MSA Pilot Terms (these “Pilot Terms”) govern Customer’s use of and participation in any testing, development, and improvement of any Pilot Products (defined below). These Pilot Terms are an addendum to, and incorporated into by this reference, the Hudl Master Subscription Agreement found at https://www.hudl.com/legal/agreements (the “MSA”) and are entered into between Customer and Hudl (as defined in the MSA) as of the Addendum Effective Date (defined below). Capitalized terms used but not defined herein have the definitions set forth in the MSA. Except as expressly provided in these Pilot Terms, all of the terms and provisions of the MSA are and will remain in full force and effect.
By acknowledging acceptance of these Pilot Terms in a separate document referencing or incorporating these Pilot Terms or using any Pilot Products, Customer agrees to the terms and conditions of these Pilot Terms.
These Pilot Terms shall not apply to any products and services of Hudl that are not Pilot Products. These Pilot Terms are effective between Customer and Hudl as of, the earlier of, the date of Customer accepting these Pilot Terms or using any Pilot Products (the “Addendum Effective Date”).
1. Definitions.
1.1.“Pilot Feedback” means any comments, information, questions, survey data, data, ideas, enhancement requests, recommendations, descriptions of processes, or other information concerning any Pilot Products from Customer or its Authorized Users, whether solicited by Hudl or provided by Customer or its Authorized Users without any such solicitation.
1.2. “Pilot Hardware” means Pilot Products that are Hardware, including without limitation any replacement Hardware that Hudl chooses, in its sole discretion, to provide for any Pilot Hardware. Any tangible accessories that are provided by Hudl to Customer for use with Pilot Hardware are deemed to be Pilot Hardware and Pilot Products, even if not specifically identified as Pilot Products on the Order Form.
1.3. “Pilot Product(s)” means Products that (i) Hudl has made available to Customer and (ii) Hudl has designated (as set forth in an Order Form) as pilot, limited release, developer preview, or similar description, as well as any documentation related to Pilot Products. Any hardware Pilot Products are deemed to be Hardware and Pilot Hardware for purposes of the MSA and these Pilot Terms.
1.4. “Pilot Software” means Pilot Products that are Software and Services. Pilot Software and Pilot Products include any bug fixes, updates, and modifications that Hudl releases, in its sole discretion, to Pilot Software. Any software embedded on Pilot Hardware is deemed to be Software under the MSA and Pilot Software and Pilot Products event if not specifically identified as Pilot Products on the Order Form.
1.5. “Pilot Video” means any Video recorded using a Pilot Product or added to a Platform using a Pilot Product.
2. Access to and Use of Pilot Products. During the term of these Pilot Terms and subject to these Pilot Terms, (i) any Pilot Products made available by Hudl to Customer may be used by Customer for its internal testing and evaluation purposes only and (ii) in the case of any Pilot Software made available by Hudl to Customer, Hudl hereby grants Customer a non-transferable, non-sublicensable, non-exclusive, limited license to use the Pilot Software in object code form for its internal testing and evaluation purposes only. Pilot Products may be provided at a charge or no charge, as set forth on the Order Form. Customer agrees to, and to allow only Authorized Users to, access and use the Pilot Products only for the purposes allowed in this Section.
3. Pilot Hardware. Any Pilot Hardware will be shipped using the method selected by Hudl to Customer’s shipping address (communicated to Hudl by Customer). Any delivery dates for Pilot Hardware are estimates only and are subject to change at any time for any reason, in Hudl’s sole discretion. Customer acknowledges and agrees that the quantity of any Pilot Hardware to be provided by Hudl to Customer is subject to change at any time for any reason, in Hudl’s sole discretion. Customer shall be responsible for, and shall reimburse Hudl for, loss of or damage to the Pilot Hardware while in Customer’s possession. While in Customer’s possession, Customer agrees to maintain the Pilot Hardware in good working condition, reasonable wear and tear excepted. Customer acknowledges that Pilot Hardware is only intended for Customer’s destination country and that such Pilot Hardware has not been cleared for export into any other country or region.
