Operate Terms of Service
These Terms of Service (the General Terms and the Additional Terms, being the “Terms”) are a binding agreement between you and Unity Technologies SF, which is an entity duly organized and existing under the laws of the state of California (together with its affiliates and subsidiaries, “Unity”), and govern your use or access to the Operate Services made available to you by Unity. Please see Section 20 for definitions of certain capitalized terms used in these Terms.
The term “you” as used in these Terms means either an individual utilizing any of the Operate Services in his or her individual capacity or the company or other entity affiliated with an individual utilizing any of the Operate Services on behalf of that company or other entity.
By clicking to accept these Terms, registering for any of the Operate Services or accessing, enabling or utilizing any of the Operate Services or Operate Service Assets, you represent that you have read, understand, accept and agree to these Terms. If you do not accept and agree with these Terms you are not authorized to use any of the Operate Services or Operate Service Assets.
If you are entering into these Terms on behalf of a company or other entity (e.g., an Agency on behalf of an Advertiser), 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 other entity and that such company or other entity will be bound by these Terms. In such a case, the term “you” will also refer to such third party(ies) on a joint and several basis. If you are an individual entering into these Terms on your own behalf, you represent that you are the age of legal majority or older and have the legal capacity to enter into and be bound by these Terms.
We encourage you to review these Terms periodically for changes. Your continued use of the Operate Services or any of the Operate Services Assets following modifications made to these Terms or any of the Policies constitutes your acceptance of them.
I. The General Terms
1. Use of the Operate Services.
1.1. In order to use the Operate Services, you and your Users must provide registration information as requested by Unity, which may include the requirement to create a Unity ID or account for use of the Operate Services (“Service Account”). Access to a Unity ID or Service Account is provided solely to the individual registering that Unity ID or Service Account and Unity IDs and Service Account log-in credentials may not be shared among individuals. You are responsible for: (i) maintaining the confidentiality and security of all log-in credentials for Unity IDs and Service Accounts used by you and your Users; and (ii) all activities that occur through such Unity IDs and Service Accounts and for each User’s compliance with these Terms. You agree to immediately notify Unity of any unauthorized use (including any security breach) of any Unity IDs or Service Accounts.
1.2. You agree that (i) you will comply with the Documentation for the Operate Services; and (ii) without such compliance, Unity may be unable to provide the Operate Services to you or the Operate Services may operate incorrectly. Unity will have no liability to you if Unity is unable to provide the Operate Services or the Operate Services fails to operate correctly as a result of your failure to comply with this Section 1.2.
1.3. You agree to update to the most recent version of the Operate Service SDKs within ninety (90) days of the version's release date. You agree to list Unity and its authorized resellers (as Unity may communicate to you from time to time) in your published app-ads.txt file.
1.4. Unity hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to: (i) access and use the Operate Service APIs and Operate Dashboard solely as provided for in the Documentation and solely for your internal use in connection with your use of corresponding Operate Services for corresponding Applications; and (ii) use and integrate the Operate Service SDKs in your Applications solely as provided for in the Documentation and solely to implement the corresponding Operate Services in corresponding Applications. You agree that these licenses only apply to a respective Operate Service or Operate Services Asset when the respective Operate Service or Operate Service Asset is actually made available by Unity.
1.5. You agree that: (i) you may only use the Operate Services and the Operate Service Assets as expressly permitted in these Terms; and (ii) all licenses granted to you in these Terms are conditioned upon your compliance with these Terms.
1.6. A current Unity Software subscription level, fees or other requirements may apply for access to and use of certain Operate Services or Operate Services features. You acknowledge that any access to and use of the Unity Software requires a separate, valid agreement between you and Unity or one of its Affiliates and would be subject to that agreement. Unity reserves the right to apply or change any subscription requirements, fees, pricing, delivery methods, or other requirements associated with any of the Operate Services or Operate Service Assets or features at any time.
