Hudl Streaming Terms

These Hudl Streaming Terms (the “Hudl Streaming Terms”) are an addendum to, and incorporated into by this reference, (a) the written agreement entered into between Hudl and Organization or, if no such written agreement exists, (b) the Organization Terms of Service (in either case, the “Organization Terms”) and are entered into between Organization and Hudl as of the Effective Date (defined below). Organization is also subject to the AUP. Any capitalized terms not defined below have the meaning given to them in the Organization Terms.

These Hudl Streaming Terms are effective between Organization and Hudl as of, the earlier of, the date of Organization accepting these Hudl Streaming Terms or using the Hudl Steaming Service (the “ Effective Date”).

When using the Hudl Streaming Service, Organization shall be subject to any posted guidelines or federal, state, and local regulations applicable to such services, which may be published when applicable. All such guidelines or rules are hereby incorporated by reference into these Hudl Streaming Terms.

1. Description of Service

a. The Hudl Streaming Service includes, among other things, streaming, audio and video publishing software, hosted content distribution tools, and technological feature subscriptions (the “ Hudl Streaming Service”). The Hudl Streaming Service includes all updates.

b. The Hudl Streaming Service may include certain communications from Hudl, such as service announcements, administrative messages, and messages relating to updates to Organization’s profile. These communications are part of Organization’s membership and Organization cannot opt out of receiving them.

c. Unless explicitly stated otherwise, any new features that augment or enhance the current Hudl Streaming Service, shall be subject to these Hudl Streaming Terms.

d. The Hudl Streaming Service is provided “AS IS” and Hudl assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store any user communications or personalization settings. Organization is responsible for obtaining access to the Hudl Streaming Service, and that access may involve third-party fees (such as internet service provider or airtime charges). Organization is responsible for those fees. In addition, Organization must provide and is responsible for all equipment necessary to access the Hudl Streaming Service.

2. Registration Obligations; Account, Password, and Security.

a. Organization will provide accurate, current, and complete information as prompted by the Hudl Streaming Service’s registration form and online account settings (the “Registration Data”) and will maintain and promptly update the Registration Data to keep it accurate, current, and complete. Organization will create a password and account designation during the Hudl Streaming Service registration process.

b. Organization is responsible for maintaining the confidentiality of its Registration Data and is fully responsible for all activities that occur under Organization’s account. Organization will promptly notify Hudl of any unauthorized use of account or any other breach of security. Organization will train its Authorized Users to exit from Organization’s account at the end of each session. Hudl is not liable for any loss or damage arising from Organization’s failure to comply with this Section.

3. Organization Conduct

a. Organization understands that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Customer Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Customer Content originated. This means that Organization, and not Hudl, is entirely responsible for all Customer Content that Organization uploads, posts, emails, transmits, or otherwise makes available via the Hudl Streaming Service. Hudl does not control Customer Content posted via the Hudl Streaming Service and, as such, does not guarantee the accuracy, integrity, or quality of such Customer Content. Hudl is not liable in any way for any Customer Content, including, but not limited to, any errors or omissions in any Customer Content or any loss or damage of any kind incurred as a result of the use of any Customer Content posted, emailed, transmitted, or otherwise made available via the Hudl Streaming Service.

b. Organization agrees to not use the Hudl Streaming Service to:

i. upload, post, email, transmit, or otherwise make available any Customer Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

ii. harm minors in any way;

iii. impersonate any person or entity, including, but not limited to, a Hudl official, administrator, or user or falsely state or otherwise misrepresent Organization’s affiliation with a person or entity;

iv. forge graphics, headers or otherwise manipulate identifiers to disguise the origin of any Customer Content transmitted through the Hudl Streaming Service;

v. upload, post, email, transmit, or otherwise make available any Customer Content that Organization does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

vi. upload, post, email, transmit, or otherwise make available any Customer Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights (“Rights”) of any party;

vii. upload, post, email, transmit, or otherwise make available any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

viii. interfere with or disrupt the Hudl Streaming Service or servers or networks connected to the Hudl Streaming Service or disobey any requirements, procedures, policies, or regulations of networks connected to the Hudl Streaming Service;

ix. intentionally or unintentionally violate any applicable local, state, national, or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force or law;

x. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

c. Organization acknowledges that Hudl may or may not pre-screen Customer Content, but that Hudl and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Customer Content that is available via the Hudl Streaming Service. Without limiting the foregoing, Hudl and its designees shall have the right to remove any Customer Content that Hudl believes, in its sole discretion, violates the Hudl Streaming Terms, the Organization Terms, the AUP, any Order, or is otherwise objectionable.