4. Hudl Rights Hudl Rights.
4.1. Customer hereby grants to Hudl and its affiliates a non-exclusive, perpetual, irrevocable, sublicensable, transferable, royalty-free, and worldwide license in and to the Pilot Video, and any and all Intellectual Property Rights in the Pilot Video, to use the Pilot Video for improving and developing Hudl’s and its Affiliates’ current and future products and services and for Hudl’s and its Affiliates’ internal business purposes. Customer agrees that Hudl may access Customer’s Hudl account, during and after the term of these Pilot Terms, to find and obtain any Pilot Video and Pilot Data (defined below). This Section 4.1 shall survive the termination of these Pilot Terms and the MSA.
4.2. Customer agrees that Hudl may access and use the Pilot Products to record video footage or start and stop recordings at any time without notice to Customer. Customer agrees that Hudl may disable the Pilot Products at any time, including without limitation during games, for diagnostic and other purposes without notice to Customer, and Customer acknowledges that it is responsible for ensuring that it has an additional recording method if it is using the Pilot Products for recording.
5. Confidential Information. All diagnostic data and performance data and test results relating to the Pilot Products (collectively, “Pilot Data”) belong to and are the Confidential Information of Hudl. Hudl may use the Pilot Data for any and all purposes. Customer agrees not to publish or disclose any Pilot Data without Hudl’s prior written approval.
6. MSA. The term “Video” in the MSA is deemed to include the Pilot Video. Customer acknowledges and agrees that the MSA applies to any Video, including without limitation the Pilot Video, and Customer’s use of Products, including without limitation the Pilot Products. Customer is responsible for its Authorized Users’ compliance with these Pilot Terms and the MSA. In the event of a conflict between these Pilot Terms and the MSA, these Pilot Terms shall control with respect to the subject matter of these Pilot Terms. Section 10.1 of the MSA (and any other indemnity obligation of Hudl under the MSA, if any) as well as Sections 1.1, 1.2, 1.3, 1.5, and 8.1 shall expressly not apply to any Pilot Products.
7. Restrictions. Customer agrees not to use the Pilot Products except as expressly permitted in these Pilot Terms. CUSTOMER AGREES NOT TO SUBLICENSE, RENT, COPY, MODIFY, CREATE DERIVATIVE WORKS OF, TRANSLATE, REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE ANY PILOT PRODUCTS, IN WHOLE OR IN PART, AND AGREES NOT TO ALLOW A THIRD PARTY TO DO ANY OF THE FOREGOING.
8. Proprietary Rights and Ownership. Customer agrees that title to the Pilot Products and Pilot Data remains with Hudl and/or its licensors, and that these Pilot Terms do not give Customer ownership of any Pilot Products or Pilot Data. Subject to the limited rights expressly granted under these Pilot Terms, Hudl and its licensors reserve all rights, title, and interest in and to the Pilot Products and Pilot Data, including without limitation all related Intellectual Property Rights in either. No rights are granted to Customer under these Pilot Terms other than as expressly set forth in these Pilot Terms. CUSTOMER SHALL DO NOTHING INCONSISTENT WITH HUDL’S TITLE TO THE PILOT HARDWARE, INCLUDING WITHOUT LIMITATION TRANSFERRING, LOANING, SELLING, ASSIGNING, PLEDGING, OR OTHERWISE DISPOSING, ENCUMBERING, OR SUFFERING A LIEN OR ENCUMBRANCE UPON OR AGAINST ANY INTEREST IN THE PILOT HARDWARE.
9. Feedback. The purpose of these Pilot Terms is the testing and evaluation of the Pilot Products. In furtherance of such purpose, Customer agrees to provide timely feedback to Hudl regarding the Pilot Products from time to time as reasonably requested by Hudl. Hudl owns all Intellectual Property Rights in any Pilot Feedback and may use Pilot Feedback for any purpose related to the Pilot Products and any other products and services of Hudl and its Affiliates without further approval or acknowledgement, and Customer, on behalf of itself and its Authorized Users, hereby assigns to Hudl any and all rights, including without limitation all Intellectual Property Rights, in Pilot Feedback throughout the universe in perpetuity.
