance, information and the Organization Data that is
reasonably requested as necessary to effectively provide the Hudl Ticket
Services; and (f) be solely responsible for the Event and its general
Organization Representations and Warranties. Organization
represents and warrants that (a) it is solely authorized to provide
access to, and promote, such Events and offer Digital Tickets for such
access; (b) all Event information, including without limitation (i) the
overall number and location of available seats, and (ii) the date, time,
and location of Events, provided to Hudl including without limitation
through the Hudl Ticket Services is accurate and up to date; and (c)
entering into the Hudl Ticket Terms will not result in any breach or
default of any other agreement to which Organization is a party.
Grants to Hudl. Organization hereby grants Hudl and its
Affiliates a non-exclusive, worldwide, sublicensable (through multiple
tiers), transferable, irrevocable, royalty free, fully paid-up right and
license to copy, display, reformat and otherwise use any Trademarks of
Organization, and if applicable, each of its Member Schools, for the
Hudl Ticket Services. Organization grants Hudl and its Affiliates the
right to advertise the Events and the availability of the Digital
Tickets for the Events and use Organization’s Trademarks to do so.
Organization agrees that Hudl may display Organization’s Trademarks on
the Hudl Tickets Site and the Hudl Ticket Services. Organization agrees
that Hudl shall have the right to sell advertising on Digital Tickets
and on the Hudl Tickets Site and retain any advertising revenue with
Districts/Leagues/Conference. If Organization is a district,
league or conference, Organization understands and agrees that these
Hudl Ticket Terms will automatically apply to the schools in
Organization’s district, league, or conference (“Member Schools”). Organization represents and warrants that Organization has the
authority to agree to the terms of the Agreement on behalf of the Member
Schools. Member Schools will each be deemed an “Organization” as defined
in the Organization Terms.
Personal Information and Hudl Tickets Site Users. For Digital
Tickets sold using the Hudl Ticket Services, Hudl will provide
Organization with the full name and email address for each purchaser of
Digital Tickets for Organization’s Events solely to allow Organization
to verify and account for the Digital Tickets with respect to such
Events. With respect to any Personal Information of Digital Ticket
purchasers provided to Organization, Organization agrees that it (a)
will only process such Personal Information for the purpose of verifying
and accounting for the Digital Tickets for Organization’s Events; (b)
will not retain, use or disclose (including outside of the direct
business relationship between Hudl and Organization) such Personal
Information except for the purpose of verifying and accounting for the
Digital Tickets for Organization’s Events and will delete such Personal
Information promptly after the Event (and in any event within 10 days);
and (c) will not sell, rent, release, disclose, disseminate, make
available, transfer or otherwise communicate such Personal Information
to any third party for monetary or other valuable consideration.
Organization agrees to comply with all Applicable Laws with respect to
any Personal Information of Digital Ticket purchasers and Event Guests
received pursuant to the Agreement. Except for information provided by
Authorized Users of Organization in the course of managing Events and
related Digital Tickets or managing streaming services on behalf of
Organization (“Organization User Information”),
Organization acknowledges and agrees that information provided by and
usage and activity information of users, including any Event Guests, of
the Hudl Tickets Site is not Organization Data. Subject to Applicable
Information, Hudl will exercise all rights of ownership over information
provided by users, including Event Guests, of the Hudl Tickets Site and
their usage and activity information, regardless of which Platform they
use to access the site (“Hudl Tickets Site User Information”). Organization agrees that an Authorized User of Organization that
purchases a Digital Ticket or streaming access on the Hudl Tickets Site
is doing so in their individual and personal capacity and not on behalf
of the Organization and that any related information of such individuals
is not Organization Data. Other than for Organization User Information,
in the event that any Hudl Tickets Site User Information is provided or
created by an Authorized User of Organization and may be considered to
be Organization Data for any reason, Organization grants Hudl and its
Affiliates the non-exclusive, worldwide, sublicensable (through multiple
tiers), transferable (only pursuant to Section 16.4 of the Organization
Terms), royalty-free, fully paid up, perpetual and irrevocable right and
license to use such information, including any Intellectual Property
Rights in such information, for any and all purposes to the same extent
as if Hudl were the owner of such information, which right and license
shall survive the termination of this Agreement.