d. Organization agrees that it must evaluate, and bear all risks associated with the use of any Customer Content, including any reliance on the accuracy, completeness, or usefulness of such Customer Content. In this regard, Organization acknowledges that it may not rely on any Customer Content created by Hudl or submitted to Hudl, including without limitation information in Hudl forums, competitions, and in all other parts of the Hudl Streaming Service.

e. Organization acknowledges, consents, and agrees that Hudl may access, preserve, and disclose Organization’s account information and Customer Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Hudl Streaming Terms, the Organization Terms, the AUP, or an applicable Order; (c) respond to claims that any Customer Content violates the rights of third parties; (d) respond to Organization’s request for customer service or technical support; or (e) protect the rights, property, or personal safety of Hudl or its Affiliates and either of their users or customers, and the public.

f. Organization understands that the technical processing and transmission of the Hudl Streaming Service, including Organization’s Customer Content, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connection networks or devices.

g. Organization understands that the Hudl Streaming Service and software embodied within the Hudl Streaming Service may include security components that permits digital materials to be protected, and that use of these materials is subject to usage rules set by Hudl and/or content providers who provide content to the Hudl Streaming Service. Organization shall not attempt to override or circumvent any of the usage rules embedded into the Hudl Streaming Service. Any unauthorized reproduction, publication, further distribution, or public exhibition of the materials provided on the Hudl Streaming Service, in whole or in part, is strictly prohibited.

4. Interstate Nature of Communications using the Hudl Streaming Service

a. When Organization registers for the Hudl Streaming Service, Organization acknowledges that in using the Hudl Streaming Service to send electronic communications (including, but not limited to, email, search queries, uploading photos and files to the Hudl media manager, and other internet activities), Organization will be causing communications to be sent through Hudl’s computer networks, portions of which are located across the United States and abroad.

b. Communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where Organization is physically located at the time of transmission. Accordingly, by agreeing to these Hudl Streaming Terms, Organization acknowledges that use of the Hudl Streaming Service results in interstate data transmissions.

5. Special Admonitions for International Use

a. Recognizing the global nature of the Internet, Organization agrees to comply with all local rules regarding online conduct and acceptable Customer Content. Specifically, Organization agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Organization resides.

6. Customer Content Submitted or Made Available for Inclusion on the Hudl Streaming Service

a. As a Hudl Streaming Services user, Organization may submit Customer Content to the Hudl Streaming Service (“ Content Submissions”). However, the following terms and conditions apply to Content Submissions:

i. Hudl does not claim ownership of any Content Submissions that Organization makes available for inclusion on the Hudl Streaming Service.

ii. Organization shall be solely responsible for any Content Submissions and the consequences of posting or publishing them. In connection with any Content Submissions, Organization affirms, represents, and/or warrants that: Organization owns or has the necessary licenses, rights, consents, and permissions to use and authorize (and Organization hereby authorizes and grants a license to) Hudl and its Affiliates and media partners to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all Content Submissions to enable inclusion and use of the Content Submissions in the manner contemplated by Hudl pursuant to these Hudl Streaming Terms, the Organization Terms, and any content sharing agreement between Hudl and one of its media partners.

iii. In connection with any Content Submissions, Organization further agrees that it will not submit material that is copyrighted, protected by trade secret, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless Organization is the owner of such rights or have permission from their rightful owner to post the material and to grant Hudl and its media partners all the license rights granted herein.

iv. Hudl does not endorse any Content Submissions, or any opinion, recommendation, or advice expressed therein, and Hudl expressly disclaims all liability in connection with such Content Submissions. Hudl does not permit copyright infringing activities and infringement of intellectual property rights on the Hudl Streaming Service, and, with proper notification, Hudl will remove all Content Submissions that infringe on another’s intellectual property rights. Hudl reserves the right to remove all Content Submissions without prior notice.