10. Term. These Pilot Terms shall commence on the Addendum Effective Date and will remain in effect unless terminated in accordance with Section 11 below. Customer’s right to use any particular Pilot Products under these Pilot Terms will commence on the date Hudl makes such Pilot Products available to Customer and will end on the termination of such right, or of these Pilot Terms, in accordance with Section 11 below.
11. Termination and Notices. Either party may terminate these Pilot Terms at any time without cause upon 10 days’ prior written notice to the other. Hudl may terminate these Pilot Terms immediately upon written notice to Customer if Customer breaches these Pilot Terms or the MSA. Either party may terminate Customer’s right to use any particular Pilot Products by providing written notice (e-mail to suffice) of such termination to the other party, provided that the notifying party will use reasonable efforts to provide such notice 5 days before the termination date (except that Hudl may terminate such right immediately if Hudl determines it is appropriate based on feedback received from testing of the Pilot Product). Notices to Hudl shall be sent to legal@hudl.com. Notices to Customer shall be sent to the e-mail address of Customer’s Hudl account administrator on file with Hudl. These Pilot Terms shall terminate if the MSA terminates. In connection with any termination of these Pilot Terms or right to use any Pilot Product, (i) Hudl may deactivate the Pilot Products, if applicable, and any access of Customer to the Pilot Products immediately upon termination, (ii) Customer shall return the Pilot Hardware, using appropriate packaging, to Hudl via Hudl’s authorized return shipment process for receipt by Hudl within 10 business days of the effective date of termination (unless otherwise agreed by Hudl in writing), and (iii) Customer shall cease using any Pilot Products as of the effective date of termination. Customer agrees that Hudl may retrieve any Pilot Products from Customer’s premises after termination of these Pilot Terms or the right to use a Pilot Product, if such Pilot Product is not returned to Hudl as required by this Section. Sections 4 through 14 of these Pilot Terms, and any other provisions which by their terms should survive, shall survive the termination or expiration of these Pilot Terms and the MSA.
12. Disclaimers and Liability.
12.1 No Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA (INCLUDING WITHOUT LIMITATION SECTION 8 OF THE MSA), THE PILOT PRODUCTS ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” EXCLUSIVE OF ANY WARRANTY OR REPRESENTATION WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HUDL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. HUDL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE PILOT PRODUCTS OR CUSTOMER DATA ADDED OR ACCESSED USING THE PILOT PRODUCTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA (INCLUDING WITHOUT LIMITATION SECTION 3.3 OF THE MSA), HUDL HAS NO OBLIGATIONS WITH RESPECT TO CUSTOMER DATA ADDED OR ACCESSED USING THE PILOT PRODUCTS. HUDL MAKES NO REPRESENTATION THAT HUDL (OR ANY THIRD PARTY) WILL ISSUE UPDATES OR ENHANCEMENTS TO THE PILOT PRODUCTS. Customer acknowledges that some or all Pilot Products may be prototypes. The Pilot Products may contain bugs or errors. Any use of the Pilot Products is at Customer’s sole risk. Due to the nature of the Pilot Products, Customer acknowledges that any Customer Data added or accessed using Pilot Products is done so at Customer’s sole risk and that Hudl does not make any representations, warranties, or guarantees or make any undertakings regarding the security, confidentiality, or integrity of such Customer Data. Customer acknowledges that Hudl may discontinue the Pilot Products at any time in its sole discretion and may never make some or all of the Pilot Products generally available to its customers. Hudl is under no obligation to support the Pilot Products in any way or to provide any updates to Pilot Products or replacement Pilot Products to Customer. In the event Hudl chooses in its sole discretion to provide an update to a Pilot Product or a replacement Pilot Product to Customer, such update or item shall be deemed Pilot Products and subject to these Pilot Terms.
