Asset Store Provider Agreement

Last updated: July 31, 2020

1. Background

1.1

The Unity Asset Store is a publicly available site on which Providers can effect the distribution of Assets licensed by them to Customers.

1.2

This Agreement regulates the legal relationship between Provider as a content creator and Unity as the operator of the Unity Asset Store.

1.3

The purpose of the Agreement is to establish the legal framework for the Provider’s distribution of their Assets via Unity's online and in-editor asset store service.

2. Definitions & Interpretation

2.1

For the purposes of this Agreement with pertaining appendices, the below terms shall have the following meanings unless otherwise stated or clear from the context:

"Agreement"

This Asset Store Provider Agreement.

"Assets"

Any (a) software designed in order to facilitate the development of electronic games and digital media; and (b) content (for example – without limitation – computer graphics, including 3D computer graphics, sounds and music), tutorials and other digital materials created in order to become incorporated and embedded components of electronic games and digital media, in accordance with the Unity Asset Store Guidelines in force at any time, and distributed via the Unity Asset Store.

"Brand Features"

Any trade name, trademark, service mark, logo, domain name, and other distinctive brand feature of each Party, respectively, as owned (or licensed) by such Party from time to time.

“Campaign”

Any campaign or promotion via the Unity Asset Store through which licenses for Assets are offered at discounted prices or for free (with respect to Assets for which a fee is normally charged) that is no longer than 31 consecutive days.

"Customer"

Any person, company or other legal entity that will acquire licenses to Assets via the Unity Asset Store.

“Dashboard”

The online dashboard made available to Providers at the Unity Asset Store.

“EULA”

The Asset Store End User License Agreement—i.e., Appendix 1 of the Asset Store Terms of Service and EULA.

“Floor Price”

The minimum price that may be set for a license to a Provider Asset, as indicated by Unity at the Dashboard.

"Provider"

Any person, company or other legal entity who has accepted this Agreement by clicking and who is registered and approved by the Unity Asset Store to distribute Assets in accordance with the terms of this Agreement.

"Party" or "Parties"

Unity and/or Provider.

"Payment Processor(s)"

Any party authorized by Unity to provide payment processing services for payments from Customers to Unity or payments made from Unity to Providers for Assets distributed via the Unity Asset Store.

“Promotion Discounting”

Except where the Provider has opted out at the Dashboard for an Asset at least 31 consecutive days prior to the start of a Campaign involving that Asset, the Unity Asset Store may cause Provider discounting of the price for the license to that Asset by the lesser of (a) a percentage less than %100; and (b) that maximum percentage set by Provider at the Dashboard for that Asset at least 31 consecutive days prior to the start of that Campaign. Discounting for Campaigns that (i) are available to all END-USERS without any eligibility criteria; and (ii) do not offer more than 1 license for 1 Asset at a single price, may only occur at most 2 times per any 12 consecutive month period and no longer than 14 consecutive days each time. The price for affected licenses to Assets may not be changed by Provider at any time during a Campaign or, as indicated by the Unity Asset Store at the Dashboard in its discretion, for 31 consecutive days prior to and/or following the Campaign.

“Program Fund(s)”

Optional, non-refundable contribution by Customer to Provider in connection with the Program.

“Support The Creator Program” or the “Program” 
Program that Unity may initiate, in its discretion, to let Customers contribute Program Funds directly to Providers, in addition to any applicable license fee.  Providers of free and paid Assets will be automatically enrolled in the Program, but will only receive Program Funds if they have provided Unity with a valid Payment Processor account for payment. 

“Taxes”

Any withholding (on income) taxes, sales taxes, VAT, government levies, or the like applicable to license fees or Program Funds.

"Unity"

Unity Technologies ApS, (CVR no. 30 71 99 13) Niels Hemmingsens Gade 24, DK-1153 Copenhagen K, Denmark

"Unity Asset Store"

The Unity Asset Store site operated by Unity.

2.2

Consistent with the EULA, Assets are licensed and not sold. In this Agreement, any references to prices for Assets or the sale/acquisition of Assets are for purposes of convenience only; in all cases this means prices for licenses to Assets or the sale/acquisition of those licenses.

3. Accepting this Agreement

3.1

This Agreement forms a legally binding contract between Provider and Unity, in relation to Provider's use of the Unity Asset Store to distribute Assets. In order to use the Unity Asset Store to distribute Assets, Provider must first agree to this Agreement by checking the box indicating Provider’s acceptance of this Agreement prior to distributing Assets on the Unity Asset Store. Provider may not distribute Assets on the Unity Asset Store if Provider does not accept this Agreement.

