Unity Ads - Terms of Service for Publishers

Last updated:  October 26, 2016

These Terms of Service for Publishers (the “Agreement”) contain the terms and conditions for the Unity Ads advertising monetization and delivery platform for mobile applications (the “Service”) and is a binding agreement between Unity Technologies Finland Oy (“Unity Ads”) and “you” (either an individual utilizing the Service in your individual capacity or the entity you represent, if utilizing the Service on behalf of a company or other entity).   Please see Section 21 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 these terms on behalf of such company or entity.  If you are an individual entering into these terms 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 SERVICE OR ACCESSING OR UTILIZING ANY PART OF THE SERVICE OR SERVICE ASSETS (AS DEFINED BELOW) 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 WITH THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE ANY PART OF THE SERVICE OR THE SERVICE ASSETS.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Unity Ads and you hereby agree as follows:

1. Use of the Service.

1.1.      In order to use the Service, you must create an account for the Service (an “Account”) and provide certain registration and other information as directed by Unity Ads.  Access to your Account is provided solely to you and you are strictly prohibited from providing access to your Account to any entity or person, other than your employees and contractors who are authorized by you to utilize the Account on your behalf.  You are responsible for maintaining the confidentiality and security of all passwords and other credentials issued to or created by you in connection with your Account.  You are also solely responsible for any and all activities that occur on, through or under any such credentials or otherwise in connection your Account.  You also agree to immediately notify Unity Ads of any unauthorized use of any such credentials or your Account.

1.2.      You acknowledge that a condition of using the Service is that you comply with all integration, configuration, technical and other guidelines and requirements set out in the Documentation (including, but not limited to, requirements relating to onboarding and for proper placement and display of Advertisements), which may vary by platform and integration method (e.g., native integration or within Unity Software), and you agree to strictly follow all such guidelines and requirements.  You also acknowledge that any use of the Unity Software requires a separate, valid license agreement between you and Unity Ads or one of its affiliates.

1.3.      You grant to Unity Ads the right during the Term (as defined below) to: (i) sell (and have sold) inventory for Advertisements in your Applications; (ii) promote, market and report such inventory to actual and prospective advertisers, demand and supply partners and reporting agencies (including, without limitation, by disclosing identifiers for Your Applications); and (iii) display, or facilitate the display of, Advertisements in your Applications in response to ad request calls made to the Service.

1.4.      For clarity, You acknowledge and agree, that as between you and Unity Ads, Unity Ads has sole authority and discretion to: (i) identify, select and manage relationships with Advertisers; and (ii) determine the prices and terms under which inventory is sold.   

2. Publisher License. 

2.1.      Subject to the terms and conditions of the Agreement, Unity Ads hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to: (i) access and use the Service APIs and Site in connection with your internal use relating to your administration of the Service for the Applications; (ii) use and integrate the Service Materials in the Applications as provided for in the Documentation to enable the Service to deliver Advertisements to Users in the Applications; (iii) display Advertisements to Users in the Applications (solely unmodified and as sent in response to respective ad request calls to the Service) in accordance with the Documentation; and (vi) use your Account Data solely for your internal business purposes.

2.2.      You acknowledge and agree that: (i) you may only use the Service and the Service Assets as expressly permitted herein and in accordance with all terms hereof; and (ii) all licenses granted to you in this Agreement are conditional on your compliance with all terms and conditions hereof and will immediately and automatically terminate if you fail to comply with any term or condition.

3. Certain Publisher Obligations and Restrictions.

3.1.      You agree to display, or allow for the display of, all Advertisements served to your Applications in response to calls made to the Service.  You agree you may not modify, edit, alter, obscure or truncate the content, text, appearance or order of any Advertisements delivered via the Service or to display any Advertisement in placements within your Application that are not customarily accepted within the industry, including, without limitation, the following prohibited placements: (i) video placements that are presented or located in a manner that makes it unlikely the Advertisement would actually be viewed; (ii) placements located in pop-up, pop-under or similar windows not provided by Unity Ads; and (iii) placements that mute, modify or alter the playback of audio that accompanies an Advertisement.  You will not attempt to circumvent any frequency caps or like limitations placed on any Advertisements. 

