Unity Ads - Terms of Service for Advertisers
Last updated: April 29, 2015
These Unity Ads Standard Terms and Conditions (“Standard Terms”) are part of the Insertion Order (“IO”) between Unity Technologies Finland Oy (“Unity Ads”) and the customer (“Advertiser”), and shall govern Advertiser use of the Service (defined below). In the event of any conflict or inconsistency between the IO and these Standard Terms, the IO shall control. The IO and Standard Terms are collectively referred to hereunder as the “Agreement.”
The parties agree as follows:
1.1 “Advertisement(s)” or “Ads” means any multimedia information (including but not limited to video, audio, sound, data, graphics, pictures, photographs, or artwork), links, buttons, banners, promotions, or other user-perceptible text provided to Unity Ads as more particularly specified in the IO.
1.2 “Install” means each time an end user views and then installs the application within the Look Back Window (defined below), or clicks through an Advertisement on the Unity Ads network ~~~~ and agrees to engage in steps required to become a user of Advertiser’s application or game.
1.3 “Intellectual Property Rights” means any patent, copyright, trademark, trade secret, trade dress, mask work, moral right, right of attribution or integrity, or other intellectual or industrial property rights.
1.4 “Service” means Unity Ads’ proprietary advertising platform that enables publishers to run and insert Advertisements in a publisher’s game and other inventory made available by publishers to Unity Ads.
2. Advertising Services.
2.1 Acceptance. From time to time, Advertiser may submit to Unity Ads for acceptance one or more IOs for Advertisements. Upon acceptance of such IO by Unity Ads, Advertiser will provide Unity Ads with the Advertisements and all applicable (technical or creative) assets to be inserted, displayed, and distributed throughout the Service pursuant to the details of the IO. Rates can be modified by Advertiser through Unity Ads’ admin panel located on the Unity Ads site. Notwithstanding the foregoing, Unity Ads reserves the right to reject or cancel any Advertisement, IO, or placement commitment prior to the start date for any Advertisement campaign.
2.2 Performance. Unity Ads will drive Installs to Advertiser’s applications, or display Advertiser’s Ads throughout the Unity Ads network, or as otherwise described in the applicable IO.
3. Placement; Delivery.
3.1 Except as set forth in the IO, Unity Ads may modify (for formatting purposes) and position the Advertisements in its sole discretion. Unity Ads must receive advertisements by end of business day on the Advertisement delivery date. If an Advertisement is not received by the Advertisement delivery date, Unity Ads may, in its sole discretion: (a) cancel the IO; or (b) use prior Advertisements until the new Advertisements are delivered.
3.2 If problems arise with the performance of a campaign, either party may request the campaign to be temporarily suspended to allow the parties to resolve and repair any possible issues. The campaign will resume after the problems or issues have been resolved.
4. Look-Back Window.
4.1 Unity Ads reserves the right to exercise a “look back” and attribution window during the applicable reporting period, commencing upon the time the targeted user has viewed or clicked onto an Ad via the Service (“Look-Back Window”). During the Look Back Window period, an Install from a user will be counted as an Install for Unity Ads, and Advertiser will compensate Unity Ads for such Installs.
4.2 Additionally, the Advertiser will also be liable for the following Installs:
- 100% of all reported Installs that result from Advertiser suspending or terminating (or Advertiser’s request to suspend or terminate) the campaign at any time for any reason prior to completion of the campaign; and
- 5% of all reported Installs subsequent to the completion of the campaign, or resulting from an over spend of the campaign’s budget. Advertiser will not be responsible for all other Installs. Unity Ads uses commercially reasonable efforts to limit and match the campaign budgets as close to the targeted as possible.
4.3 Cancellation/Termination. Either party may cancel an Advertisement campaign or terminate this IO with forty-eight (48) hour prior written notice, provided that, Advertiser shall pay all amounts accrued to the effective date of the cancellation notice.
5. Content Standards.
5.1 Unity Ads has and shall retain exclusive editorial control over the Service. Advertisements may not contain or link to any content or other material that may violate or infringe upon the Intellectual Property Rights of any third party, violate any applicable law, rule, or regulation, or contain any content that is abusive, profane, offensive, false or misleading, defamatory or harassing, excessively violent, obscene, pornographic, sexually explicit, or controversial (the “Content Standards”). Notwithstanding anything herein to the contrary, Unity Ads may immediately remove from the Service or refuse to display any Advertisement that Unity Ads determines in its sole discretion violates these Content Standards, without liability of any kind to Advertiser.
5.2 Advertiser shall not use or distribute in any manner any Advertisement that is subject to any collective bargaining agreement, or performing rights organizations fees or royalties (e.g., BMI, SAG, IFCI, CISAC, ASCAP). Any third party claim, collection, action or suit brought against Unity Ads in connection with the use of the Advertisement will be subject to Advertiser’s indemnification obligation to Unity Ads hereunder.
5.3 If any part of the campaign, creative assets or videos are created (or paid for) by Unity Ads, then those creative assets or videos will only be used within the Service and in relation to the campaign. Any other uses will be subject to prior written consent from Unity Ads.
7. License & Ownership.
7.1 Advertiser hereby grants to Unity Ads a non-exclusive, worldwide license to use the Advertisement(s) supplied by Advertiser as is reasonably necessary to store, host, reproduce, modify and edit (for formatting purposes), deliver, and display the Advertisements in connection with the Service. Except for the license granted to Unity Ads under this Section, Advertiser reserves all of its right, title, and interest in its Intellectual Property Rights.
7.2 Unity Ads owns and retains all right, title and ownership interest and all Intellectual Property Rights in and to the Service, Data and associated documentation, and its confidential information, and any copies, derivatives works, upgrades, updates, improvements and modifications thereof regardless of the form or media in which such versions may exist. Advertiser shall have no right to create or distribute, in any manner, any derivative work, upgrade, improvement or modification of the Service. Unity Ads reserves all rights not expressly granted in the Agreement.