3.2

Any person who enters into this Agreement on behalf of Provider represents and warrants that they have full legal authority to bind Provider.

3.3

Provider expressly accepts and agrees that Unity shall be entitled to forward Provider's name, address and other contact details to any third Party that reasonably claims that Provider does not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Provider's Assets. Provider also agrees that the handling of personal data in relationship to the distribution of its assets on the Unity Asset Store is governed by the Controller-Controller Asset Store Addendum found here.

4. Pricing and Payments

4.1

This Agreement covers both licenses for Assets that Provider chooses to distribute for free and for which Provider charges a fee. All fees for licenses for Assets distributed via the Unity Asset Store must be processed by the Payment Processor.

4.2

Provider may set the price for licenses to Provider's Assets in US Dollars (USD), so long as the price is not lower than the Floor Price, and subject to Promotion Discounting. The Unity Asset Store may display to Customers the price of Provider's Assets in USD or other currencies that Unity may consider expedient. Unity may choose to set different prices in other currencies, and shall not be responsible for the accuracy of the prices set, or for currency and conversion rates.

4.3

The prices set under Section 4.2 will determine the amount of payment that Provider will receive. 70 (seventy) percent of the sales price (less any refunds, bank fees related to the transfer to the Provider and less any Taxes) will be remitted by Unity to the Provider; the remaining 30 (thirty) percent will be allotted to and retained by Unity. Without limitation of the foregoing, where a refund is provided by Unity on Provider’s behalf under this Agreement, Unity may deduct and withhold Provider portion of such refund amount from any current Provider balance. Licenses to Provider Assets may be offered via the Unity Asset Store with licenses to other (non-Provider) Assets; in such event, Provider will receive its payment pro rata.  The foregoing percentages shall not apply to applicable Program Funds, 100 (one hundred) percent of which shall be remitted to Provider, less any applicable bank fees or Taxes related to the transfer to Provider. 

4.3.1 PayPal Accounts Paid Monthly. The parties agree that any balance in favor of Provider will be calculated by Unity and made available to Provider via a web page. Unity will use reasonable efforts to pay Provider the applicable balance on a monthly basis as long as Provider provides and maintains a valid PayPal account.

4.3.2 Check or Wire Payments Paid Quarterly. If Provider fails to provide a valid PayPal account, Unity will pay balances above USD 250 to Provider on a quarterly basis by check or wire payment, less applicable bank fees. However, any such account balance of less than 250 USD in favor in of Providerat the end of a calendar quarter will not be paid. Instead, such balance below 250 USD will be carried forward to the following calendar quarter. In the event that the balance for a period of eight consecutive calendar quarters remains below 250 USD, then Unity will pay such balance to Provider, less any bank fees related to the transfer to the Provider. The current applicable bank fees for check or wire payments are set forth in the Asset Store.

4.3.3 Notwithstanding anything else herein, if Provider is an individual and resident in Denmark, provision to Unity of Provider's tax identification number registered with the Danish Central Business Register ("CVR Number") shall be a condition precedent to any payment obligation of Unity's under this Agreement; for greater certainty, (a) unless and until Unity is provided with the Provider's CVR Number, Unity is under no obligation to make any payment to the Provider; and (b) upon being provided with the CVR Number, accrued amounts will become payable hereunder, but no interest will be payable on those amounts.

4.4

4.4.1 Provider is solely responsible for (a) collection and payment of any Taxes on transactions for purchases of licenses for Assets from Provider, including Program Funds; and (b) Taxes on any payments it receives from Unity (or directly from Customers via Program Funds) regardless of which taxing jurisdiction that has jurisdiction concerning such Taxes. For greater certainty, except as otherwise expressly provided by Unity to the contrary, all payments from Unity to Provider are inclusive of Taxes (other than withholding Taxes), and where applicable law requires Unity to withhold any amounts otherwise due to Provider, Unity may withhold such amounts unless Provider tenders to Unity adequate tax documentation supporting lesser withholding Taxes (amounts payable to Provider will not be grossed up on account of withholding Taxes). 

