Unity Software License Agreement 4.x
Last updated: July 12, 2013
Summary of Important Use Restrictions
Please Read the Entire Agreement and Definitions Below
Entity Size Restrictions for Unity Free
Unity Free, which include the free platform add-on products, may not be licensed or used by a commercial entity with annual gross revenues (based on prior fiscal year) in excess of US$100,000, or by an educational, academic, non-profit or government entity with a total annual budget for the entire entity (based on prior fiscal year) in excess of US$100,000.
Legal Entities May Not Use Unity Free with Unity Pro
If you are a Legal Entity (of any size), you may not combine or integrate content you develop with Unity Free simultaneously with any content you develop with Unity Pro or any Unity Pro Add-on Products. (See Section 2a)
Legal Entities May Not Use Unity Free with Pro Add-ons for the Same Platform
If you are a Legal Entity permitted to use Unity Free, you may not combine or integrate content you develop with Unity Free platform add-ons simultaneously with any content you develop with Unity Pro Add-On Products for the same platform. This restriction does not prohibit the simultaneous use of Unity Free by a permitted user and Unity Pro Add-On Products for different platforms such as iOS Pro and Unity Free for Android.
One User per License
Commercial and government users must purchase a license for each individual using Unity Pro and any other paid Unity products. For Unity Pro and all other paid Unity products, you may install such products on both a primary and a secondary computer for use only by the same user. You may not use both installations simultaneously. If you purchase educational licenses, you must purchase a license for each computer on which the Software is to be used.
Streaming and Cloud Gaming Restrictions
You may not directly or indirectly distribute interactive Licensee Content by means of streaming or broadcasting where Licensee Content is primarily executed on a server and transmitted as a video stream or via low level graphics render commands over the open Internet to end user devices without a separate license from Unity. This restriction does not prevent end users from remotely accessing Licensee Content from an end user device that is running on another end user device.
Embedded Software Restriction
You may not directly or indirectly distribute Licensee Content installed on more than 1,000 electronic devices or systems if such Licensee Content provides the user interface or primary functionality of such electronic device or system without a separate license from Unity. This restriction does not prevent you from distributing Licensee Content pre-installed on personal computers and consumer electronic devices such as mobile phones, tablets, televisions or set top boxes as long as such Licensee Content does not provide the user interface or primary functionality of such device.
You may not distribute or publish any Licensee Content in connection with any Gambling Activities without a separate license from Unity.
UNITY SOFTWARE LICENSE AGREEMENT VERSION 4.x
Acceptance and Legal Entity Representations
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND UNITY TECHNOLOGIES APS (“UNITY”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.
Unity is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By checking the box with links to this Agreement, clicking “accept” or by downloading, installing or using the Software, you are agreeing that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Legal Entity. If you do not accept all the terms of this Agreement, then Unity is unwilling to license the Software to you, and you must destroy all copies of the Software in your possession or control and so certify by email to Unity within thirty (30) days. If Unity timely receives such certification, Unity shall refund the fees paid.
If you are accepting the terms of this Agreement on behalf of a Legal Entity for use of Unity Free, you represent and warrant that: (i) if the Legal Entity is a commercial entity, the annual gross revenues of the Legal Entity during its prior fiscal year did not exceed US$100,000 (or an equivalent amount in another currency); and (ii) if the Legal Entity is an educational, academic, non-profit or government entity, the total annual budget for the entire Legal Entity during its prior fiscal year did not exceed US$100,000 (or an equivalent amount in another currency). You expressly acknowledge and agree that if the annual gross revenues or annual budget, as applicable, of the Legal Entity during its prior fiscal year exceeded US$100,000 (or an equivalent amount in another currency), then Unity is unwilling to license Unity Free to you, and you must destroy all copies of Unity Free in your possession or control or you must purchase Unity Pro.
1. Grant of License
- Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable fees, Unity grants you a non-exclusive, non-transferable license: (i) to install and execute the executable form of the Software, solely for internal use by a single person to develop Licensee Content; and (ii) if you have licensed a version of the Software other than a trial or educational version, to distribute the runtime portion of the Software, on a royalty-free basis, solely as embedded or incorporated into Licensee Content and solely to third parties to whom you license or sell Licensee Content pursuant to an agreement that is no less protective of Unity and its licensors as this Agreement. You may not sublicense the rights granted under clause (a)(i), but you may sublicense the rights granted under (a)(ii) solely to third parties to whom you license or sell Licensee Content to act as distributors thereof pursuant to an agreement no less protective of Unity and its licensors as this Agreement.
