Unity Ads - Terms of Service for Advertisers
Last updated: May 24, 2018
These Terms of Service for Advertisers (the “Agreement”) is a binding agreement between you and Unity Technologies Finland Oy (“Unity”) and governs your use of the service made available by Unity for advertising in third-party mobile applications (the “Advertiser Service”). The term “you” (and its variants) as used in this Agreement means, as applicable, either the individual utilizing the Advertiser Service in his or her individual capacity or the company or other entity affiliated with any individual utilizing the Advertiser Service on behalf of that company or other entity. See Section 20 for definitions of certain capitalized terms used in this Agreement.
If you are an individual entering into this Agreement on behalf of a company or other entity, you represent that you are a duly authorized employee or agent of such company or other entity with the authority to enter into this Agreement on behalf of such company or entity. If you are an individual entering into this Agreement on your own behalf, you represent that you are 18 years of age or older and have the legal capacity to enter into and be bound by this Agreement.
BY CLICKING TO ACCEPT THIS AGREEMENT, REGISTERING FOR THE ADVERTISER SERVICE, CREATING A SERVICE ACCOUNT OR UTILIZING ANY PART OF THE ADVERTISER SERVICE, INCLUDING THE SERVICE PLATFORM, IN ANY MANNER, YOU REPRESENT AND AFFIRM THAT YOU HAVE READ, UNDERSTAND, ACCEPT AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO UTILIZE ANY PART OF THE ADVERTISER SERVICE OR THE SERVICE PLATFORM.
You hereby agree as follows:
1. Service Account.
1.1. You agree to provide accurate, current and complete information in connection with registering for the Advertiser Service, any account you create for the Advertiser Service (your “Service Accounts”) and your use of the Service Platform or your use of any other interface related to the Advertiser Service; and to promptly update any such information to keep it accurate, current and complete at all times.
1.2. You are responsible for maintaining the security of all passwords and other credentials issued to or created by you and any of your employees or agents in connection with the Advertiser Service. You are also responsible for any and all activities that occur on, through or under any such credentials or otherwise in connection your Service Accounts and use of the Service Platform, including campaign orders. You agree to immediately notify Unity of any unauthorized use of any of your Service Accounts, passwords or credentials, as well as any other security breach related to your Service Accounts.
2. Campaigns; Ads.
2.1. Subject to the Agreement, you may use the Service Platform to add funds to your Service Account, to specify relevant information for the campaigns you want to order (e.g., budgets, scheduling, territories, bids prices and targeting parameters) and to supply necessary Ad creative (e.g., videos, end cards, playable). Upon ordering a campaign through the Service Platform and sufficiently funding your Service Account with Prepaid Funds (defined below), Unity will endeavor to deliver inventory for your campaign order, subject to inventory availability. You acknowledge that actual budgets, scheduling, bid prices, cost-per-install and delivery targets are not guaranteed and you may be charged for inventory delivered in excess of you budgets. You may modify your campaign information from time to time or cancel any campaign through the Service Platform, provided you acknowledge that it may take up to two (2) business days for any such modification or cancellation to be effective.
2.2. You are responsible for (i) all Ads and other content you provide in connection with the Advertiser Service, including the creatives, trademarks, images, URLs and pixels that comprise your Ads or other content (collectively, your "Ads"), (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all applications, content and properties to which your Ads direct or redirect any user ("Advertiser Properties"), and (iv) all services and products advertised in any Ads or on any Advertiser Properties ("Advertised Goods"). Unity is free to determine the size, placement and positioning of your Ads and the Network Properties in which your Ads are delivered.
2.3. You represent and warrant that the Ads, Advertiser Properties and Advertised Goods (i) will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations and requirements (collectively, "Applicable Law"); (ii) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening, harmful, abusive, harassing, tortuous, vulgar, obscene, pornographic, invasive of another's privacy, subversive, hateful, or racially, ethnically or otherwise objectionable or contrary to public interest, public order, or national harmony; and (iii) could not reasonably be determined to tarnish the goodwill of Unity or any Network Property.
3. Use of the Advertiser Service.
3.1. In connection with your use of the Advertiser Service, you agree to implement and comply with all technical and other requirements for the Advertiser Service (e.g., for conversion tracking or ad tag implementation requirements) communicated to you from time to time by Unity and to provide accurate, current and complete versions of your Ads via the Service Platform or other mechanisms Unity requires. You acknowledge that absent such compliance, Unity may be unable to provide the Advertiser Service to you and the Advertiser Service may operate incorrectly.