4.4.2 Provider will provide Unity with any and all information and documentation as Unity deems necessary for Unity to account for performance of Provider’s obligations under Section 4.4 and Unity’s own taxation obligations. Without limitation of any other remedies under this Agreement or at law, any Provider failure to provide such information or documentation will be grounds for Unity to suspend payment to Provider under this Agreement indefinitely until provision of such information or documentation. No suspended payment shall accrue or be entitled to any interest of any kind.

4.4.3 Provider agrees that Unity may, at its option and in its sole discretion, provide means for collection and/or payment under sub-paragraph (a) of Section 4.4.1, in whole or in part, on behalf of Provider. For greater certainty, however, Provider agrees that Unity shall not have or accept any liability for taking any such action; further Unity taking any such action shall not relieve Provider of its obligations under Section 4.4, and Provider shall at all times be liable for performance of such obligations. 

4.4.4 If a Customer chooses to contribute Program Funds but Provider has not provided Unity with sufficient Payment Processor information to process Program Funds, Unity may contribute the Program Funds to a charitable organization of its choice.  (For clarity, the terms “donation,” “charitable organization,” and “contribution” are informational only and not intended as tax or legal advice.  Program Funds are taxable and Provider will not be entitled to any tax deduction in connection with the Program.)

4.5

Provider may also choose to distribute Assets for free. If the Asset is free, Unity shall not be entitled to receive the 30 (thirty) per cent listed in Section 4.3 above. Provider may not in the future collect charges from Customers for copies of the Assets that those Customers previously downloaded for free.  Providers distributing Assets for free are still entitled to join any Support the Creator-Program by setting up a Payment Processor account as set forth in this Section 4.  

4.6

Refund Requirements

4.6.1 In addition and without prejudice to the Payment Processor's standard terms and conditions regarding refunds, the following terms apply to Provider's distribution of Assets on the Unity Asset Store:

4.6.2 Provider authorizes Unity to give the Customer a full refund of the price for a license to any Asset on Provider’s behalf if the Customer requests the refund within 2weeks after purchase, and Provider has not provided any refund directly to the Customer, in any of the following circumstances:

(i) the Asset was not as advertised (including any demo made available);

(ii) the Asset is not compatible with the most recent official release of Unity and no information was provided at the Unity Asset Store to indicate that Asset is so incompatible; or

(iii) the Asset includes unauthorized intellectual property.

4.6.3 In the event that a Customer returns any Asset and/or receives a refund, all license rights granted herein terminate and under the EULA and the Customer will be instructed to immediately destroy any and all copies contained on any type of media under the control or possession of the Customer.

4.7

Provider Support

4.7.1 Provider will be solely responsible for support and maintenance of Provider's Assets and any complaints about Provider's Assets. Provider's contact information will be displayed in each Asset detail page and made available to Customers for customer support purposes.

4.7.2 Failure to provide adequate support for Provider's Assets may result in low Asset ratings, less prominent Asset exposure, low sales and billing disputes. In the event of disputes for Assets sold for less than 50 USD, Unity may at Provider's expense decide that the full purchase price shall be refunded to the Customer and charged back in full to the Provider, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Assets sold at 50 USD or more will be handled in accordance with the Payment Processor's standard policy.

4.8

Reinstalls

Provider acknowledges and agrees that Customers that have licensed an Asset will have the ability to access and download the Asset for as long as the Asset is available on the Asset Store. Customer’s use of the Asset shall remain subject to the EULA.

4.9

Donations

4.9.1 Providers of free Assets may request and accept indirect donations for their work, provided that the following conditions are complied with:

4.9.1.1 Donations shall be handled via the Provider’s own payment transaction system on their own website.

4.9.1.2 Provider's free Assets may not have a special enhanced version of this Asset which Provider markets outside of the Unity Asset Store (and thus circumventing the payment in favor of Unity, as specified in 4.3 above.

4.9.1.3 Assets themselves may not explicitly mention, prompt or request donations when embedded in a built Unity project (executable, browser game, etc.) nor in the editor if it uses editor classes.

4.9.1.4 Donation requests shall be mentioned by use of the text: “donations accepted” on the Asset’s Asset Store page/description itself.

5. Use of the Unity Asset Store by Provider

5.1

Except for the license rights granted by Provider in Section 6 below, Unity agrees that it obtains no right, title or interest from Provider (or Provider's licensors) under this Agreement in or to any Asset supplied by Provider, including any intellectual property rights which subsist in those Assets.

5.2

Provider agrees to use the Unity Asset Store only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Denmark or other relevant countries).