7. No Resale of Hudl Streaming Service

a. Organization agrees not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes any portion of the Hudl Streaming Service (including Organization’s Hudl Streaming Service profile), use of the Hudl Streaming Service, or access to the Hudl Streaming Service. Organization may not share or resell its Hudl Streaming Service license(s).

8. General Practices Regarding Use and Storage

a. Organization acknowledges that Hudl may establish general practices and limits concerning use of the Hudl Streaming Service, including without limitation the maximum number of days that streamed or uploaded Customer Content will be retained by the Hudl Streaming Service. Hudl has no responsibility or liability for the deletion or failure to store any Customer Content maintained or transmitted by the Hudl Streaming Service outside of the stated limits. Organization acknowledges that Hudl reserves the right to log off accounts that are inactive for an extended period. Organization further acknowledges that Hudl reserves the right to modify these general practices and limits from time to time.

9. Termination

a. In addition to its rights under the Organization Terms, Organization agrees that Hudl may, under certain circumstances and without prior notice, immediately terminate Organization’s Hudl Streaming Service account and access to the Hudl Streaming Service. Cause for such termination shall include (a) requests by law enforcement or other government agencies, (b) discontinuance or material modification to the Hudl Streaming Service (or any part thereof), (c) unexpected technical or security issues or problems, and/or (d) engagement by Organization in fraudulent or illegal activities.

b. Termination of Organization’s Hudl Streaming Service account may include (a) removal of access to all offerings within the Hudl Streaming Service, (b) deletion of passwords and all related information, files and Customer Content associated with or inside Organization’s account (or any part thereof), and (c) barring of further use of the Hudl Streaming Service. Further, Organization agrees that all terminations for cause shall be made in Hudl’s sole discretion and that Hudl shall not be liable to Organization or any third party for any termination of Organization’s account, any associated email address, or access to the service.

10. Dealings with Advertisers

a. Organization’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Hudl Streaming Service, including payment and delivery of related goods and services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Organization and such advertiser. Organization agrees that Hudl shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Hudl Streaming Service.

11. Links

a. The Hudl Streaming Service may provide, or third parties may provide, links to other World Wide Web sites or resources, either for advertisement purposes or for the distribution of software and/or services. Because Hudl has no control over such sites and resources, Organization acknowledges and agrees that Hudl is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Organization further acknowledges and agrees that Hudl shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

12. Hudl’s Proprietary Rights

a. Organization acknowledges and agrees that the Hudl Streaming Service and any necessary software used in connection with the Hudl Streaming Service (“Hudl Streaming Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Organization further acknowledges and agrees that content contained in sponsor advertisements or information presented by Organization through the Hudl Streaming Service or by advertisers is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Hudl or advertisers, Organization agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Hudl Streaming Service or the Hudl Streaming Software, in whole or in part. Except for the express limited rights set forth herein, no right, title, or interest in the Hudl Streaming Service or any Hudl intellectual property is granted to Organization.

b. Hudl and its Affiliates may use Feedback for any purpose without further approval or acknowledgement, and Organization hereby irrevocably assigns to Hudl all rights in such Feedback throughout the universe in perpetuity.

c. Hudl grants Organization a personal, limited, nontransferable, nonsublicensable and nonexclusive right and license to use the object code of its Hudl Streaming Service that is Software (“ Hudl Streaming Software”), during the subscription term set forth in Organization’s Order, on a single computer for Organization’s own internal use only; provided that Organization does not (and does not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Hudl Streaming Software. Organization agrees not to modify the Hudl Streaming Software in any manner or form, nor to use modified versions of the Hudl Streaming Software, including (without limitation) for the purpose of obtaining unauthorized access to the Hudl Streaming Service. Organization agrees not to access the Hudl Streaming Service by any means other than through the interface that is provided by Hudl for use in accessing the Hudl Streaming Service.