3.2. You agree you will not, and you will not enable or authorize any third party to, (i) engage in illegal or fraudulent conduct, including by virtue of the Ads, Advertiser Properties, Advertised Goods or use of the Advertiser Service, (ii) use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Network Properties or the Advertiser Service (including, the Service Platform), (iii) copy, modify or create derivative works of the Advertiser Service or any related technology (including, the Service Platform), (iv) modify or interfere with the Advertiser Service (including, the Service Platform), any systems used for calculating ad engagement or conversions or any Network Properties, (v) provide Ads that contain malware, spyware or any other malicious code or modify or otherwise interfere with the Advertiser Service (including, the Service Platform), any systems used for calculating conversions, any Network Property or any device or system, or (vi) breach or circumvent any security measure of Unity or any third party. Unity may, at any time, for any reason, modify or terminate any part or all of the Advertiser Service (including, the Service Platform) or suspend your ability to use the Advertiser Service (including, the Service Platform). Unity may reject or remove any Ad or suspend or terminate any of your campaigns at any time, for any reason. You acknowledge that Unity does not guarantee that impressions will be displayed on any particular Network Property or appear in any particular position or rank.
3.3. You acknowledge that the Advertiser Service is not available to individual or entities that operate as an agency or that run, provide, enable or promote advertising services and you represent you are not any such individual or entity.
4.1. You will pay for all inventory on a prepaid basis (via PayPal or other payment methods accepted by Unity). All funds paid to Unity ("Prepaid Funds") are non-refundable. Unity will deduct from your Prepaid Funds fees for inventory delivered based on the applicable prices set for you campaign order, amounts for certain taxes and account service fees equal to the balance of any Prepaid Funds not spent within one year. In the event Prepaid Funds are insufficient to cover all fees and other amounts, you agree to immediately fund your Service Account with additional Prepaid Funds sufficient to cover the deficiency. Unity reserves the right to invoice you for applicable fees and other amounts in the event sufficient additional Prepaid Funds are not added to your Service Account within twenty-four hours, which you will be obligated to pay in the currency required by Unity within ten business days. Unity may charge interest on overdue amounts at the lesser of 1% per month or the maximum rate allowed under Applicable Law. You will reimburse Unity for all costs incurred in connection with collection of amounts payable and past due.
4.2. Unity tracking mechanisms will determine if and when inventory is delivered and corresponding fees are accrued. You acknowledge that Unity is not responsible for and you will bear the cost of inventory associated with invalid activity such as starts, views, clicks or installs not arising from human interaction, click fraud and technological issues.
4.3. Unity will deduct from your Prepaid Funds any national, federal, state, local, or other taxes and assessments, including value added taxes and amounts levied in lieu thereof based on charges set, services performed or amounts accrued hereunder. You agree Unity may invoice you for any such amounts if your Prepaid Funds are insufficient to cover such amounts and you will pay such amounts as provided in Section 4.1. Payments made under this Agreement shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges and/or fees imposed by any governmental taxing authority except as required by law. If you are compelled to make any such deduction, you will pay to Unity such additional amounts as are necessary to ensure Unity's receipt of the full amount that Unity would have received but for the deduction.
5. License Grants.
5.1. You grant Unity a worldwide, royalty-free, fully-paid up, transferable and sublicensable right and license to use, distribute, reproduce, modify, publicly perform, publicly display and publish your Ads in inventory placements in Network Properties and as needed to provide the Advertiser Service. You represent and warrant that you own or have all necessary rights (including, all intellectual property and proprietary rights) to your Ads (including, as needed to grant the license above), the Advertiser Properties and the Advertised Goods. Unity will determine the size, placement and positioning of your Ads.
5.2. Subject to your compliance with the terms and conditions of this Agreement, Unity grants you the following limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service Platform in connection with your authorized use of the Advertiser Service, but solely for your own internal use.
As between you and Unity, you acknowledge and agree that Unity owns all right, title and interest (including, all intellectual property and proprietary rights) in and to the Advertiser Service, the Service Platform and the Service Data.
7.1. You agree to provide sufficiently clear, meaningful and prominent notice to, and have the appropriate consents from, all users who engage with your Ads regarding the collection, disclosure, use and security of any information collected by or provided to you in connection with any of your Ads, all in manner and substance that complies with all Applicable Laws.
7.2. You and/or a third-party tracking conversions on your behalf (“Conversion Tracker”) may receive Device Identifiers related to Ads served on your behalf. You represent you will not, and will procure that each Conversion Tracker will not, share Device Identifiers received directly or indirectly from Unity and agree that such Device Identifiers will be used solely for purposes of conversion tracking and will not be shared with any third party.