5.3

Provider agrees that Provider will protect the privacy and legal rights of Customers. If the Customers provide Provider with, or Provider's Assets access or use, Customer names, passwords, or other login information or personal information, Provider must make the Customers aware that the information will be available to Provider, and Provider must provide a legally adequate privacy notice and protection for those Customers. Further, Provider may only use that information for the limited purposes for which the Customer has given Provider permission to do so. If Provider's Assets store personal or sensitive information provided by Customers, it must do so securely and only for as long as it is needed and in full compliance with any applicable law regarding Provider's access or use of such information. But if the Customer has opted into a separate agreement with Provider that allows Provider or Provider's Asset to store or use personal or sensitive information directly related to Provider's Asset then the terms of that separate agreement and any applicable privacy laws will govern Provider's use of such information.

5.4

Prohibited Actions

Provider agrees that Provider will not engage in any activity with the Unity Asset Store, including the development or distribution of Assets, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to Customers, Unity, payment providers or any network operator.

5.4.1 Provider may not use customer information that Provider has obtained from the Unity Asset Store or Customers acquired via the Asset Store to sell or distribute Assets outside of the Unity Asset Store.

5.5

Non-Compete

5.5.1 Provider may not use the Unity Asset Store to distribute or make available any Asset whose primary purpose is to facilitate the distribution of Assets outside of the Unity Asset Store.

5.6

Provider agrees that Provider is solely responsible for (and that Unity has no responsibility to Provider or to any third party for) any Assets Provider distributes through the Unity Asset Store and for the consequences of Provider's actions (including any loss or damage which Unity may suffer) by doing so.

5.7

Provider agrees that Provider is solely responsible for (and that Unity has no responsibility to Provider or to any third party for) any breach of Provider's obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Unity or any third party may suffer) of any such breach.

5.8

Asset Ratings

5.8.1 The Unity Asset Store will allow Customers to rate Assets. Only Customers who download the applicable Asset will be able to rate it. Asset ratings will be used to determine the placement of Assets on the Unity Asset Store with higher rated Assets generally given better placement, subject to Unity's ability to change placement at Unity's sole discretion. Unity reserves the right to display Assets to Customers in a manner that will be determined at Unity's sole discretion.

5.8.2 Provider's Assets may be subject to ratings to which Provider may not agree. In addition other factors that Unity deems relevant such as (but not limited to) community ratings and Provider's history may influence such ratings. Provider may contact Unity if Provider has any questions or concerns regarding such ratings.

5.9

Marketing Provider's Assets

5.9.1 Provider will be responsible for uploading Provider's Assets to the Unity Asset Store, providing required Asset information to Customers, and accurately disclosing the security permissions necessary for the Asset to function on Customer's equipment. Assets that are not properly uploaded will not be published in the Unity Asset Store.

5.9.2 In addition, Provider will be responsible for updating the Assets with new versions on the Unity platform.

5.10

Restricted Content

5.10.1 Provider shall not distribute via the Asset Store any Asset, including a software development kit, that enables the delivery of services.

5.10.2 Provider agrees that it will not upload, post or otherwise transmit via the Unity Asset Store any Asset or other content, which is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Unity or Unity Asset Store or Customers. In addition any Asset that Provider distributes on the Unity Asset Store must adhere to the Unity Asset Store Guidelines in force at any time, provided that in case of conflict between such Guidelines and this Agreement, this Agreement shall govern. While Unity does not undertake any legal obligation to monitor the Assets or their content, Unity reserves the right to do so, and if Unity is notified by Provider or otherwise becomes aware and determines in its sole discretion that an Asset or any portion thereof that Provider has uploaded to the Unity Asset Store does not adhere to the Unity Asset Store Guidelines in force at any time, then Unity shall be entitled to demand that Provider edits and makes such other changes in the Asset, including – but not limited to – changes in materials and descriptions that form part of the Asset, for example with a view to adapt the Asset to the design of the Unity Asset Store and to avoid any defects in relation to the design of the Unity Asset Store. Finally Unity shall itself be entitled to edit and make such changes in the Asset. In addition Assets may be withdrawn from the Unity Asset Store at any time without prior notice at Unity's sole discretion.

5.10.3 Provider represents and warrants that images and text that are intended to market the Assets that Provider has uploaded to Unity Asset Store are truthful, accurate and does not misrepresent the Asset, for example – without limitation – by way of screen shots that do not match the content of the Asset.