Grants to Hudl for Event Information. Organization grants Hudl
and its Affiliates a perpetual, irrevocable, non-exclusive,
transferable, sublicensable, royalty-free, fully paid up, worldwide
license to use aggregated or anonymized information about Organization’s
Events, including without limitation revenue, sales, and attendance
information, for product improvement, marketing, advertising, reporting
and other purposes, provided such aggregated or anonymized information
does not include any Confidential Information of Organization or
identify Organization and further provided that such license shall
survive the termination of the Agreement. Organization’s Event
information and Event Listings shall be deemed to be Public Content
under the Agreement and subject to the license in Section 4.1 of the
Third Party Terms of Service.
Stripe provides payment
processing services for the Hudl Ticket Services. Stripe is a Third-Party
Service but is not a Third-Party Integration. Organization agrees that
Organization is subject to Stripe’s connected account agreement found at
https://stripe.com/legal/connect-account, as it may be modified from time to time. Unless Hudl approves Organization for Check Payments, Organization is required to
setup an account with Stripe to use the Hudl Ticket Services. Organization
warrants to Hudl that Organization will use any Third-Party Service in
accordance with Applicable Law and any underlying Third-Party Service
Hudl may approve Organization to receive payments of Organization’s Digital Ticket Revenue via check (“Check Payment”) instead of via a Stripe account. In order for Organization to receive Check Payments, Organization is required to sign up with Tipalti and provide Organization's contact and payment information. Hudl further requires a current, completed, and signed IRS Form W-9 from Organization before it can make any Check Payments. If Organization fails to provide accurate and current information in Tipalti, Hudl may choose to instead provide Organization's Digital Ticket Revenue to Organization as a credit against current or future invoices issued to Organization by Hudl for the purchase of Products. In providing payment to Organization via Check Payments in connection with the Hudl Ticket Services hereunder, Organization acknowledges and agrees that (i) Hudl is the agent of Organization for purposes of the payment transaction, (ii) the Digital Ticket purchaser shall be deemed to be the payor for any such payment transaction, (iii) Organization shall be deemed to be the payee for any such payment transaction, and (iv) the Digital Ticket purchaser's obligation to Organization in connection with any such payment transaction is satisfied upon receipt by Hudl of payment from the Digital Ticket purchaser, including in the event Hudl fails to remit funds to Organization. Organization agrees to fully cooperate with Hudl to ensure Hudl acts as Organization's “agent of the payee” including, without limitation and where required by applicable law, by holding Hudl out to the public as accepting payments for goods and services on Organization's behalf.
Fees and Payments
Fees. Hudl provides the Hudl Ticket Services to Organization at
no charge. Organization determines the fees it will receive for each
Digital Ticket sold or provided to Event Guests. Stripe and Hudl will be
entitled to receive and independently determine fees assessed to Event
Guests purchasing Digital Tickets (the “Transaction Fees”). Stripe’s Transaction Fees are set by Stripe as determined by
Stripe. Both Hudl and Stripe may modify their Transaction Fees from time
to time. Transaction Fees may also include any fees charged by the
purchaser’s credit card company, which Stripe will collect.
Payment Terms. Stripe processes and collects payment for sales of
Digital Ticket purchases. All Digital Ticket revenue from the purchases
of the Digital Tickets for an Event will be collected, and all
applicable Transaction Fees will be deducted and paid to Hudl and Stripe
as applicable. The remaining Digital Ticket revenue (“Organization’s Digital Ticket Revenue”) will be disbursed to
Organization’s Stripe account, unless Organization is setup to receive Check Payments. Periodic disbursements from
Organization’s Stripe account to the account selected by Organization in
its agreement with Stripe will be made. Where Organization is setup to receive Check Payments, payments of Organization’s Digital Ticket Revenue will be made to Organization on a monthly basis as provided in this Section. Hudl will use commercially reasonable efforts to make Check Payments within thirty (30) days of the close of the applicable month in which Organization’s Digital Ticket Revenue was received by Hudl unless the total Check Payments for a month would be less than $250. If the total Check Payments for a month would be less than $250, Hudl may roll the total amount of Check Payments attributable to Organization to the next month until the cumulative total of Check Payments is $250 or more. Notwithstanding the foregoing, Hudl will pay out any outstanding Check Payments within twelve (12) months of Hudl’s receipt, regardless of the amount.
Taxes. Organization is responsible for collecting and remitting
any applicable sales tax and any other taxes on all Digital Ticket
purchases for Organization’s Events.