12.2 Pilot Hardware. HUDL ASSUMES NO RESPONSIBILITY FOR THE PROPER INSTALLATION AND USE OF THE PILOT HARDWARE. IT IS CUSTOMER’S AND ITS AUTHORIZED USERS’ SOLE RESPONSIBILITY TO MAINTAIN SAFE OPERATION OF THE PILOT HARDWARE AND TO EXERCISE REASONABLE STANDARDS OF CARE AND CAUTION AT ALL TIMES. FOR ANY PILOT HARDWARE INTENDED TO BE MOUNTED ON A STAND OR TRIPOD (SUCH AS PORTABLE PILOT HARDWARE), (i) SUCH PILOT HARDWARE MUST BE MOUNTED AND SECURED IN SUCH A WAY THAT IT WILL NOT FALL FROM SUCH STAND/TRIPOD, AND (ii) THE STAND/TRIPOD FOR SUCH PILOT HARDWARE MUST BE SAFELY AND SECURELY AFFIXED TO THE GROUND TO ENSURE THE PILOT HARDWARE DOES NOT TIP OVER OR FALL, AND IT IS THE SOLE RESPONSIBILITY OF CUSTOMER AND ITS AUTHORIZED USERS TO ENSURE THAT SUCH PILOT HARDWARE IS PROPERLY MOUNTED ONTO A STAND/TRIPOD AND THAT THE STAND/TRIPOD IS PROPERLY SECURED TO THE GROUND AS SET FORTH IN THE INSTRUCTIONS THAT ACCOMPANY THE PILOT HARDWARE OR ANY INSTRUCTIONS FROM A THIRD PARTY HARDWARE MANUFACTURER. FOR ANY PORTABLE PILOT HARDWARE USED OUTSIDE, DO NOT USE SUCH PILOT HARDWARE IN CONDITIONS WHERE THE PILOT HARDWARE CANNOT BE SAFELY MOUNTED AND SECURED, SUCH AS IN THE EVENT OF HIGH WINDS. HIGH WINDS MAY CAUSE THE PILOT HARDWARE TO TIP OVER OR SEPARATE FROM THE STAND/TRIPOD, POSSIBLY CAUSING DAMAGE OR INJURY; CUSTOMER AND ITS AUTHORIZED USERS SHOULD ALWAYS EXERCISE CARE AND CAUTION IN THESE CONDITIONS.
12.3 Limitation of Liability. WITH RESPECT TO THESE PILOT TERMS AND ANY PILOT PRODUCTS, IN NO EVENT SHALL HUDL OR ITS AFFILIATES OR LICENSORS HAVE ANY LIABILITY FOR: (I) ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING WITHOUT LIMITATION USE, MISUSE, INABILITY TO USE, OR INTERRUPTED USE) AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT HUDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THESE PILOT TERMS FAILS OF ITS ESSENTIAL PURPOSE; OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PILOT PRODUCTS, UNLESS SUCH DISCLAIMER OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE HUDL’S LIABILITY WITH RESPECT TO THESE PILOT TERMS AND THE PILOT PRODUCTS SHALL NOT EXCEED US$100. ANY PILOT PRODUCTS PROVIDED TO CUSTOMER ARE BEING PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THESE PILOT TERMS.
13. Compliance with Laws. Customer is responsible for complying with all applicable laws in connection with its access to and use of any Pilot Products and with these Pilot Terms, including without limitation all laws and restrictions regarding obligations to post a notice advising of any recordings and the export of products or technical information from the United States or other countries that may be imposed from time to time. Customer further agrees that it will not export, directly or indirectly, any technical information acquired from Hudl under these Pilot Terms or any Pilot Products using such technical information to a location or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other government entity in accordance with applicable law.
14. Additional Representations and Warranties. Customer further represents and warrants that (i) Customer has obtained all necessary consents, permissions, approvals, and rights, including without limitation all Intellectual Property Rights, for the use of the Pilot Video pursuant to these Pilot Terms, including without limitation from any individual who may be captured in such Pilot Video (or their parent/legal guardian, if a minor) and (ii) the use of any Pilot Video pursuant to these Pilot Terms will not violate, infringe, or misappropriate the Intellectual Property Rights or any other rights of any individual or entity with respect to any individual who or any property that may be included in such Pilot Video. For clarity, Customer’s representations and warranties in the MSA apply to these Pilot Terms, as incorporated into the MSA.
Updated 28 Jun 2024