5.10.4 Provider represents and warrants that its Assets shall not contain (a) any software licensed under the GNU General Public License or GNU Library or Lesser General Public License, or any other license with terms that include a requirement to extend such license to any modification or combined work and provide for the distribution of the combined or modified product’s source code upon demand so that Customer content becomes subject to the terms of such license; or (b) any software that is a modification or derivative of any software licensed under the GNU General Public License or Library or Lesser Public License, or any other license with terms similar thereto so that Customer content become subject to the terms of such license.

6. License Grants

6.1

Provider grants to Unity a nonexclusive, worldwide, and royalty-free license to: copy, perform, distribute, modify, display, and use the Assets for administrative and demonstration purposes in connection with the operation and marketing of the Unity Asset Store and Unity's other products.

6.2

Provider grants to Unity a non-exclusive license to distribute the Assets from the Unity Asset Store, including authority for Unity to conclude the sale of Assets to Customers on Provider’s behalf.   Except as set out in Section 4.2 of this Agreement, this license is royalty-free.

6.3

Unity may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Unity. After termination of this Agreement, Unity will not distribute Provider's Assets to Customers that have not previously licensed Provider’s Assets, but may retain and use copies of the Assets in order for Unity to be able to fulfill any obligations towards Customers that will survive the removal of an Asset from the Unity Asset Store (for example reinstalls under Section 4.8).

6.4

Provider grants to Unity a non-exclusive, worldwide license to any Asset that Provider uploads to the Unity Asset Store in any medium now known or hereinafter invented to (a) reproduce, license, and distribute Provider's Assets on Provider’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Assets and the contents thereof for the purpose of demonstrating or promoting Provider's Assets or those of the Unity Asset Store; (c) use any trademarks, service marks or trade names incorporated in Provider's Asset in connection with Provider material; and (d) use the name and likeness of any individuals represented in Provider’s Asset only in connection with Provider's material.

6.5

Provider shall grant to Customers who license any Asset the license as provided in the EULA, unless otherwise agreed in writing by Unity.

6.6

All Assets that Customers license from the Unity Asset Store shall be subject to the EULA, unless otherwise agreed by Unity .

6.7

Provider hereby acknowledges that the applicable EULA for each of the Assets is solely between Provider and the Customer, and Unity shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by Provider or any Customer of any of the terms and conditions of any EULA.

6.8

Provider represents and warrants that Provider has all intellectual property rights necessary for Provider to grant Unity the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Provider's Assets. If Provider uses third-party materials, Provider represents and warrants that Provider has the right to distribute the third-party material in the Assets. Provider agrees that Provider will not submit material to Unity Asset Store that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless Provider is the owner of such rights or has permission from the rightful owner to submit the material.

7. Brand Features and Publicity

7.1

Each Party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither Party grants, nor shall the other Party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other Party.

7.2

Subject to the terms and conditions of this Agreement, Provider grants to Unity and its affiliates a limited, non-exclusive license during the term of this Agreement to display Provider's Brand Features, submitted by Provider to Unity, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Provider's Assets through the Unity Asset Store, or to otherwise fulfill its obligations under this Agreement.

7.3

If Provider discontinues the distribution of specific Assets on the Unity Asset Store, Unity will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Assets' Brand Features, except as necessary to allow Unity to effectuate Section 4.8.

7.4

Nothing in this Agreement gives Provider a right to use any of Unity's Brand Features.

7.5

Publicity

7.5.1 In addition to the license granted in Sections 7.1 and 7.3 above, for purposes of marketing the presence, distribution and sale of the Provider's Asset in the Unity Asset Store, Unity and its affiliates may include Provider's Brand Features, submitted by Provider to Unity:

(i) within the Unity Asset Store and in any Unity-owned online or mobile properties;

(ii) in online or mobile communications outside the Unity Asset Store when mentioned along with other Assets from the Unity Asset Store;

(iii) when making announcements of the availability of the Asset online or on mobile devices;

(iv) in presentations; and

(v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Unity websites, including the Unity Asset Store).

7.5.2 If Provider discontinues the distribution of specific Assets on the Unity Asset Store, Unity will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Assets' Brand Features for such marketing purposes.