8.1 Reporting and Invoicing. Campaign completion and invoices are based on the Unity Ads’ reporting service. Unless otherwise stated on the IO, Advertiser shall pay to Unity Ads the fees specified in the IO, and Unity Ads will deliver an invoice within thirty (30) days after campaign is completed.
8.2 Payment Terms & Reporting. Unless otherwise agreed to in the IO, Advertiser shall make all payments via wire transfer within fifteen (15) days of receipt of the Unity Ads invoice date pursuant to the banking instructions on the Unity invoice. Except as provided for herein, each party will be responsible for all costs and expenses incurred by it in connection with the performance and services of this IO. All payments will be in U.S. currency and do not include taxes, duties, fees, and other amounts assessed or imposed by any government entity. Any amount not paid when due will be subject to a late payment charges & interest equal to 8% or set by Finnish legislation (act 340/2002).
8.3 Advertiser’s Tracking. In case the Advertiser provides its own install tracking or via a third party service, the Advertiser is responsible for the continued operation and 100% uptime of the install tracking. If the Advertiser provided install tracking service is not operational, and the Advertiser does not request Unity Ads to suspend Advertisers’ campaigns in writing and if Unity Ads is sending Installs to the Advertiser, then during this non-operation period, Unity Ads will estimate the Installs and the associated cost for this period based on average Install volume on a similar period when the install tracking was operational and will charge the Advertiser based on this estimate.
9. Representations and Warranties.
Advertiser, for itself and its agents, represents and warrants to Unity Ads that: (a) it has the right and power to publish and display the Advertisements and to grant the rights to Unity Ads granted herein; (b) its performance under this IO will not violate any agreement or obligation between it and a third party or any applicable law, ordinance, or regulation; (c) the Advertiser site, application(s) and the Advertisements do not currently and will not in the future infringe upon or violate any Intellectual Property Right or other right of any third party, or violate Unity Ads’ Content Standards; and (d) any collection and use of Data from end users by Advertiser, and the operation of Advertiser’s application and site, is in material compliance with Advertiser’s policies (including, without limitation, any privacy policies and site terms and conditions) and applicable laws.
Advertiser shall defend, indemnify, and hold harmless Unity Ads and its affiliates (and their respective employees, directors, and representatives) against any third party claim, suit, or action and any resulting damages, judgments, costs, and expenses (including reasonable attorneys’ fees), to the extent arising from or relating to: (a) any breach of its representations and/or warranties set forth in this IO and Standard Terms; (b) the operation of Advertiser’s application(s) and site(s); or (c) any alleged or actual infringement, violation, or misappropriation of any Intellectual Property Rights or other right, by Advertiser, its agents, or representatives related to any Advertisement, application, site or other content provided by Advertiser. Advertiser will timely notify Unity Ads in writing of any such claim, suit, or action and permit Unity Ads to assume control over defense and/or settlement. Advertiser will not acquiesce to any judgment or enter into any settlement without the prior written consent of Unity Ads.
11. Term, Termination, and Survival.
This IO shall remain in full force and effect until: (a) the stop date specified on the applicable IO; or (b) either party terminates under Section 3. The following provisions shall survive any termination of this Agreement: Sections 5, 8, 9, 10, and 12-14.
Unity Ads will never share confidential data or information obtained from the Advertiser unless authorized with prior written consent.
Unity Ads will not be liable for any delays in delivery and/or nondelivery of Advertisements due to an act of God, natural disaster, action by any government entity, strike, difficulties due to network components or connections outside Unity Ads’ control, electronic malfunction of hardware or communication systems outside Unity Ads’ control, or any other condition beyond Unity Ads’ control affecting production or delivery in any manner. Advertiser is solely responsible for the accuracy and content of all Advertisements. Unity Ads will not be liable for any errors in content or omissions, other than errors caused by Unity Ads’ gross negligence or willful misconduct. Unity Ads makes no guarantees, representations, or warranties, express or implied: (a) as to the level of end user response, click-throughs, sales or purchases, or other economic benefit resulting from the advertising services under this IO; (b) that such services will meet any or all of Advertiser’s requirements; or (c) that Unity Ads’ performance of such services will be uninterrupted or error-free. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, UNITY ADS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES PROVIDED HEREUNDER, OR ANY PORTION THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14. Limitation of Liability.
EXCEPT FOR ADVERTISER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OR FOR A PARTY’S WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. UNITY ADS’ ENTIRE LIABILITY ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID TO UNITY ADS HEREUNDER.
Advertiser may not assign this IO or any rights hereunder without Unity Ads’ prior written consent. The failure of any party to require performance of any provision hereof shall not affect its right at a later time to enforce the same unless the same is waived in a signed writing. The parties are independent contractors under this IO and not partners or joint ventures. This Agreement is governed by the laws of Finland without regard to its choice-of-law principles to the contrary. Advertiser consents to the jurisdiction of the district courts in Helsinki, Finland, and agrees not to bring any action or proceeding under or relating to this Agreement except in such courts. If any provision of this IO or Standard Terms are deemed unenforceable, then such provision will be modified and enforced to the extent permitted to effectuate the purposes of this IO, and the remaining provisions of this this IO or Standard Terms will remain in effect. Headings herein will not affect the meaning or construction hereof. The party prevailing in any action or proceeding between the parties under this Agreement will be entitled to an award of its reasonable costs incurred in such action or proceeding (including, without limitation, attorneys’ fees). This Agreement may be executed in counterparts and by facsimile. This Agreement may not be amended except by a writing signed by both parties.