3.2.      You agree that you will not reverse engineer, disassemble or decompile any part of the Service or the Service Assets or use the Service Assets with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the Service Assets, would require Unity Ads or any other party to disclose, license, distribute or otherwise make all or any part of such Service Assets available to anyone.

3.3.      You will at all times (i) maintain, display and abide by a conspicuously placed and legally sufficient privacy policy that makes appropriate disclosures to Users, including at a minimum disclosures that (a) third parties such as advertisers or Unity Ads may receive or gather information about Users and use the information for targeted advertising, and (b) explain how Users can opt out of targeted advertising (e.g., by using device-level settings opt-outs) and (ii) comply with all applicable privacy and data protection laws and regulations and industry and government guidelines, including, without limitation, those relating to the collection of information from Users of your Applications. You agree, and will ensure by including the appropriate wording in your privacy policy and by obtaining all required consents in accordance with applicable law, that Unity Ads has the right, both during and after the term of the Agreement, to receive, collect, retain and use Service Data in any manner in accordance with the terms of the Unity Privacy Policy.

3.4.      You are solely responsible for accurately categorizing the content within each of your Applications via the Site and utilizing any content, age or other filtering functionality for Advertisements made available via the Site and agree to keep such designations up to date.  

3.5.      You will notify Unity Ads prior to any use of the Service in connection with any Application that is “directed to children” under the Children’s Online Privacy Protection Act (“COPPA”).  This notification must be made by appropriately designating the Application within the administration portion of the Site.   You are fully liable for, and will indemnify Unity Ads against, all liability arising from or relating to COPPA in connection with any Application “directed to children” that you fail to appropriately designate (“Covered COPPA Liability”).

3.6.      You and your Applications will comply with the Guidelines and any applicable requirements imposed by your platform licensors (e.g., Apple or Google).    

3.7.      You will not, and will not authorize or otherwise permit any third party to: (i) access or use any part of the Service, the Service Assets or Service Content (defined below) for any purpose except for use in connection with your Applications; (ii) market, sell, lease, rent, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any of the Service or Service Assets or any component thereof; (iii) decompile, reverse engineer, disassemble or created derivative works of any of the Service Materials or the Service  (iv) use the Service or any component thereof for timesharing or service bureau purposes, or otherwise for the benefit of any third party (v) store, copy, modify, distribute, or resell any of the Advertisements or any other content provided via the Service (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (vi) use any automated tool (e.g., robots, spiders) to access or use any part of the Service (including, the Site); (vii) circumvent or disable any digital rights management, usage rules, or other security features of the Service or any of the Service Assets; (viii) use the Service in a manner that overburdens, or that threatens its integrity, performance, or availability or that of any part of the Service; (ix) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Service, any Service Assets or any Service Content; (x) take any other actions that interfere with, disrupt or interact in an unauthorized manner with any part of the Service or the Site (or servers and networks connected thereto); and (xi) create or attempt to create a substitute of similar service to the Service through the use of or access to any part of the Site or Service Assets.

3.8.      You may not collect, store, use or transfer any Service Data, except to the extent expressly authorized by Unity Ads in writing (for avoidance of doubt, (i) this includes not collecting, storing, using or transferring any information about any User derived from Advertisements, including information derived from the content of Advertisement creative or the content accessed by a User after clicking on any part of an Advertisement; and (ii) you may not use any Service Data to retarget Users, deliver advertising based on User behaviors (apart from within the Service) or build or enhance profiles associated with any User, including any profiles associated with any unique identifier.

3.9.      If you are enabling the Service in any Application on behalf of a third-party developer, then you acknowledge and agree that you are responsible and liable for that developer’s compliance with all terms, conditions and representations and warranties in this Agreement. 