- Copies of Unity Pro and Other Paid Products. You may install Unity Pro and any other paid Unity products on both a primary computer and a secondary computer, solely for your convenience, but only for use by a single person. You may make a single copy of the Software solely for backup or archival purposes. For the sake of clarity, you may only use one installation at any given time. We may in our sole discretion authorize you to install the Software on an additional computer or computers upon deactivation of the Software installed on existing computers.
- Free, Trial and Educational Product Restrictions. If you are using a free, trial or educational version of the Software, you may install the Software on a single computer only. In addition, if you are using an educational version of the Software, your license to use the Software and distribute the runtime portion of the Software in your Licensee Content is limited to educational, non-commercial purposes. If you are using a trial version of the Software, you may not publish or distribute any Licensee Content.
- Unity Free Restrictions. If you are a Legal Entity, you acknowledge and agree that as an express condition to the license rights granted under Section 1(a), you are not permitted to combine or integrate in any manner any Licensee Content developed with Unity Free with any Licensee Content developed simultaneously with Unity Pro. For the avoidance of doubt, (i) if you are a permitted user of Unity Free, you may commence a project using only Unity Free and subsequently upgrade all (but not less than all) of your licenses to Unity Pro, and (ii) any user of the Software may use content licensed from third parties regardless of the version of the Software that was used to develop such third party content.
- Unity Free Add-On Platform Restrictions. If you are a Legal Entity (of any size), you may not combine or integrate content you develop with Unity Free platform add-ons simultaneously with any content you develop with Unity Pro Add-On Products for the same platform. This restriction does not prohibit the use of Unity Free platform add-on by permitted users of Unity Free and Unity Pro Add-on Products for different platforms such as iOS Pro and Unity Free for Android. For the avoidance of doubt, (i) if you are a permitted user of Unity Free, you may commence a project using only a Unity Free add-on platform such as iOS and subsequently upgrade all (but not less than all) of your licenses to iOS Pro, and (ii) any user of the Software may use content licensed from third parties regardless of the version of the Software that was used to develop such third party content.
- Embedded Software Restriction. You may not directly or indirectly distribute Licensee Content installed on more than 1,000 electronic devices or systems if such Licensee Content provides the user interface or primary functionality of such electronic device or system without a separate license from Unity. This restriction does not prevent you from distributing Licensee Content pre-installed on personal computers and consumer electronic devices such as mobile phones, tablets, televisions or set top boxes as long as such Licensee Content does not provide the user interface or primary functionality of such device.
- Streaming and Cloud Gaming Restrictions. You may not directly or indirectly distribute interactive Licensee Content by means of streaming or broadcasting such Licensee Content that is primarily executed on a server and transmitted over the Internet or other network to end user devices without a separate license from Unity. This restriction does not prevent end users from remotely accessing Licensee Content from an end user device that is running on another end user device.
- Gambling Restrictions. You may not distribute or publish any Licensee Content in connection with any Gambling Activities without a separate license agreement from Unity.
- General Restrictions. Except as expressly specified in this Agreement, you may not: (i) copy (except in the course of loading or installing) or modify or create derivative works of the Software; (ii) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the Software to any third party; (iii) make the functionality of the Software available to multiple users or third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services; (iv) use the Software to develop a competing product; or (v) do anything that could cause or result in the Software (including the runtime portion thereof) being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that the Software (including the runtime portion thereof) or other software combined or distributed with the Software be: (A) disclosed or distributed in source code form, (B) licensed for the purpose of making derivative works, or (C) redistributable at no charge. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Unity and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
The Software is licensed, not sold. Unity and/or its licensors retain ownership of the Software including all intellectual property rights therein. The Software is protected by copyright law and international treaties. Unity reserves all rights in the Software not expressly granted to you in this Agreement. You will not delete or in any manner alter any Unity or third-party copyright, trademark or other proprietary rights notices or markings appearing on or in the Software (including the runtime portion thereof).