13. Disclaimer of Warranties

a. ORGANIZATION’S USE OF THE HUDL STREAMING SERVICE IS AT ORGANIZATION’S SOLE RISK. THE HUDL STREAMING SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, HUDL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HUDL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE NO WARRANTY THAT (I) THE HUDL STREAMING SERVICE WILL MEET ORGANIZATION’S REQUIREMENTS; (II) THE HUDL STREAMING SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HUDL STREAMING SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY ORGANIZATION THROUGH THE HUDL STREAMING SERVICE WILL MEET ORGANIZATION’S EXPECTATIONS; AND (V) ANY ERRORS IN THE HUDL STREAMING SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HUDL STREAMING SERVICE IS ACCESSED AT ORGANIZATION’S OWN DISCRETION AND RISK, AND ORGANIZATION WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ORGANIZATION’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ORGANIZATION FROM HUDL OR THROUGH OR FROM THE HUDL STREAMING SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE HUDL STREAMING TERMS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE HUDL STREAMING SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE HUDL STREAMING SERVICE. IMMEDIATELY DISCONTINUE USE OF THE HUDL STREAMING SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE HUDL STREAMING SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

14. Limitation of Liability

a. UNLESS AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW, HUDL AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO ORGANIZATION FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HUDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE HUDL STREAMING SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE HUDL STREAMING SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF ORGANIZATION’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE HUDL STREAMING SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE HUDL STREAMING SERVICE.

15. Special Admonition for Services Relating to Financial Matters

a. The Hudl Streaming Service is provided for informational purposes only, and no Customer Content published through the Hudl Streaming Service should be intended for trading or investing purposes. Hudl shall not be responsible or liable for the accuracy, usefulness, or availability of any information transmitted or made available via the Hudl Streaming Service and shall not be responsible or liable for any trading or investment decisions based on such information.

16. Third Party Terms of Service

a. By using any third-party integration provided by Hudl's software or services, Organization expressly agrees to abide by such third party’s terms of service.

17. Streaming

a. Hudl’s streaming service provides unlimited domestic viewership.

b. Unless specifically stated otherwise in the Order, Organization may stream an unlimited number of broadcasts. Hudl reserves the right to review and restrict use that is deemed excessive or abusive of this policy. Notwithstanding the foregoing, the pricing available to Organization for the Hudl Streaming Service is based on the understanding that Organization will only stream Organization’s Contemplated Events. “ Contemplated Events” are those of the same type as the contracting Organization’s purpose. For example, athletic events are the Contemplated Events for an athletic department.

c. Any attempt to share broadcasting services or software licenses with third parties will be considered a breach of contract, and may be subject to penalties up to, and including, immediate and non-refundable termination of service.

d. An ongoing broadcast stream will be automatically stopped after twelve (12) hours. Organization may stream an unlimited number of concurrent broadcasts (ex. streaming volleyball and football at the same time).

e. All live events will automatically be archived after one (1) hour of the completion of the broadcast.

f. Long-term storage may be available for additional fees if Organization desires additional storage. Once Organization has reached its applicable storage limits, Organization will not be able to stream archived broadcasts and such archived broadcasts may be deleted, in Hudl’s sole discretion. Once deleted, broadcasts cannot be streamed or recovered. Organization may; however, download a video file of any broadcast through the vCloud CMS to keep for its own records prior to deletion.

g. In most cases, Organization will retain the right to its own broadcast media; however, in the case that media rights are owned by a third-party (i.e., tournament rights with a collegiate conference or state high school association), Organization may be required to abide by the rules and regulations of the media rights’ holder.

h. Production is the sole responsibility of Organization. Organization acknowledges Hudl’s recommended list of equipment to ensure the highest quality broadcast. Organization is free to use its own equipment; however, Hudl cannot ensure the highest quality broadcast with unsupported equipment.

i. Hudl cannot be held responsible for Organization’s Internet connection strength. Hudl can advise Organization on the appropriate coverage & bandwidth required but maintaining a network to successfully use the Hudl Streaming Service is entirely the Organization’s responsibility.

j. Organization may upgrade its Hudl Streaming Service or add additional features at any time. Mid-term upgrades and/or additional features will be charged at a prorated schedule for the first year. Organization may not downgrade or remove previously contracted additional features until agreement renewal.