Refunds and Canceled Events; No Minimum Sales
Postponed Events. If Organization postpones an Event to a later
date, the Digital Tickets will retain the original Event date, and
Organization agrees the Digital Tickets will be available for use on the
rescheduled Event date. Organization is responsible for updating Hudl
with changes to Event date, time or location or other changes (including
on the Hudl Tickets Site). The original purchasers of the Digital
Tickets will be notified of such changes to Event information via the
email address associated with their Hudl accounts.
Refunds; Canceled Events. Organization agrees and understands
that all Digital Ticket sales processed by Hudl are final and
non-refundable, except in the instance of full Event cancellation by
Organization in which case Organization acknowledges that the purchase
price (including Transaction Fees) of the Digital Ticket will be
refunded to the Event Guest who was the original purchaser of the
Digital Ticket. It is Organization’s responsibility to communicate
Organization’s refund policy to Event Guests in the instance of a
canceled Event. Organization agrees to immediately communicate any Event
cancellation to Hudl (including through the Hudl Tickets Site).
Organization will ensure that its refund policy is consistent with the
terms of the Agreement, the payment and refund processes included on the
Hudl Tickets Site, and Applicable Law. All communications or disputes
regarding refunds are between Organization and Event Guest(s), and
except as otherwise provided herein with respect to Event cancellations,
Hudl will not be liable for any decision to issue or not issue refunds.
No payments will be made to Organization from Hudl with respect to any
Event once such Event is canceled, and Organization authorizes Hudl to
issue refunds. If an Event is canceled for any reason and Organization
has already received payment of Digital Ticket revenue for such Event,
Organization authorizes a refund of the purchase price of the Digital
Tickets to the original purchasers of the Digital Tickets from
Organization’s Stripe account. If Organization’s Stripe account does not
have sufficient funds to cover such refunds (or Organization receives Check Payments) and Organization has already
received payment of the related Digital Ticket revenue, Organization
agrees to promptly reimburse Hudl for any shortage of the refund amount
that Hudl may choose to cover using its own funds (provided that in no
event shall Hudl have any liability to Organization if it does not cover
such refunds). If a Pass was purchased for an Event, any refunds will be made on a prorated basis based on the total number of Events covered by the Pass.
No Minimum Sales. Neither Organization nor Hudl guarantees that
any minimum or fixed number of Digital Tickets will be sold or available
for sale through the Hudl Tickets Site for any Event.
Support. Organization agrees to provide all necessary support to
Event Guests, and Organization acknowledges that Hudl is not responsible
for providing any support to Event Guests.
“AUP” means the Hudl’s Acceptable Use Policy found at
“Digital Ticket(s)” means ticket(s) for Events
delivered via email or other electronic means that are purchased by
Event Guests through the Hudl Tickets Site. A Digital Ticket represents
the right to occupy space or enter or attend an Event, as applicable.
“Documentation” means the technical documentation
provided by Hudl in connection with the Hudl Tickets Site.
“Event” means an in-person event or activity provided
by Organization for which Event Guests may purchase or receive Digital
“Event Guest” means an individual buyer, potential
buyer, or user of Digital Ticket(s).
“Event Listings” means the schedule of Events, ticket
pricing, promotions, fulfillment method (QR code, mobile only, both) and
other related information for each Event for which a Digital Ticket is
made available through the Hudl Ticket Services.
- “Hudl” means Agile Sports Technologies, Inc.
“Hudl Tickets Site” means the website found at
“Organization” means the organization you represent (as
indicated in your Hudl account).
“Pass” means a Digital Ticket that allows entry into multiple Events, as made available by the Organization.
“Personal Information” means information that
identifies, relates to, describes, is reasonably capable of being
associated with, or could reasonably be linked, directly or indirectly
with a particular individual, household, or device.
- “Stripe” means Stripe, Inc.
- “Tipalti” means Tipalti, Inc, or its applicable affiliate. Tipalti is a Third-Party Service that is not a Third-Party Integration.
“Trademarks” means one or more of Organization’s or, if
applicable, any of its Member Schools’ trademarks, service marks, trade
names, trade dress, domain names, logos, business and product names,
slogans, and registrations and applications for registration thereof
owned and/or in use by Organization or, if applicable, any of its Member
Schools as of the Effective Date, or which are acquired and/or used by
either party thereafter.