8. Asset Takedowns

8.1

Provider's Takedowns

8.1.1 Provider may remove Provider's Assets from future distribution via the Unity Asset Store at any time, but Provider must comply with this Agreement and the Payment Processor's terms of service for any Assets distributed through the Unity Asset Store, including but not limited to refund requirements. Removing Provider's Assets from future distribution via the Unity Asset Store does not (a) affect the license rights of Customers who have previously purchased or downloaded Provider's Assets, (b) remove Provider's Assets from Customers' equipment or from any part of the Unity Asset Store where previously purchased or downloaded Assets are stored on behalf of Customers, or (c) change Provider's obligation to deliver or support Assets or services that have been previously purchased or downloaded by Customers. Notwithstanding the foregoing, in no event will Unity maintain on any portion of the Unity Asset Store (including, without limitation, the part of the Unity Asset Store where previously purchased or downloaded Assets are stored on behalf of Customers) any Asset that Provider has removed from the Unity Asset Store and provided written notice to Unity that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such Asset does not comply with applicable law.

8.1.2 If Provider removes an Asset from the Unity Asset Store pursuant to sub-paragraphs (i), (ii), (iii) or (iv) of Section 8.1.1, and a Customer purchased the license for such Asset within 4 weeks of removal, Provider must, on Customer’s request, refund to the affected Customer all amounts paid by such Customer for such affected licensed Asset, including the 30 (thirty) per cent that Unity has received under Section 4.3, above; in that event, such 30 (thirty) percent will be offset against any future Unity allotments under Section 4.3. If Provider does not provide such a refund on request, Provider authorizes Unity to provide such refund on Provider’s behalf.

8.2

Unity Takedowns

8.2.1 While Unity does not undertake any legal obligation to monitor the Assets or their content, Unity reserves the right to do so, and, if Unity is notified by Provider or otherwise becomes aware and determines in its sole discretion that an Asset or any portion thereof or Provider's Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Unity's hosting policies or other terms of service as may be updated by Unity from time to time in its sole discretion; (d) is being distributed by Provider improperly; (e) may create liability for Unity; (f) is deemed by Unity to have a virus or is deemed to be malware, spyware or have an adverse impact on Unity; (g) violates the terms of this Agreement or the Asset Store Guidelines; or (h) the display of the Asset is impacting the integrity of Unity servers (i.e., Customers are unable to access such content or otherwise experience difficulty), Unity may demand that Provider fixes the Asset. In addition, Unity shall itself be entitled to edit and make changes in the Asset. Finally, Unity shall be entitled to remove the Asset from the Unity Asset Store immediately, or reclassify the Asset at its sole discretion and without any liability. Unity reserves the right to suspend and/or bar any Provider from the Unity Asset Store at its sole discretion.

8.2.2 In the event that Provider's Assets are removed by Unity because it is or is alleged to be defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and a Customer purchased the license for such Asset within 4 weeks of removal, Provider must, on Customer’s request, refund to the affected Customer all amounts paid by such Customer for such affected licensed Asset, including the 30 (thirty) per cent that Unity has received under Section 4.3, above; in that event, such 30 (thirty) percent will be offset against any future Unity allotments under Section 4.3. If Provider does not provide such a refund on request, Provider authorizes Unity to provide such refund on Provider’s behalf.

8.2.3 In addition to the reasons specified in Section 8.2.1 Unity may remove Assets from the Unity Asset Store at Unity's sole discretion after providing 30 days’ notice.

9. Provider's Upgrades of Assets

9.1

Provider will, at no cost to Customers and Unity, supply via the Unity Asset Store any upgrades or otherwise updated versions of all Assets that a Customer has acquired a license to via the Unity Asset Store. For the avoidance of doubt, this Section 9.1 applies (a) only where the upgraded or otherwise updated Asset is the same SKU as prior to the upgrade or other updating; and (b) applies also to any Asset that has been distributed for free via the Unity Asset Store.

10. Privacy, Information and Confidentiality

10.1

In order to continually innovate and improve the Unity Asset Store, Unity may collect certain usage statistics from the Unity Asset Store, including but not limited to, information on how the Unity Asset Store is being used.

10.2

The data collected is examined in the aggregate to improve the Unity Asset Store for Customers and Providers and is maintained in accordance with Unity's privacy policy in force at any time. To ensure the improvement of Assets, Unity may, at its discretion, through provide limited aggregated, anonymous data to the Provider.

10.3

Provider agrees to receive regular email communications from Unity regarding the Asset Store.

11. Terminating this Agreement

11.1

This Agreement will continue to apply until terminated by either Provider or Unity as set out below.