4. Invalid Activity.

4.1.      You will not, nor will you authorize or encourage any third party to, use any fraudulent, deceptive or other means to simulate, manipulate or increase impressions, views, taps, clicks, downloads, installs or other User actions relating to any Advertisements (“Invalid Activity”), including, but not limited to, engaging in any of the following activities: (i) running of “robots”, “spiders” or other automated computer generated requests, (ii) encouraging Invalid Activity with offers of cash, prizes, incentives, gift cards, vouchers or anything of value (except for Rewarded Offers that are in compliance with this Agreement), (iii) using a design in any Application that encourages or is likely to lead to Invalid Activity or other unintended impressions, views, taps, clicks, downloads, installs or other User actions, (iv) manipulating or misrepresenting device ids, geolocation or other User information; (v) hijacking of an end user’s device; or (vi) automatic Advertisement refreshes.   The determination of what constitutes Invalid Activity will be determined in Unity Ads sole discretion.  

4.2.      Unity Ads is not obligated to pay you any amounts associated with Invalid Activity, as determined in Unity Ads' sole discretion. You agree that if Unity Ads determines that Invalid Activity has occurred, Unity Ads may deduct any amounts as are determined by Unity Ads in its sole discretion from amounts otherwise payable to you, and that you will reimburse Unity Ads for losses associated with Invalid Activity, as determined in Unity Ads’ sole determination, immediately upon demand by Unity Ads.    

4.3.      You may make rewarded video Advertisement inventory available within the Applications, provided any and all rewards provided to Users in connection with viewing such Advertisements must be virtual (i.e., in-application content or in-application currency) and not for (or redeemable or transferable for) real-world goods, services, cash or anything else of monetary value, such as gift cards or vouchers (Advertisements in compliance with the foregoing, “Reward Offers”).   You are solely responsible and liable for all Rewarded Offers and you agree to fulfill the terms thereof.

5. Payments.

5.1.      Unity Ads will pay you a percentage of Net Revenue attributable to the Advertisements that run in your Applications each calendar month within thirty (30) days of the later of (i) the end of the corresponding calendar month and (ii) receipt of a properly issued invoice (if required by Unity Ads), subject to you providing Unity Ads complete and accurate information relating to remittance of payment and requested tax information and adjustments taken for unapplied Deductions.  Amounts payable of less than one hundred dollars ($100 USD) may be held by Unity Ads until amounts payable exceed $100 or a final payment is due hereunder.  All payments will be made in U.S. Dollars. 

5.2.      Net Revenue and payment calculations will be based on Unity Ad’s measurements, which will be the system of record for calculating such sums.  The Net Revenue percentage applicable to you may be varied from time to time in Unity Ads discretion.

5.3.      In the event of any error in payments made to you (as determined by Unity Ads), whether as a result of inaccurate information from a third party or otherwise (e.g., unrecognized Deductions), Unity Ads may in its sole discretion either (i) allocate any deficient amounts or deduct any such overpayment from future payments due to you or (ii) require reimbursement in full of any such amount, which you will remit to Unity Ads within seven (7) business days of request.   Unity Ads reserves the right to deduct from any payments due or payable to you any amounts that you may owe Unity Ads in connection with any other product or service.  

6. Invoicing; Taxes

6.1.      You agree to provide invoices for amounts payable to you in the form and manner as required by Unity Ads.   In the event Unity Ads performs self-billing, you authorize and direct Unity Ads to perform self-billing and generate invoices on your behalf for amounts payable to you hereunder.  Unity Ads will make such invoices available to you, and you agree that should you fail to object to an invoice within 10 business days of the corresponding payment, the invoice will be deemed as having been approved by you.  You are responsible for any invoice adjustments, reporting and accounting required by any tax laws applicable to you (e.g., in the case of reverse VAT charges)

6.2.      Except as otherwise expressly provided by Unity Ads to the contrary, all payments from Unity Ads hereunder are inclusive of taxes and any taxes, including, but not limited to, sales, use, goods and services (GST), value added (VAT), excise or other taxes (other than taxes based on Unity Ads net income) arising from or related to your use of the Service and any payments made to you hereunder will be your responsibility and must be remitted by you.  In case applicable laws require withholding of any amounts due to you, Unity Ads may withhold such amounts, unless you provide an adequate certificate of exception from such withholding taxes (amounts payable to you will not be grossed up on account of withholding taxes).      