18. Revenue Share Details

a. Paywall Revenue. The Hudl Streaming Service allows for discretionary Paywall controls, including options to pay-per-view, pay-per-download, or purchase streaming subscriptions (collectively, “ Paywalls”). Revenue generated using Paywalls, less any applicable transaction processing fees, including without limitation credit card processing fees, refunds, and taxes, is included in the gross revenue sharing calculations (“Shared Revenue”). In the event a third-party owns the media rights to the streamed content, additional fees or variable arrangements may apply. Notwithstanding the foregoing, Hudl reserves the right to charge viewers an additional service fee in connection with any Paywalls in Hudl’s sole discretion. Such additional service fees do not constitute Shared Revenue. If Organization has any questions regarding the media rights ownership of the content it is streaming, please contact Hudl support. Paywalls are subject to the following restrictions:

i. Live and archived broadcasts must be purchased on an individual-basis for a minimum of $8.00 per event. Organization may elect to provide its content under an annual All-Access pass with a minimum of $75.00 per year and/or a monthly subscription with a minimum of $15.00 per month. “All-Access” passes include only an individual Organization’s content. These required minimums apply unless Organization’s applicable Order expressly provides otherwise.

b. Organization-Sourced Advertising Revenue. Organization can also generate revenue by sourcing and then manually inserting such Organization-sourced advertisements using production tools or the Hudl Streaming Service, including but not limited to, video clip insertion or graphic overlay features (“ Organization-Sourced Advertising”). Revenue generated from Organization-Sourced Advertising belongs to the Organization and Hudl makes no claim to revenue generated from Organization-Sourced Advertising.

c. Hudl-Sourced Advertising Revenue. Organization or Hudl may insert pre-roll, mid-roll, or display advertisements provided or hosted by Hudl (including advertisements Hudl provides, hosts, or generates using third parties) (collectively, “Hudl-Sourced Advertising”). Revenue generated from Hudl-Sourced Advertising belongs to Hudl and is not subject to any revenue sharing. For the sake of clarity, Organization has no right to any revenue generated from Hudl-Sourced Advertising.

19. Revenue Share Payment Details and Requirements

a. Shared Revenue will be allocated between Organization and Hudl in accordance with the Customer Rev Share percentage delineated in Organization’s applicable Order. Shared Revenue payable to Organization (“ Shared Revenue Payouts”) may be distributed via check, ACH, or applied as a credit against current or future invoices issued to the Organization by Hudl for the purchase of Products. Regardless of payment type, Hudl requires a current, completed, and signed IRS Form W-9 from Organization before it will make any Shared Revenue Payout. Failure to provide a current, completed, and signed IRS Form W-9 will render Organization ineligible for participation in any revenue sharing program and Organization will not be entitled to any Shared Revenue Payouts.

b. If the Shared Revenue Payout will be made via ACH or check, Organization must provide its contact and payment information via Hudl’s vendor portal. If Organization fails to provide accurate and current information in Hudl’s vendor portal, Organization will receive its Shared Revenue Payout as a credit against current or future invoices issued to the Organization by Hudl for the purchase of Products.

c. Shared Revenue allocations will be calculated on a quarterly basis in accordance with the following schedule: (i) Quarter 1 (January 1- March 31); (ii) Quarter 2 (April 1 - June 30); (iii) Quarter 3 (July 1 – September 30); and (iv) Quarter 4 (October 1-December 31).

d. Shared Revenue Payouts will be paid within sixty (60) days of the close of the applicable quarter unless the total Shared Revenue Payout is less than $250. If the Shared Revenue Payout is less than $250, Hudl will roll the total amount of Shared Revenue attributable to Organization over to the next quarter until the cumulative total Shared Revenue Payout is more than $250. Notwithstanding the foregoing, Hudl will pay out any outstanding Shared Revenue Payout within 60 days of the close of Quarter 2, regardless of amount.

e. If either the Agreement or the Order which includes the Hudl Streaming Service is terminated, Organization is only entitled to its percentage of Shared Revenue which accrued prior to the effective date of termination. For the sake of clarity, Organization is not entitled to any percentage of Shared Revenue accrued after the effective date of termination. Shared Revenue Payouts for Shared Revenue accrued prior to the effective date of termination, will be paid out in accordance with the schedule set forth in these Hudl Streaming Terms.

20. Refunds

a. Viewer refunds will be provided at Hudl’s discretion and in accordance with the Viewer Terms of Use. If a viewer refund is issued, including without limitation refunds issued as a result of credit card disputes, such refunded amounts will be subtracted from the Shared Revenue.