Unity Professional Services Additional Terms
Last updated: March 31, 2020
These Additional Terms (“Professional Services Terms”) govern your purchase of Unity’s Professional Services, and constitute a binding legal agreement between you and Unity. These Professional Services Terms supplement and incorporate the Unity Terms of Service.
By purchasing Professional Services from Unity, you agree that you understand, and are legally bound to comply with, these Professional Services Terms. For clarity, if you purchase Professional Services on behalf of a company, organization or other legal entity, you represent and warrant that you have the authority to bind that legal entity to the Professional Services Terms and, in such event, “you” and “your” will refer and apply to that legal entity. If you do not or cannot accept these Professional Services Terms, you are not authorized to receive the benefit of the Professional Services.
1. Professional Services
Offerings. Unity offers standard and custom Professional Services packages to be performed by Unity's Professional Services Personnel at mutually agreed dates, times and locations.
If you purchase Professional Services that are designated in Unity’s systems as “standard” (i.e., any Professional Services made generally available to Unity customers), such Professional Services and any accompanying Deliverables are subject to the applicable Services Description found here.
If you wish to purchase a customized offering of Professional Services (i.e., any Professional Services not made generally available to Unity customers), you and Unity will agree to and execute a Statement of Work that describes such Professional Services and any accompanying Deliverables. Each Statement of Work: (a) must be signed by both parties; (b) is subject to and will form a part of these Professional Services Terms; (c) will be subject to such additional terms and conditions as may be set out therein; and (d) will outline an expected number of Working Days, targeted metrics and/or performance timelines based on mutually-agreed objectives, goals and/or Deliverables. You acknowledge and agree that Working Days, metrics and/or timelines set out in any Statement of Work are estimates and that such estimates may increase where Unity ascertains that additional work is required or where there are any delays caused by you.
Unity will not be required to perform any Professional Services unless and until both parties have signed an Order Form or Statement of Work. Once you have signed an Order Form or Statement of Work, you may not cancel all or part of the Professional Services described therein.
Scheduling. The scheduling details (e.g., date, time, location) for each Professional Services engagement must be mutually agreed between you and Unity and is subject to availability of Professional Services Personnel with the relevant experience and skill set. The parties each agree to arrive promptly at the scheduled time and location.
Professional Services Personnel. Unity will perform Professional Services hereunder through its Professional Services Personnel during regular business hours. Professional Services Personnel will not be required to perform Professional Services on-site at your office for more than four (4) consecutive business days or more frequently than once per calendar month, unless otherwise agreed with Unity. For on-site visits Professional Services Personnel will start travel to your premises on Monday and return to their home location no later than Friday. Visits to your premises on travel days will be provided in the sole discretion of the Professional Services Personnel.
Professional Services Personnel may take medical and holiday leave as specified by their employment or engagement with Unity. Time consumed by medical or holiday leave will not be counted towards any pre-purchased Working-Days.
For long-term Professional Services engagements, Professional Services Personnel may take up to two (2) weeks per calendar quarter for training purposes. Unity agrees to coordinate the scheduling of such training periods with you at least four (4) weeks in advance. Time consumed by these training periods will not be counted towards any pre-purchased Working-Days.
2. Your Obligations
Unity Software and Services. Unless otherwise agreed in writing, you acknowledge and agree that you and your team must have valid, active Unity Software or Unity Services subscriptions, as applicable to your purchase of Professional Services, throughout the Term.
Your Materials and Key Stakeholders. You agree to provide Unity with any of Your Materials required for Unity to perform Professional Services hereunder as well as access to your key stakeholders who are empowered to make decisions concerning the project and future development work. You acknowledge that Unity’s performance of the Professional Services is contingent upon: (a) timely delivery of Your Materials; and (b) availability of your key stakeholders. You agree that any reasonable scheduling or financial impact caused by your failure to deliver Your Materials on time or make key stakeholders available to Unity will be treated as a Change Request, subject to Section 4 (Modification of Professional Services) below.
Your Materials include, but are not limited to:
You will provide Unity with all relevant information, files, assets, materials and feedback in a timely manner.
You will provide Unity with all relevant minimum technical specifications and define all hardware required to conduct Professional Services at least one (1) week in advance of the start of Professional Services.
You will provide Professional Services Personnel with any additional required hardware not already available to Unity, including test devices, intended for use during the course of Professional Services. All such devices will be returned at the end of the Term.
Source Code Access (where necessary).
You will provide Unity with read or read/write access to your source code repository, as reasonably requested by Unity.