7. Service Data. 

You agree that Unity Ads will have the perpetual and irrevocable right to: (i) use Service Data (a) to provide the Service, (b) for its internal business purposes, and (c) to provide, operate or improve products and services provided by Unity Ads or any of its affiliates; (ii) use and disclose Service Data for purposes of offering inventory, attribution, tracking and reporting related to Advertisements in your Applications; (iii) use and disclose Service Data as may be required by law or legal process; and (iv) use and disclose Service Data for any purpose when it is aggregated, such that it does not permit the identification of you or any of your Applications.

8. Ownership.

As between the parties, Unity Ads owns all right, title and interest (including, all intellectual property rights) in and to the Service and Service Assets.  As between the parties, you own all right, title and interest (including, all intellectual property rights) in and to the Applications.

9. Reservation of Rights.

You acknowledge and agree that: (i) other than as expressly provided in this Agreement, Unity Ads grants you no right, title or interest in or to the Service or any of the Service Assets; and (ii) Unity Ads reserves the right to suspend, reject or remove any Application and to restrict, suspend or terminate your access to the Service at any time, for any reason, with or without prior notice, and without liability.

10. Promotion.

You grant to Unity Ads a royalty-free, fully paid up, sub-licensable, nonexclusive, worldwide license to reproduce, display, distribute and otherwise use the trademarks, service marks, logos, brand features and other indicia of origin associated with you and any of the Applications for the purpose of promoting the Applications in advertising, marketing, promotions and promotional materials related to the Service.

11. Feedback.

You are not required to provide Feedback to us, but in the event you do so, Unity Ads will own the Feedback.  You irrevocably assign to Unity Ads all right, title and interest (including all intellectual property and proprietary rights) in and to any Feedback, which Unity Ads, its affiliates and licensees may exploit without restriction or obligation.

12. Confidentiality.

You agree not to disclose Unity Ads Confidential Information (defined below) without Unity Ads’ prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of Unity Ads 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). “Unity Ads Confidential Information” includes any and all information that is disclosed by Unity Ads that is marked or verbally designated as “confidential” or the like or that given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential. Unity Ads Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by you; (b) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the you without use of or reference to Unity Ads’s Confidential Information and without any violation of any obligation of this Agreement; or (d) you rightfully obtain from a third party lawfully in possession of such information without restriction on use or disclosure

13. Representations and Warranties.

You hereby represent and warrant that: (i) you are the owner or legally authorized to act on behalf of the owner of each Application; (ii) you have and will maintain all necessary rights, power, licenses and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit Unity Ads to perform its obligations as contemplated in this Agreement; (iii) each Application is in compliance with this Agreement (including, the Guidelines) and does not infringe the intellectual property rights, privacy rights or other rights of any person or entity; (iv) you and each Application will comply with all applicable laws, rules and regulations (including all relevant data protection and privacy laws); (v) you will obtain and comply with any and all applicable consents, authorizations and clearances from Users to allow Unity Ads to collect, store and use Service Data as contemplated herein; (vi) the Service Data is data which you have the right to transfer to Unity Ads under your privacy policy and applicable laws, rules and regulation and Unity Ads is free to use the Service Data as contemplated herein; and (vii) this Agreement constitutes a valid and binding agreement enforceable against you.  

14. Indemnification. 

14.1. You will indemnify, defend and hold harmless Unity Ads and its affiliates, and their respective officers, directors, employees, agents, and contractors (each a “Unity Ads Indemnified Party”), on demand from and against any third party claims, allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively “Losses”) arising out of or related to any actual or alleged: (i) breach by you of any part of this Agreement, including any representations or warranties made by you hereunder; (ii) claims that the Applications infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy, rights of publicity or other rights; (iii) violation or failure by you to comply with any laws and regulations in connection with the Applications, use of the Service or otherwise; and (iv) all Covered COPPA Liability.

