UNITY INSIDER PROGRAM TERMS AND CONDITIONS
Last Updated: March 9, 2020
THANK YOU FOR YOUR INTEREST IN THE UNITY INSIDER PROGRAM!
PLEASE READ THESE TERMS CAREFULLY. IF YOU ARE NOT ABLE TO AGREE TO THESE UNITY INSIDER PROGRAM TERMS AND CONDITIONS, PLEASE DO NOT APPLY TO BECOME A UNITY INSIDER. WE RESERVE THE RIGHT TO CHANGE OR MODIFY THESE TERMS WITHOUT PRIOR NOTICE. YOU UNDERSTAND THAT YOUR CONTINUED PARTICIPATION AFTER SUCH MODIFICATION WILL INDICATE YOUR ACCEPTANCE TO THE MODIFIED TERMS.
The Unity Insider Program Terms and Conditions (“Terms”) are an agreement between Unity Technologies ApS and its affiliates (“UTECH”, “our” or “we”) and the individual or company applying to join (“you” or “your”) the Unity Insider Program (“Program”). The Terms will govern your participation in the Program.
BY APPLYING TO THE PROGRAM, YOU REPRESENT THAT AS OF THE DATE OF APPLICATION (1) YOU ARE AT LEAST 18 YEARS OF AGE OR THE AGE OF LEGAL MAJORITY WHERE YOU RESIDE; (2) YOUR APPLICATION IS ACCURATE; AND (3) YOU UNDERSTAND AND ACCEPT THESE TERMS. IF YOU ACCEPT THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS.
1. Purpose of the Unity Insider Program
The Program gives persons accepted into the Program (“Unity Insiders”) access to Unity Content via UTECH’s Platform. Subject to the Terms, Unity Insiders may use the Unity Content to prepare and publish their own content. The “Platform” is the user interface through which Unity Insiders will obtain access to UTECH owned content, which may include specialized product information and access to unreleased UTECH information and/or products (“Unity Content”).
2. Application Process
To become a Unity Insider, you must complete the Unity Insider Application (“Application”). UTECH reserves the right to reject any Application in our sole discretion. If you are accepted into the Program, you will be deemed a Unity Insider.
Participation in the Program will not result in UTECH compensating a Unity Insider. However, please note that we may reach out to you for other opportunities which may be compensated.
UTECH will provide Unity Insiders with login credentials to access the Platform.
5. Licenses and Ownership
a. License Grant. UTECH hereby grants to you, for so long as you are a Unity Insider, a limited, revocable, non-sublicenseable, non-transferable, royalty free, and non-exclusive license to utilize certain UTECH Content made available on the Platform for the production and publication of certain of your videos, written documentation, and/or social media posts (“Your Content”). All UTECH Content available for access by you is subject to use Restrictions as designated by UTECH. “Restrictions” mean the criteria and limitations that UTECH may designate for each piece of UTECH Content in respect of how and when used by you and/or within Your Content.
b. Disclaimer. Your use of other UTECH software, products, or services will be subject to each of their separate terms and conditions.
c. Ownership of the Unity Content. UTECH and/or its licensors retain ownership of all Unity Content and the Platform, including all associated intellectual property rights. UTECH reserves all rights to the Unity Content not expressly granted to you in these Terms.
d. Unity Name and Marks. These terms do not grant you any rights with respect to UTECH’s trademarks, service marks, logos, or other designations of origin (“Trademarks”). You must use Unity’s name in compliance with our “Guidelines for Using Unity Trademarks” available at https://unity3d.com/legal/branding_trademarks (the “Guidelines”).
e. Feedback. You have no obligation to provide UTECH with ideas for improvement, suggestions or other feedback (collectively, “Feedback”), in connection with the Program, Platform, Unity Content, or any other Unity products or services. If, however, you provide any such Feedback, you hereby grant to UTECH a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback.
6. Your Obligations
You acknowledge and agree that:
a. You will keep all login credentials to the Platform safe and not share them with any other person;
b. Your use of UTECH Content will not violate the license granted to you by UTECH, including any applicable Restrictions posted on the Platform;
c. You will at all times during your participation in the Program include the following notice in Your Content (“Notice”), with any “[ ]” makers replaced as appropriate:
i. “[your name] is a participant in the Unity Insider Program, a program that allows participants to gain access to and create content based upon select Unity content. [your name] is not a corporate affiliate or subsidiary of Unity and this content is not endorsed by Unity. “Unity” is a trademark or registered trademark of Unity Technologies ApS or its affiliates and other countries.”; and
ii. any other such notice as may be communicated by UTECH as required for use of the Unity Content
d. Your Content will not contain subject matter that, is inappropriate, indecent, obscene, offensive, sexually explicit, pornographic, hateful, tortious, defamatory; promotes bigotry, racism, hatred or harm against any group or individual; promotes discrimination based on race, gender, ethnicity, religion, nationality, disability, sexual orientation, or age; promotes alcohol, illegal drugs, or tobacco; is inconsistent with the message, brand, or image of UTECH or its affiliates, is unlawful, or is in violation or contrary to the laws or regulations of any jurisdiction in which Your Content is created. You will not tamper, abuse, or attempt to gain unauthorized access to the Platform or the UTECH Content.
e. You will, at all times and in all channels, regardless of affiliation with Your Content, use the Trademarks in compliance with the Guidelines. If you do not comply with these obligations, UTECH may request you remove or modify Your Content in its sole and absolute discretion.
7. UTECH’s Use of Your Content
In exchange for being a Unity Insider, you hereby grant UTECH a non-exclusive, transferable, sublicensable, irrevocable, worldwide, and royalty free license to publish and display Your Content, in whole or part, in any medium for any business purpose. If UTECH does use Your Content pursuant to the license, we will give you attribution as the content creator.
