These Hudl Hardware Terms (this “Hardware Addendum”) are an addendum to the Organization Terms of Service (“Organization Terms”) between Hudl and Organization and are entered into effective as of the effective date identified in the first Order that references the Organization Terms and includes Hardware (“Effective Date”). Capitalized terms not defined in this Addendum have the meanings given to them in the Organization Terms. The Organization Terms, any applicable Orders, and this Hardware Addendum govern Organization’s purchase of the Hardware. If there are any conflicts between the Organization Terms, an Order and/or this Hardware Addendum, the following order of precedence applies: Orders prevail over this Hardware Addendum solely with respect to the subject matter of the Order; and this Hardware Addendum prevails over the Organization Terms solely with respect to Organization’s purchase and receipt of Hardware. This Hardware Addendum is an integral part of and incorporated into the Organization Terms.
1. Delivery. Unless otherwise set forth in the Order, Hardware will be delivered DDP (Incoterms 2020) to Organization’s location set forth in the Order (“Delivery Point”). Hudl will use commercially reasonable efforts to deliver all Hardware within a reasonable time after acceptance of the Order by Hudl, subject to Hardware availability. All shipping dates provided by Hudl are approximate and not guaranteed. If Hudl makes partial shipments, Organization is not relieved of its obligations to accept remaining deliveries. Each shipment will constitute a separate sale, and Organization shall pay for the units shipped whether such shipment is a whole or partial fulfillment of the Order. Hudl shall not be bound to tender delivery for any Hardware for which Organization has not provided shipping instructions or any other information requested by Hudl. Organization acknowledges that delivery of Hardware may be subject to import/export laws, and Organization agrees to promptly provide Hudl with any information reasonably requested by Hudl with respect to compliance with such import/export laws. Hudl is not responsible for any delay in delivery due to import/export laws or any acts or omissions of Organization. Organization agrees not to move or use such Hardware outside of the country for which it was sold. Hudl reserves the right to reschedule or cancel some or all of an Order as necessary due to import/export laws. Unless otherwise provided in the Order, an Order may not be rescheduled or cancelled by Organization for any reason. Hudl is not liable for any non-delivery of Hardware unless Organization provides Hudl with written notice of non-delivery within five (5) business days of the date on which the Hardware should have been received in the ordinary course of events. Hudl’s sole liability for non-delivery of the Hardware will be limited to replacing the Hardware within a reasonable time or adjusting the invoice to reflect the actual quantity delivered.
2. Title. Risk of loss passes to Organization upon delivery of the Hardware to Organization or its designated recipient(s) at the Delivery Point (delivery determined according to the applicable Incoterms (“Delivery”)). Title to the Hardware (excluding any Embedded Software) passes to Organization upon Delivery.
3. Inspection; Nonconforming Hardware. Organization shall inspect the Hardware within thirty (30) days of shipment (“Inspection Period”). Organization will be deemed to have accepted the Hardware unless it notifies Hudl in writing of any Nonconforming Hardware during the Inspection Period and furnishes such written evidence of other documentation as reasonably required by Hudl. “Nonconforming Hardware” means Hardware that is not as described in the Order. If Organization timely notifies Hudl of any Nonconforming Hardware, Hudl will, in its sole discretion, (i) replace such Nonconforming Hardware with conforming Hardware or (ii) credit or refund the Fees associated with such Nonconforming Hardware, together with any reasonable shipping and handling expenses incurred by Organization in connection therewith. Organization will ship, at its expense and risk of loss, the Nonconforming Hardware (in the original packaging or in equally protective packaging) to the address identified by Hudl to Organization in any return instructions. If Hudl exercises its option to replace Nonconforming Hardware, Hudl will, after receiving Organization’s shipment of Nonconforming Hardware, ship to Organization the replaced Hardware to the Delivery Point, at Organization’s expense and risk of loss. Organization acknowledges and agrees that the remedies set forth in this Section 3 are Organization’s exclusive remedies for the delivery of Nonconforming Hardware.