7.3. You represent and warrant that neither you nor any Conversion Tracker will: (i) collect, use, transmit, combine, merge, join, synch, combine, link, or analyze any personal information, personally identifiable information or sensitive information (as defined under Applicable Laws) with, or otherwise attempt to re-identify, any Device Identifiers received directly or indirectly from Unity; (ii) use Device Identifiers received directly or indirectly from Unity for any purposes other than calculating conversions and frequency capping of Ads; and (iii) use Device Identifiers and other data received pursuant to this Agreement solely on behalf of Advertiser in connection with the Ads, and no other client of Conversion Tracker. Any Conversion Tracker shall not be considered a third party beneficiary hereunder and you will ensure that each Conversion Tracker complies with the restrictions set forth herein. Any Conversion Tracker’s failure to comply with such restrictions will be deemed a breach on your part under this Agreement.
7.4. You may use Service Data directly made available to you by Unity on an aggregated and anonymous basis to access the performance and effectiveness of your Unity advertising campaigns. You agree you will not use any Service Data for any other purpose and that this prohibition means you may not use any Service Data for retargeting, use any Service Data to build, append to or augment any user, device or other profile, sell any Service Data, combine any Service Data with any data obtained by or on behalf of another advertiser or transfer any Service Data to any ad network, ad exchange, data broker or other advertising or monetization service (including transfer of anonymous, aggregated or derived data).
7.5 In addition to the above, you agree the Controller-Controller terms set out here apply in addition to these terms.
8. Additional Representations.
You represent and warrant that: (i) you are not located in a country embargoed by the United States and that you are not on the U.S. Treasury Department's list of Specially Designated Nationals; (ii) you have all necessary, right, power, capacity and authority to enter into this Agreement and to perform the acts required of you under this Agreement; (iii) your use of the Advertiser Service and your Ads will comply all Applicable Laws; (iv) Unity’s exercise of its licenses and rights and performance under this Agreement will not conflict with or violate any agreement applicable to you or otherwise infringe upon the rights of any third party; and (v) you have full right, power and authority to enter into and perform this Agreement and this Agreement is a valid and binding on you.
You are not required to provide Feedback to Unity, but in the event you do so, Unity will own the Feedback. You irrevocably assign to Unity all right, title and interest (including all intellectual property and proprietary rights) in and to any Feedback, which Unity, its affiliates and licensees may exploit without restriction or obligation of any sort.
10. Service Modification.
Unity may modify, suspend or discontinue, temporarily or permanently, all or any part of the Advertiser Service at any time (including any and all features, functionality and availability of any part of the Service Platform) and will not be liable to you or any other party in connection with any such modification, suspension or discontinuance. In addition, Unity may suspend or terminate your Service Accounts and your ability to access or use all or any part of the Advertiser Service and/or the Service Platform, at any time, for any reason.
You agree: (i) not to disclose otherwise make available any Confidential Information to any individual, company or other third party; (ii) to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as you use with respect to your own confidential information of like importance (but in no event less than a reasonable degree of care); (iii) to use Confidential Information only as is necessary for your use of the Advertiser Service in accordance with this Agreement; (iv) all Confidential Information will remain Unity’s exclusive property; and (v) to delete and destroy all Confidential Information in your possession upon written notice from Unity or termination of this Agreement.
Notices to you may be sent by email to the address you provide to Unity or via the Service Platform. Notices to Unity may be sent by email to email@example.com; provided, however, that any notice to Unity concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) must be made in writing and delivered by hand delivery, or by internationally recognized overnight courier service, or by prepaid, certified U.S. mail return receipt requested, to: Unity Technologies, 30 3rd Street, San Francisco, CA 94103, USA, Attn: Legal Department.
13. Warranty Disclaimer.
THE ADVERTISER SERVICE, THE Service Platform AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE ADVERTISER SERVICE ARE PROVIDED BY UNITY ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. UNITY DOES NOT WARRANT THAT THE ADVERTISER SERVICE, THE SERVICE PLATFORM, ANY NETWORK PROPERTY OR ANY PART OF ANY OF THE FOREGOING WILL OPERATE UNINTERRUPTED OR ERROR-FREE. UNITY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE ADVERTISER SERVICE, THE SERVICE PLATFORM, THE SERVICE DATA, the NETWORK PROPERTIES AND THE INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH any of the foregoing, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT UNITY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOu ACKNOWLEDGE AND AGREE THAT you have RELIED ON NO WARRANTIES. 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.