14.2. You reserve the right, at your expense, to provide Unity Ads with prompt written notice of its intention to assume the exclusive defense and control of any matter for which you are required to indemnify any Unity Ads Indemnified Party (absent which Unity Ads will control such defense at your cost), and Unity Ads agrees to reasonably cooperate with your defense of such claims at your expense.  You may not enter into any settlement for which indemnity is sought unless: (i) such settlement includes an unconditional release of any affected Unity Ads Indemnified Party from all liability on all claims; and (ii) Unity Ads gives its prior written approval, which will not be unreasonably withheld.

15. Governing Law; Jurisdiction; Dispute Resolution.  

15.1. This Agreement will be governed by and construed in accordance with the laws of Denmark, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

15.2. Except as set forth below in Section 15.4, 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.

15.3. 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.

15.4. Notwithstanding the parties' agreement to resolve all disputes through arbitration, either party may bring an action in court (1) to enforce its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including without limitation to seek injunctive relief, or (2) in cases that do not involve intellectual property rights, 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.

16. Term and Termination.  

The term of this Agreement (the “Term”) begins upon the earliest to occur of your accepting this Agreement, registering for the Service or accessing or utilizing any part of the Service or Service Assets in any manner and ends when terminated as provided herein.   You may terminate this Agreement, with or without cause, at any time by sending written (via email) notice as set forth in Section 19 below; provided that such termination will become effective upon the earlier of 15 business days after Unity Ads’ receipt of such notice or the date upon which, after receiving such notice, Unity Ads suspends your ability to access or use the Service or terminates your Account.  Unity Ads’ may terminate this Agreement and your Service Account, with or without cause, in Unity Ads’ sole discretion, at any time.  Upon termination of this Agreement, (a) any licenses granted to you in this Agreement will automatically terminate, and you must immediately cease all use of any of the Service, as well as any Service Assets.  The following sections of this Agreement will survive expiration or termination of this Agreement: Sections 3.2, 4.1.2 and 5 (with respect to any payment obligations existing as of the effective date of termination or expiration), and Sections 6 through 21.     

17. Disclaimers.  

17.1.   TO THE FULLEST EXTENT PERMITTED BY LAW, UNITY ADS, ON BEHALF OF ITSELF AND ITS AFFILIATES, DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE SERVICE OR ANY OF THE SERVICE ASSETS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICE, THE SERVICE ASSETS AND ANY ADVERTISEMENTS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE OR TRADE USAGE.  UNITY ADS DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE SERVICE OR ANY PART OF THE SERVICE ASSETS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE OPERATION OF THE SERVICE OR ANY PART OF THE SERVICE ASSETS WILL PERFORM UNINTERRUPTED.  UNITY ADS DOES NOT WARRANT OR GUARANTEE THE RESULTS OF USE OF THE SERVICE AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT YOU WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), ANY NUMBER OR QUALITY OF ADVERTISEMENTS WILL BE SERVED TO YOUR APPLICATIONS OR ANY PARTICULAR BENEFITS WILL BE OBTAINED THROUGH THE USE OF THE SERVICE. 

17.2. You acknowledge and agree that the Advertisements are provided by third parties and Unity Ads is not responsible for the Advertisements (including for the accuracy or legality thereof) or any associated website, application, content, information, product or service.

18. Limitation of Liability. 

18.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UNITY ADS, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS (COLLECTIVELY, THE “UNITY PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, LOSS OF GOODWILL OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY OF THE SERVICE ASSETS, EVEN IF UNITY ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.  THE UNITY PARTIES’ AGGREGATE LIABILITY IN RESPECT OF ALL LOSSES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY OF THE SERVICE ASSETS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) USD.  

18.2. You acknowledge and agree that any claim arising out of or relating to this Agreement or the use of the Service or Service Assets must be raised within 12 months from the date of accrual thereof, or such claim will be forever waived. 

19. Notices.

Notices to you will be sent by email to the address you provide Unity Ads for your Account.  Notices to Unity Ads will be sent by email to unityads-support@unity3d.com; provided, however, that any notice concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) will 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. Notices will be effective upon receipt; provided that notices sent by email will be effective as of the email date absent receipt by the sender of a bounce back or error message, and provided further that Legal Notices will be effective only if made and delivered in the manner expressly set forth above.