If you are not providing Unity with hardware during the course of Professional Services, then you will provide Unity with your project’s source code no later than one (1) week in advance of the start of Professional Services.
You will provide Professional Services Personnel with communications access (e.g., e-mail addresses) for your applicable technical leadership and access to a shared real-time messaging service (or, in the alternative, you agree to join a Unity-hosted Slack channel).
Location. If Unity agrees to provide Services at a location other than Unity’s own offices, you agree to accept responsibility for the fitness of the facilities for the Services, including but not limited to renting/leasing any third-party location, ensuring Internet access is available both to Unity's Professional Services Personnel and your staff, ensuring that Professional Services Personnel are authorized to enter the selected location, ensuring availability of all necessary technical equipment (like computers and other devices), providing access to your key stakeholders in the project(s) and making other reasonable arrangements to assure successful completion of Services at the location.
Scheduling a Prepaid Pool of Working Days. If you have purchased a prepaid pool of Working Days, you acknowledge and agree that: (a) it is your responsibility to contact Unity to schedule each such Working Day at least thirty (30) days in advance; (b) Unity will determine, in its sole discretion, the number of Working Days required to fulfill each of your requests; and (c) as permitted by applicable law, the pool of Working Days must be consumed within twelve (12) months of purchase, or prior to the end of the Term, whichever is sooner. Any Working Days not so scheduled will otherwise expire.
Expenses. Unless otherwise agreed in writing, you will reimburse Unity for all reasonable and customary out-of-pocket travel, lodging and related expenses incurred by Unity in connection with Unity’s performance of Professional Services, including but not limited to travel to and from your location, accommodation and meals during the Professional Services period, and travel to and from any temporary accommodations and/or travel depots. At your request, Unity will furnish you with copies of receipts and other customary documentation for any expenses for which Unity requests reimbursement hereunder.
3. Intellectual Property
Your Rights. While Unity shall be the first owner of copyright in the Deliverables, subject to your payment in full of fees listed in the applicable Order Form or Statement of Work, Unity hereby assigns, and agrees to assign, to you all right, title and interest in and to copyright in the Deliverables, including the right to apply for and receive registrations for that copyright. Accordingly, for all fully paid-up Deliverables, Unity agrees to do all things, and execute such instruments as reasonably required by you to obtain copyright registrations for the Deliverables and vest the same in you. You acknowledge and agree that Unity may (a) use Unity Materials in the course of creating or delivering the Deliverables to you, and/or (b) incorporate Unity Materials into the Deliverables; therefore, for all fully paid-up Deliverables, Unity grants to you a limited, non-exclusive, royalty-free license under Unity’s Intellectual Property Rights only to the extent necessary to enable you to exploit such Deliverables, subject at all times to your compliance with the terms of this Agreement.
Unity’s Rights. You: (a) represent and warrant to Unity that you own or control all rights in and to all information and materials, including Your Materials, provided by you or on your behalf hereunder; and (b) grant to Unity and its subcontractors a non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide, license to make, use, modify, reproduce and prepare derivative works of such information and materials solely for the purpose of performing Professional Services for you hereunder.
You acknowledge and agree that Unity owns or controls all Intellectual Property Rights in and to the Unity Materials used during Unity’s performance of Professional Services. You will not reverse engineer, decompile, or otherwise attempt to derive source code from any portions of the Unity Materials. Nothing shall be construed to preclude Unity from developing, marketing, using, licensing, modifying or otherwise freely exploiting any services or materials that are similar to or related to the Professional Services provided hereunder. Unity reserves all rights not expressly granted to you herein.
4. Modification of Professional Services
Change Requests. Either you or Unity may request to modify a material provision of a Statement of Work by submitting a Change Request.
You agree to provide Unity with timely updates of any changes in requirements, delivery schedule or other project-related information that may impact Unity’s delivery of Professional Services. Upon receipt of your Change Request, Unity will estimate the financial and schedule impact, if any. The parties will review these estimates to determine whether the Change Request and its impact are mutually acceptable. If the parties agree on the Change Request, Unity will attach the final Change Request to the applicable Statement of Work.
Rescheduling. For clarity, all purchases of Professional Services are non-cancellable. You agree to notify Unity in writing of your intent to reschedule any previously scheduled Professional Services. In the event you notify Unity of your intent to reschedule all or part of the Professional Services, Unity may invoice, and you will pay, all non-refundable travel and living expenses associated with such previously scheduled Professional Services incurred before receiving your rescheduling notice. In the event you notify Unity of your intent to reschedule Professional Services less than fourteen (14) calendar days prior to the date such Professional Services are scheduled to begin, you will forfeit such Professional Services.