4. Fees and Taxes
You agree to pay all amounts due for the Software as set forth in the applicable Unity online store cart, quote and/or invoice. All fees payable under this Agreement are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or your receipt or use of the Software, except for taxes based on Unity’s net income. In the event that Unity is required to collect any tax for which you are responsible, you will pay such tax directly to Unity. If you pay any withholding taxes that are required to be paid under applicable law, you will promptly furnish Unity with written documentation of all such tax payments, including receipts.
- You acknowledge and agree the Software (including the Unity runtime in your Licensee Content) may make Internet connections and report information back to Unity to (i) check for Software updates; (ii) provide aggregated usage statistics of your use of the Software and the use of your Licensee Content by end users; and (iii) validate license keys in order to prevent unauthorized use.
- To ensure compliance with this Agreement, you agree that within thirty (30) days from the date of Unity or its authorized representative’s request, you shall provide all pertinent records and information requested in order to verify that your installation and use of any and all Software is in compliance with this Agreement along with a signed verification that all such information is complete and correct. Furthermore, if you are a Legal Entity, Unity or its authorized representatives may upon reasonable prior notice access and inspect your facilities and computer systems to review and verify your compliance with this Agreement. Any such inspection shall be conducted during regular business hours at your facilities or electronically via remote access. In the event you have impermissibly used Unity Free (or other products) or have not paid the applicable fees for all Software you have deployed or used, you agree to promptly pay for such Software and the reasonable inspection costs.
As a licensee of the Software you may contact Unity Support by email via email@example.com in accordance with Unity’s current policies. You also may access the Unity Support resources on the Unity Web site at http://unity3d.com/learn/.
If you have licensed a trial version of the Software, the license granted under this Agreement will remain in effect for a period of 30 days, unless earlier terminated in accordance with this Agreement. For paid in full, perpetual licenses, the license granted under this Agreement will remain in effect unless earlier terminated in accordance with this Agreement. For subscription term based licenses, the license granted under this Agreement is for the applicable term you select, and such license will automatically renew on a month to month basis unless you renew the subscription for a new subscription term or terminate and cancel the license as described on the Unity web site at the time of license purchase. Unity may modify or terminate the subscription term or other Software license offerings at any time. The license granted under this Agreement will automatically terminate, with or without notice from Unity, if you breach any term of this Agreement or fail to pay all fees due for the license. Upon termination, you must at Unity’s option either promptly delete and destroy or return to Unity all copies of the Software in your possession or control. Unity may also disable the Software you have licensed upon expiration of a subscription term license or in the event you breach this Agreement.
8. No Warranty
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. UNITY AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UNITY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. Limitation of Liability
UNITY AND ITS LICENSORS’ TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT WILL UNITY OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNITY OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
10. U.S. Government Rights
The Software and computer software documentation (“Documentation”) are “commercial items” as that term is defined in the Federal Acquisition Regulation (“FAR”) 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202.If acquired by or on behalf of a civilian agency, the U.S. Government acquires or will acquire the Software and/or Documentation and other technical data subject to the terms of this Agreement as required in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires or will acquire the Software and/or Documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software or technical data.
11. Export Law
You agree to comply fully with all export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
This Agreement will be governed by and construed in accordance with the laws of Denmark, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. Notwithstanding the foregoing, you agree that Unity shall have the right to seek injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Unity’s prior written consent, and any attempt by you to do so, without such consent, will be void. Without limiting the generality of the foregoing, if you are an employee of a Legal Entity, you may not assign or transfer this Agreement or any rights granted hereunder to your employer without Unity’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Unity have executed a separate agreement governing use of the Software. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Unity and will be deemed null.
“Gambling Activities” means any gambling product or service offered in any market or application that is regulated by any local, state or national authority and requires a gambling license.
“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization. Legal Entity includes, without limitation, any government, non-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university.
“Licensee Content” means games, applications, software or other content that you develop with the Software.
“Software” means all 4.x versions and updates of all the Unity software products identified on Unity’s website.
“Unity Free” means the free version of the Unity software, which includes reduced feature versions of the add-on Software products such as those for the iOS, Android, Windows Phone and Windows Store, platforms.
“Unity Pro” means the full featured version of the Unity software.
“Unity Pro Add-On Products” means the full featured versions of the add-on Software products identified on Unity’s website such as those for the iOS, Android, Windows Phone and Windows Store platforms.