14. Limitation of Liability.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, UNITY AND ITS AFFILIATES TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FROM ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO ANY PART OF, OR IN CONNECTION WITH, THE ADVERTISER SERVICE, THE SERVICE PLATFORM, THE SERVICE DATA, ANY NETWORK PROPERTIES AND/OR THIS AGREEMENT, UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE LESSER OF THE AMOUNTS PAID BY YOU IN CONNECTION WITH THE ADVERTISER SERVICE IN THE MOST RECENT THIRTY DAYS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR ONE HUNDRED U.S. DOLLARS (USD $100). EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL UNITY OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR (I) ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) DAMAGES FOR OR RELATING TO LOSS OF DATA, BUSINESS, REVENUES OR PROFITS OR (III) DAMAGES FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER OR NOT UNITY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
You will indemnify, defend and hold harmless Unity and its affiliates and business partners, and any of their respective directors, officers, employees, agents, contractors and licensees, from and against any and all claims, demands, causes of action, settlement costs and damages awarded, including reasonable attorney’s fees, arising from any third-party claim based upon or otherwise arising out of: (i) any claim alleging facts that would constitute a breach of any of your representations, warranties or obligations in this Agreement; (ii) any claim relating to any of the Ads, Advertiser Properties or Advertised Products or your use of the Advertiser Service; and (iii) any negligent act or willful misconduct by you or any party acting on your behalf. At Unity’s option, you will assume control of the defense and settlement of any claim subject to indemnification by you (provided that, in such event, Unity may at any time elect to take over control of the defense and settlement of any such claim). In any event, you may not settle any claim without Unity’s prior written consent.
16. Choice of Law; Arbitration.
This Agreement is 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. Except as set forth below, 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 arbitration. The parties agree to arbitrate all disputes 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. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND UNITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in any court to enforce its intellectual property or other proprietary rights (including, to seek injunctive relief) or otherwise to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages). If you reside (or your principal place of business is) within the United States and the parties have an intellectual property rights dispute, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue the state and federal courts located in San Francisco County, California. If you reside (or your principal place of business is) outside of the United States and the parties have an intellectual property rights dispute, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue the courts located in Copenhagen, Denmark. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
The term of the Agreement will begin upon the earlier of your acceptance of the Agreement or accessing or utilizing any part of the Advertiser Service or Service Panel and will end when terminated by either party. Each party may terminate this Agreement at any time, with or without cause, by providing notice to the other party as set forth in this Agreement. Upon termination, all rights and obligations of the parties under this Agreement will end, except that fees accrued as of the date of termination, all interest thereon and costs of collection must be paid and Sections 1.2, 2.3, 3.2, 4 and 6 through 20 will survive termination.
18. Amendment; Modifications.
Unity may modify this Agreement at any time in its sole discretion by posting a change notice on the Service Platform or at https://unity3d.com/legal or otherwise notifying you (including, via email). If any modification is unacceptable to you, your only remedy is to cease using the Advertiser Service and terminate this Agreement. Your continued use of the Advertiser Service or the Service Platform following such notice will constitute your acceptance of the modified Agreement.
The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” This Agreement sets forth the entire agreement between Unity and you related to the subject matter hereof and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter. This Agreement, and any rights and licenses granted hereunder, may not be delegated, transferred or assigned by you without Unity’ prior written consent, and any attempt to do so in breach of the foregoing will be null and void. Unity may freely transfer or assign any or all of its rights and obligations associated with this Agreement at any time. This Agreement will inure to the benefit of and be binding upon each party’s respective successors and assigns. Unity and you are independent contractors, and neither Unity nor you are an agent, representative or partner of the other. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions will remain in full force and effect. Neither party shall be responsible for failure to perform any obligations hereunder (other than the obligation to pay amounts due) due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents performance. The use of headings herein is for convenience only and shall not be used to interpret this Agreement.
20.1. “Ad” means any advertisement provided, presented or delivered by from you in connection with the Advertiser Service, including, the content (e.g., text, graphics, images, audio and video), format, logos, trademarks, brand features and information included in any such advertisement.
20.2. “Confidential Information” includes any and all nonpublic information related to or derived from the Advertiser Service, including Service Data and all pricing information, targeting criteria, campaign information and performance metrics collected, provided or derived in connection with the Advertiser Service or any Ads.
20.3. “Device Identifiers” means Apple IDFAs and Android Advertising IDs.
20.4. “Feedback” as used in this Agreement means any ideas, suggestions or other feedback you provide to Unity or any of its affiliates regarding improvements to or additional features or functionality for the Advertiser Service or any of the Advertiser Service Assets, including, suggestions and feedback you post to the Site or other forums or properties owned or maintained by Unity or its affiliates.
20.5. “Network Property” means a third-party mobile application in which Ads may be delivered through Unity’s advertising network.
20.6. “Service Data” means any data collected, received or derived from Ads or otherwise in connection with the Advertiser Service, including data collected through pixels in your ads.
20.7. “Service Platform” means the (i) interface, online campaign administration and reporting platform made available to you in connection with the Advertiser Service (currently available at https://unityads.unity3d.com/admin/#/ and https://dashboard.unityads.unity3d.com/), including all webpages, subpages, content and information related to the Advertiser Service accessible therefrom) and (ii) APIs made available to you for creation, submission and delivery of Ads you with to run via the Advertiser Service.