11.2

Provider may terminate this Agreement by ceasing use of the Unity Asset Store and removing any Assets from the Unity Asset Store.

11.3

Unity may at any time, terminate this Agreement if (a) Provider breaches the Agreement; (b) Unity is required to do so by law; or (c) Unity decides to no longer provide the Unity Asset Store.

11.4

Upon termination, all of the legal rights, obligations and liabilities that Provider and Unity have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely shall be unaffected by this cessation.

Either party may terminate this Agreement at any time by providing notice to the other party.

12. Disclaimer of Warranties

12.1

PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT PROVIDER'S USE OF THE ASSET STORE IS AT PROVIDER'S SOLE RISK AND THAT THE UNITY ASSET STORE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

12.2

PROVIDER'S USE OF THE UNITY ASSET STORE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE UNITY ASSET STORE IS AT PROVIDER'S OWN DISCRETION AND RISK AND PROVIDER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO PROVIDER'S COMPUTER SYSTEM OR OTHER EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

12.3

PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT UNITY IS NOT RESPONSIBLE AND LIABLE FOR ANY UNAUTHORIZED USE OF PROVIDERS ASSETS OUTSIDE THE UNITY ASSET STORE INCLUDING – WITHOUT LIMITATION – ANY SALE OR OTHER KIND OF DISTRIBUTION OF ASSETS FROM PIRATE WEB SITES OR THE LIKE. UNITY EXPRESSLY DISCLAIMS ANY SUCH LIABILITY.

12.4

UNITY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. Limitation of Liability

13.1

PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT UNITY AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO PROVIDER BY UNITY IN THE PAST SIX MONTHS FOR THE ASSETS RELATING TO THE DISPUTE. IN NO EVENT WILL UNITY OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL 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 THESE TERMS OR YOUR USE OF THE ASSET STORE OR ANY ASSETS DOWNLOADED OR OTHERWISE OBTAINED FROM THE UNITY ASSET STORE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNITY HAS 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.

14. Indemnifications

14.1

To the maximum extent permitted by law, Provider agrees to defend, indemnify and hold harmless Unity, its affiliates and their respective directors, officers, employees and agents, from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Provider's use of the Unity Asset Store in violation of this Agreement; (b) Provider's Assets that infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defame any person or violate their rights of publicity or privacy; (c) any act or failure to act under Section 4.4; or (d) Provider’s delivery of any services to Customers.

14.2

To the maximum extent permitted by law, Provider agrees to defend, indemnify and hold harmless the applicable Payment Processors (which may include Unity and/or third parties) and the Payment Processors' affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from Taxes related to Provider's distribution of Assets distributed via the Unity Asset Store, to licenses or transactions for licenses to Provider Assets purchased by Customers, or to any act or failure to act under Section 4.4.

15. Changes to the Agreement

15.1

Unity may make changes to this Agreement at any time by posting a revised Agreement in the Unity Asset Store.

16. General Legal Terms

16.1

This Agreement constitutes the whole legal agreement between Provider and Unity and governs Provider's use of the Unity Asset Store, and completely replaces any prior agreements between Provider and Unity in relation to the Unity Asset Store.

16.2

Provider agrees that if Unity does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Unity has the benefit of under any applicable law), this will not be taken to be a formal waiver of Unity's rights and that those rights or remedies will still be available to Unity.

16.3

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

16.4

Provider acknowledges and agrees that each member of the group of companies to which Unity belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

16.5

EXPORT RESTRICTIONS. ASSETS ON THE ASSET STORE MAY BE SUBJECT TO EXPORT LAWS AND REGULATIONS. PROVIDER MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO PROVIDER'S DISTRIBUTION OR USE OF ASSETS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS AND CUSTOMERS.

16.6

The rights granted in this Agreement may not be assigned or transferred by Provider without the prior written approval of Unity and Provider shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of Unity. The rights granted in this Agreement may be assigned or transferred by Unity without Provider's prior approval. In addition Unity shall be permitted to delegate its responsibilities or obligations under this Agreement without Provider's approval.

16.7

This Agreement, and Provider's relationship with Unity under this Agreement, shall be governed by the laws of Denmark without regard to its conflict of laws provisions. 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 this, Provider agrees that Unity shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

16.8

The obligations in Sections 4.4, 6, 7.1 (solely as necessary to permit Unity to effectuate Section 4.8), 8, 12, 13, 14, and 16 will survive any expiration or termination of this Agreement.