8. Third Party Services
9. Privacy Statement
You acknowledge that the Terms, any UTECH Content indicated as confidential, and any non-public information shared with you in connection with your Application to or participation in the Program are the confidential information of UTECH and you agree that you will keep such information strictly confidential, not disclose it to any third party, and not use it for any purpose other than as permitted in accordance to these Terms. Access to some UTECH Content may require you to sign additional confidentiality terms. You may only disclose your status as a Unity Insider provided you comply with your obligations under these Terms and do not (a) misrepresent or embellish the relationship between you and UTECH; and (b) express, suggest, or imply that we endorse you or your business or any other cause, concern, or organization.
In its sole discretion UTECH may terminate the Program or your status as a Unity Insider for any reason or no reason, effective immediately. As of the effective date of termination you (a) will stop accessing the Platform; (b) delete all UTECH Content in your possession or control; and (c) may be asked to remove some or all of Your Content.
12. Warranties and Disclaimers
a. By You. You represent and warrant that (a) Your Content and any Feedback provided to UTECH by you is your original work or you obtained it in a lawful manner; and (b) our and our sublicensees’ use and exercise of the rights and licenses granted pursuant to these Terms will not infringe or violate any rights of any third party.
b. UTECH Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UTECH, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, LICENSORS AND DISTRIBUTORS (COLLECTIVELY, THE “UNITY ENTITIES”) DO NOT MAKE ANY REPRESENTATIONS, PROMISES, OR WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE PROGRAM, PLATFORM, OR UTECH CONTENT (TOGETHER, THE “PRODUCTS”). WE PROVIDE THE PRODUCTS “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOUR USE OF THE PRODUCTS IS AT YOUR OWN RISK, AND WE DO NOT REPRESENT, PROMISE, OR WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT NO DATA TRANSMISSION OVER THE INTERNET OR INFORMATION STORAGE TECHNOLOGY CAN BE GUARANTEED TO BE SECURE, AND THE UNITY ENTITIES EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, TO THAT EFFECT. THE UNITY ENTITIES MAKE NO COMMITMENTS, PROMISES OR WARRANTIES ABOUT THE PRODUCTS OR ANY CONTENT LINKED THEREFROM, THE SUPPORT THEY MAY PROVIDE FOR PRODUCTS, THE SPECIFIC FUNCTIONS OF THE PRODUCTS, THE SECURITY OF THE PRODUCTS, OR THE PRODUCTS’ RELIABILITY, QUALITY, ACCURACY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS, PROVIDE CERTAIN OUTPUTS OR ACHIEVE CERTAIN RESULTS. SOME JURISDICTIONS PROVIDE FOR CERTAIN IMPLIED WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE UNITY ENTITIES DISCLAIM ANY AND ALL IMPLIED OR EXPRESS PROMISES OR WARRANTIES ABOUT THE PRODUCTS.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE UTECH ENTITIES WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS , WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THESE TERMS OR ANY TERMINATION OF THIS AGREEMENT), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE UTECH ENTITIES HAVE BEEN WARNED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL THE UTECH ENTITIES MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED $100 USD.
14. Dispute Resolution
YOU AND UTECH BOTH AGREE TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM THAT IN ANY WAY ARISES OUT OF OR RELATES TO THESE TERMS OR FROM YOUR PARTICIPATION IN THE PROGRAM, INCLUDING ANY DISPUTE BETWEEN YOU AND OUR EMPLOYEES OR AGENTS (“DISPUTE”), ONLY ON AN INDIVIDUAL BASIS OR IN SMALL CLAIMS COURT. YOU AND UTECH AGREE THAT THERE WILL NOT BE A JURY TRIAL AND EACH HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SUBJECT MATTER THEREOF. THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA (AND, TO THE EXTENT CONTROLLING, THE FEDERAL LAWS OF THE UNITED STATES). THE LAWS OF SUCH JURISDICTIONS WILL GOVERN WITHOUT REFERENCE TO THE CONFLICTS-OF-LAWS RULES THEREOF. YOU AND UTECH AGREE THAT ANY CLAIM, ACTION OR DISPUTE ARISING UNDER OR RELATING TO THESE TERMS WILL BE BROUGHT EXCLUSIVELY IN (AND THE PARTIES WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF) THE STATE AND FEDERAL COURTS LOCATED IN SAN FRANCISCO COUNTY, CALIFORNIA. NOTHING IN THE FOREGOING WILL PREVENT UTECH FROM BRINGING AN ACTION FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN ANY COUNTRY WHERE SUCH INFRINGEMENT IS ALLEGED TO OCCUR.
15. General Terms
a. Independent Contractor. You and UTECH are independent contractors and nothing in these Terms will be construed as establishing an employment or agency relationship between you and us. Neither party will have the authority to bind the other party by contract or otherwise, and neither party will hold itself out, expressly or impliedly, as having such authority.
b. Modification. UTECH reserves the right to change or modify these Terms without prior notice. You understand that that if you continue to participate in the Program after such amendment of the Terms, such participation will indicate your acceptance of the amended Terms.
c. Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
d. Waiver. The failure by a party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision by such party.
e. No Election of Remedies. Except as expressly set forth in these Terms, the exercise by a party of any of its remedies under these Terms will not be deemed an election of remedies and will be without prejudice to its other remedies under these Terms or available at law or in equity or otherwise.
f. Assignment. You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent UTECH.
g. Entire Agreement. These Terms constitute the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to its subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by a registered signatory of UTECH.
h. Translations. To the extent that these Terms are translated, such translation is provided for solely for convenience, and the English version of these Terms will govern any disputes arising here from.