The parties agree to hold each other’s Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, and not to disclose it to others. Recipient agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. All Confidential Information, if any, is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
Either you or Unity may from time to time provide Feedback to the other party. Feedback is entirely voluntary and, if given, is provided without any representations or warranty of any kind. Provided the party receiving Feedback hereunder does not disclose the other party’s Confidential Information in violation of this Section 5, such party is free to act on such Feedback with no obligation to the other party.
6. Term and Termination
This Agreement starts on the date you purchase Professional Services pursuant to an Order Form or Statement of Work and, unless terminated earlier in accordance with this Agreement, will remain in force and effect for the duration of the Term.
In addition to the parties’ respective termination rights set out in Section 7 of the Unity Terms of Service: (a) either party may terminate a particular Statement of Work at any time upon written notice to the other party if the other party breaches any material term of the Professional Services Terms or such Statement of Work (other than non-payment) and fails to cure such breach within thirty (30) days of receiving notice; and (b) Unity may suspend its Professional Services or terminate a Statement of Work upon written notice to you if you fail to pay an invoice when due and do not cure such non-payment within ten (10) days of receiving notice.
You acknowledge and agree that the Deliverables provided hereunder are for your reference and guidance only; you agree to perform proper testing in your environment when using such Deliverables.
“Change Request” means a party’s written request to modify a material provision of a Statement of Work.
“Confidential Information” means any information, materials or knowledge that is disclosed by Discloser to Recipient in the course of Professional Services and concerns Discloser and its business, including but not limited to business plans, roadmaps, financial condition, products, programming techniques, suppliers, technology or research and development. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Recipient; (b) was rightfully in Recipient’s possession at the time of disclosure, without restriction as to use or disclosure; (c) has been rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser.
“Deliverables” means any original work of authorship fixed in a tangible form, including software code, content, and/or other materials, delivered by Unity to you in the scope of the Professional Services, but does not include any Unity Materials embedded in, delivered with, or used in creating such Deliverables. In some cases Unity may provide you with written recommendations in the form of a report; for clarity, such report is not considered a “Deliverable” hereunder.
“Discloser” means a party to these Professional Services Terms that discloses or otherwise makes available Confidential Information to the other party.
“Feedback” means the suggestions, comments or other feedback provided by a party to these Professional Services Terms to the other party with respect to such other party’s Confidential Information or their product or service offerings, including changes, improvements or new functionality or capabilities.
“Intellectual Property Rights” means, collectively, a party’s worldwide patent rights, copyright rights, mask work rights, trade secret rights, know-how, moral rights, and any and all other intellectual property or proprietary rights.
“Order Form” means Unity’s standard ordering document or other mutually agreed ordering document.
“Recipient’ means a party to these Professional Services Terms when it receives Confidential Information from the other party.
“Professional Services” means the specific services to be performed by Professional Services Personnel when performing Professional Services hereunder.
“Professional Services Personnel” means a Unity employee or agent or other third party authorized by Unity to provide Professional Services hereunder.
“Services Descriptions” means the descriptions of Unity’s standard Professional Services offerings found here.
“Statement of Work” means a description of “custom” Professional Services to be performed hereunder that is signed by both you and Unity. Each Statement of Work will include Deliverables, tasks, schedules, fees and other project-specific details (including any related license grants and terms in addition to those already granted hereunder), all as applicable.
“Term” means the period of time starting on the date you purchase Professional Services pursuant to an Order Form or Statement of Work and continuing for the period of time designated in the Services Description or Statement of Work, as applicable..
“Third Party Materials” means materials, including tools that are used to deliver the Professional Services, that are not owned or created by Unity.
“Unity Materials” means any materials developed by Unity: (a) other than in the performance of Services; or (b) in the performance of Services, but which are not unique to your Deliverable(s); or (c) that are generally applicable to the Unity Software, Unity Services or other Unity offerings; or (d) are improvements to any of the foregoing. For clarity, “Unity Materials” includes the Unity Software and other Unity Services.
"Unity Services" means the various cloud and other services offered by Unity, including the services for which you have purchased the Professional Services described in these Professional Services Terms.
“Unity Software” means the subscription software products subscribed to by your team, and for which you have purchased the Professional Services described in these Professional Services Terms.
“Working Day” means eight (8) hours of Professional Services performed by one (1) Professional Services Personnel.
“Your Materials” means any materials, including any Third Party Materials, that you provide to Unity for the performance of Professional Services hereunder or in connection with the Deliverables.