20. Miscellaneous.  

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 Ads and you related to the subject matter hereof and supersede any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned without Unity Ads’ prior written consent, and any attempt to do so in breach of the foregoing will be null and void.  This Agreement will inure to the benefit of and be binding upon each party’s respective successors and assigns.  Unity Ads and you are independent contractors, and neither Unity Ads nor you is an agent, representative or partner of the other. Unity Ads may amend or update this Agreement at any time in its sole discretion by posting any such amended or updated Terms of Service to the Site or otherwise notifying you (including, via email).  Your continued use of the Service or any of the Service Assets following such posting or notice of amended and/or updated Terms of Service will constitute your acceptance of the amended and/or updated Terms of Service.  Unity Ads reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Service or any of the Service Assets, or any features or portions thereof, without prior notice; Unity Ads will not be liable to you or to any third party in connection with any such modification, suspension, or discontinuance. 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 will be responsible for failure to perform hereunder 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 will resume as soon as commercially practicable after the cause no longer prevents performance. The use of headings herein is for convenience only and is not intended as nor will it be used as an aid to interpretation.

21. Definitions.

21.1.  “Account Data” as used in this Agreement means information regarding the performance of the Service and Advertisements in relation to the Applications made available by Unity Ads to you via the Site.

21.2. “Advertisement(s)” as used in this Agreement means an advertisement presented or delivered through the Service, including, the content (e.g., text, graphics, audio and video) and information included in such advertisement.

21.3. “Applications” means the mobile applications you own, operate or control for purposes of this Agreement that utilize the Service.

21.4. “Documentation” as used in this Agreement means the instructions, requirements, guidelines and other documentation for the Service made available via the Site or otherwise provided by Unity Ads (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time by Unity Ads). 

21.5. “Feedback” as used in this Agreement means any ideas, suggestions or other feedback you provide to Unity Ads or its affiliates regarding improvements to or additional features or functionality for the Service or any of the Service Assets, including, suggestions and feedback you post to the Site or other forums or properties owned or maintained by Unity Ads or its affiliates.

21.6. “Inventory” as used in this Agreement means inventory made available for Advertisements in your Applications.

21.7. “Net Revenue” as used in this Agreement means amounts due and owing to Unity Ads from Advertisers attributable to Advertisements in your Applications, less any of the following (“Deductions”): (i) any commissions or fees due to, or revenue share retained by, third party advertising sales networks or agencies; (ii) refunds to advertisers, (iii) payment processing or transaction fees; (iv) adjustments, chargebacks and bad debt; and (v) taxes (other than taxes payable on Unity Ads net income).  Unity Ads reserve the right to take any Deductions based on a flat rate imposed across the Unity Ads network or actuals.

21.8. “Guidelines” as used in this Agreement means the guidelines and policies accessible at https://unity3d.com/legal/ads-publisher-guidelines (as it may be updated from time to time).

21.9. “Service APIs” as used in this Agreement means the APIs made available by Unity Ads to you for use in connection with the Service.

21.10. “Service Assets” as used in this Agreement means the Documentation, the Service APIs, the Service Materials, the Service Data and the Site.

21.11. “Service Data” as used in this Agreement means any information or data that Unity Ads collects through the Service Materials, the Unity Software, in connection with any Advertisement or otherwise in connection with the Service, including User device information, user identifiers, information about Advertisements served, viewed or clicked or other User interactions with Advertisements or the Service (e.g., conversion information), information about User applications, network information and header information.

21.12. “Service Materials” as used in this Agreement means the software development kits, libraries and sample code made available by Unity Ads for implementing the Service in the Applications.

21.13. “Site” as used in this Agreement means the webpages, subpages, content and information related to the Service accessible at https://unityads.unity3d.com/admin/ (and includes the related online dashboards and administration panel).

21.14. “Unity Privacy Policy” as used in this Agreement means that certain privacy policy of Unity Ads and its affiliates accessible at https://unity3d.com/legal/privacy-policy (as it may be updated from time to time).

21.15. “Unity Software” as used in this Agreement means the Unity-branded game engine and integrated game development platform.

21.16. “User” as used in this Agreement means an end user who views, uses or otherwise engages with an Application.

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