4. Hudl Warranties. Hudl warrants to Organization that the Hudl Hardware shall be free from defects in material and workmanship for twelve (12) months following Delivery of the Hudl Hardware to Organization (“Warranty Period”). The warranty in this Section 4 shall not apply where such Hudl Hardware has been misused, abused, damaged, improperly handled, used contrary to any instructions issued by Hudl, or used in abnormal environmental conditions or where such Hudl Hardware has been reconstructed, repaired, or altered by a Person other than Hudl. Except where prohibited by Applicable Law, this warranty is nontransferable and is limited to the original purchaser and the country in which the product was purchased. This warranty gives Organization specific legal rights, and Organization may also have other rights, including a longer warranty duration that may vary under local laws. With respect to any breach of the warranty set forth in this Section 4, Hudl shall, in its sole discretion, either: (i) repair the Hardware using either new or refurbished parts, (ii) replace the Hardware with new or refurbished Hardware, or (iii) credit or refund the price of such Hardware, provided that, if Hudl so requests, Organization shall return such Hardware (in the original packaging or in equally protective packaging) to Hudl, at Hudl’s expense and to the address specified by Hudl in any return instructions. The limited warranty set forth in this Section 4 applies to any repair, replacement part, or replacement Hardware for the remainder of the original warranty period. All replaced Hardware as well as any parts and other Hardware for which a refund is given shall become Hudl’s property. Organization’s remedies under this Section 4 are conditioned on Organization notifying Hudl, in writing, of any alleged claim under this Section 4 before the expiration of the Warranty Period and on Hudl’s reasonable determination that such Hudl Hardware is defective. The remedies set forth in this Section 4 shall be Organization’s sole and exclusive remedy and Hudl’s sole liability for any breach of the limited warranty set forth in this Section 4. For purposes of this Hardware Addendum and the Organization Terms, any accessories included with or provided for use with Hudl Hardware, including without limitation, tripods, external batteries, vests and any device or equipment that is not permanently attached to the Hudl Hardware shall be deemed “Non-Hudl Hardware”.
5. Disclaimer. EACH PARTY AGREES THAT IN ENTERING INTO THIS HARDWARE ADDENDUM 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 SECTION OF THIS HARDWARE ADDENDUM. ORGANIZATION ACKNOWLEDGES AND AGREES THAT NON-HUDL HARDWARE IS SUBJECT TO SEPARATE WARRANTIES PROVIDED BY ITS MANUFACTURER(S) AND THAT THE WARRANTIES IN SECTION 4 OF THIS HARDWARE ADDENDUM DO NOT APPLY, AND HUDL STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT, TO NON-HUDL HARDWARE. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS HARDWARE ADDENDUM: (A) ORGANIZATION ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE HARDWARE 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 HARDWARE, OR ANY ACTIONS TAKEN BY HUDL OR ITS AFFILIATES AT ORGANIZATION’S DIRECTION; (C) NO WARRANTY OF ANY KIND THAT THE HARDWARE 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 HARDWARE ADDENDUM; AND (E) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4, THE HARDWARE IS PROVIDED TO ORGANIZATION ON AN “AS IS” BASIS. HUDL ASSUMES NO RESPONSIBILITY FOR THE PROPER INSTALLATION AND USE OF THE HARDWARE. IT IS ORGANIZATION’S AND ITS AUTHORIZED USERS’ SOLE RESPONSIBILITY TO PROPERLY INSTALL AND USE THE HARDWARE ACCORDING TO THE INSTRUCTIONS THAT ACCOMPANY THE HARDWARE; TO MAINTAIN SAFE OPERATION OF THE HARDWARE; AND TO EXERCISE REASONABLE STANDARDS OF CARE AND CAUTION AT ALL TIMES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORGANIZATION AGREES TO INDEMNIFY HUDL FOR ANY THIRD-PARTY CLAIM RESULTING FROM ORGANIZATION’S FAILURE TO INSTALL AND USE THE HARDWARE ACCORDING TO THE ACCOMPANYING INSTRUCTIONS.
6. Embedded Software. The Hardware may have proprietary software installed on it (“Embedded Software”). Embedded Software shall be deemed Software.
7. Voluntary Replacement If the Hudl Hardware is damaged or otherwise unable to run the Hardware-Enabled Software during the Term of any Agreement for which Organization has contracted to pay for Hardware-Enabled Software and such damage is not otherwise covered in Section 4 to this Hardware Addendum, Hudl may, in its sole discretion, replace or repair such Hudl Hardware. Organization acknowledges and agrees that such replacement may be accomplished with refurbished parts. Organization further acknowledges and agrees that Hudl may require Organization to pay for shipping or the cost of such repairs, if Hudl reasonably determines that the damage is due to Organization’s negligence, recklessness or intentional actions. If Hudl makes a determination to charge for shipping or repairs, Hudl will inform the Organization before incurring such costs. Any repaired or replaced Hardware or part will be subject to the same legal terms as the original Hardware. For purposes of this Section 7, “Hardware-Enabled Software” means any Software or Service that is purchased on a recurring basis and that is necessary to utilize any Hudl Hardware, including without limitation, the Hudl Focus camera.
8. 4G Terms. If the Hudl Hardware includes 4G data capabilities, Organization agrees that the 4G Terms found at https://www.hudl.com/legal/agreements/wireless-data (the “4G Terms”) will apply to such wireless data capabilities and that Hudl may update the 4G Terms upon 30 days’ notice by providing email notice of such change to the Team Admins on Organization’s account.
Updated 15 Dec 2022