1.7. You agree that you will promptly provide Unity with all such information, assistance, and materials as Unity may reasonably require for the performance of its duties under these Terms.
2.1. Unless otherwise specified in a Services Confirmation, all payments hereunder will be made in U.S. Dollars. With respect to payments from you to Unity for the Operate Services, you agree that you have all necessary rights, power, and authority to authorize each such payment. You agree to maintain sufficient funds or credit availability in your payment method to satisfy your amounts due and that Unity reserves the right to suspend your Service Account or access to the Operate Services if sufficient funds or credit availability are not available at the time your payment is submitted, or if your payment is late. Without limiting Unity’s rights or remedies, for unpaid invoices, late payments or insufficient funds: (a) Unity may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable law; (b) you will reimburse Unity for all costs incurred in connection with the collection of amounts payable and past due; and (c) Unity may use any funds otherwise payable to you under any agreement between you and Unity to satisfy any sums you owe to Unity, including, without limitation, unpaid invoices, late payments, interest payments or insufficient payments.
2.2. Payment-specific provisions that are relevant to each Operate Service are set out in the Additional Terms below.
Except as otherwise expressly provided by Unity to the contrary, all payments from Unity hereunder are inclusive of taxes, and any taxes (including sales, use, goods and services (GST), value added (VAT), taxes on digital or electronic services, excise or other taxes (other than taxes based on Unity net income)) arising from or related to your use of the Operate Services or payments made to you will be your responsibility and must be remitted by you. If applicable laws require withholding of any amounts due to you, Unity 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). Unity may deduct any national, federal, state, local, or other taxes and assessments, including value-added taxes and amounts levied in lieu thereof based on charges set, services performed or amounts accrued hereunder. Payments to Unity made under these Terms shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges and/or fees imposed by any governmental taxing authority except as required by law or otherwise permitted under these Terms. If you are required to make any such deduction as required by applicable laws, you will pay to Unity such additional amounts as are necessary to ensure Unity's receipt of the full amount that Unity would have received but for the deduction. You will promptly reimburse Unity for any such taxes or duties that Unity pays to taxing authorities. You will promptly produce any tax information or documentation required by Unity. With respect to any such taxes on payments under these Terms, you will indemnify and hold harmless Unity against any and all claims by any tax authority for any underpayment and any penalties and/or interest thereon.
4. Experimental Services.
From time to time, Unity may provide Operate Services in experimental, “beta”, or any other in-development release form, including “preview packages” (“Experimental Services”). You agree that: (i) any Experimental Services are still in development, unfinished, and may have bugs, and that such Experimental Services may not work as intended or at all; (ii) while technical support may be offered by Unity at its sole discretion as described in any Documentation related to such Experimental Services, Unity has no obligation to provide any support in connection with the Experimental Services, nor any patches, updates, new releases, or new versions of the Experimental Services. Unity may discontinue Experimental Services at any time in its sole discretion and may never make them generally available.
5. Certain of Your Obligations.
5.1. You will obtain all appropriate permissions from End-Users in connection with access to and usage of End-User’s device sensors (e.g., accelerometer, camera, etc.), as may be required from time to time in connection with the applicable Operate Services.
5.2. You agree that you will not use the Operate Service Assets with any software or other materials that are subject to licenses or restrictions (e.g., certain open source software licenses) that, when combined with the Operate Service Assets, would require Unity or any other party to disclose, license, distribute or otherwise make all or any part of such Operate Service Assets available to anyone.
5.3. You will not and will not authorize or otherwise permit any third party to: (i) engage in illegal or fraudulent conduct by use of any of the Operate Services (including, with respect to the Advertiser Service, by virtue of the Ads, Advertiser Properties, or Advertiser Goods); (ii) access or use any part of the Operate Services or Operate Service Assets for any purpose except for access or use of corresponding Operate Services and Operate Service Assets for corresponding Applications in accordance with these Terms; (iii) market, sell, lease, rent, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any part of the Operate Services or Operate Service Assets; (iv) copy, modify, duplicate, decompile, reverse engineer, disassemble or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Operate Services or any of the Operate Service Assets, except where expressly permitted under law; (v) access all or any part of the Operate Services or Operate Service Assets in order to create or attempt to create a product or service that is a substitute or similar service to the Operate Services or Operate Service Assets, or which otherwise competes with the Operate Services or Operate Service Assets; (vi) use any of the Operate Services or Operate Service Assets for timesharing or service bureau purposes, or otherwise for the benefit of any third party; (vii) use any automated tool (e.g., robots, spiders) to access or use any part of the Operate Services or Operate Service Assets, and, with respect to your use of the Advertiser Service, use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Network Properties or the Advertiser Service; (viii) attempt to breach or circumvent or disable any technical, usage or other security features of Unity or a third party with respect to the Operate Services or Operate Service Assets; (viii) use the Operate Services or Operate Service Assets in a manner that overburdens, or that threatens their integrity, performance or availability (including the Operate Service APIs); (ix) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any of the Operate Services, Operate Service Assets or Ads; (x) access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any of the Operate Services (including, with respect to the Advertiser Service any systems used for calculating conversions and any Network Property), Operate Service Assets or any of your Applications; (xi) access, store, distribute, introduce, or transmit any material (including, with respect to the Advertiser Service, with respect to the Ads, Advertiser Properties and Advertised Goods) during the course of its use of the services which is false, deceptive, misleading, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property (xii) transmit or store any Sensitive Data in connection with the Operate Services; (xiii) take any other actions that interfere with, disrupt or interact in an unauthorized manner with any part of the Operate Services or Operate Services Assets (including any related devices, computer systems, servers or networks), or in the case of the Advertiser Service, any systems used for calculating conversions or any Network Property; (xiv) use the Advertiser Service to create any other product, service or dataset except with respect to Campaign Information; or (xv) log, capture, or otherwise create any record of any data transmitted to or from the Advertiser Service; or (xvi) make or publish any representations or warranties on behalf of Unity concerning the Operate Services or Operate Service Assets without Unity’s prior written approval.
6.1. Unless these Terms explicitly state otherwise, you agree that the data processing addendum listed below applies in addition to these terms for each such Operate Service.
6.2. Service & DPA
Monetization Services: Controller-Controller DPA
Advertiser Services: Controller-Controller DPA
Engage Services: Controller-Controller DPA
Game Services (not including Engage Services): Controller-Processor DPA
Multiplayer Services: Controller-Processor DPA
Consulting Services: Controller-Processor DPA
6.3. Insights Data. You may use the Operate Services APIs that Unity makes available to you to retrieve Insights Data solely as provided for in the Documentation. You may use Insights Data for your own business purposes, but you may not transfer Insights Data (including, anonymous, aggregated or derived data) to any third party (including, but not limited to, any ad network, data broker or other advertising or monetization related service) or expose Insights Data to the general public.
6.4. Operate Services Data.
6.5. Data-specific provisions that are relevant to each Operate Services are set out in the Additional Terms below.
7. Ownership; Feedback; Promotion
7.1. As between you and Unity, you own all right, title and interest (including all intellectual property and proprietary rights) in and to your Applications and your Cross Promo Content. As between you and Unity, Unity owns all right, title and interest (including all intellectual property and proprietary rights) in and to the Operate Services and Operate Service Assets, as well as all products, concepts, materials, techniques, methods and know-how used or provided by Unity in the provision of the Operate Services or included in or with the Operate Services. Unless otherwise provided herein, you shall not have or obtain any rights in the Operate Services and Operate Services Assets, or any products, concepts, materials, techniques, methods and know-how used or provided by Unity in the provision of the Operate Services or included in or with the Operate Services without prior approval in writing from Unity. Unity may market, distribute, make derivative works from, and sell similar work to other customers without further notice to or consent from you. Nothing in these Terms shall restrict or prohibit Unity’s right to use concepts, techniques, and know-how used or developed in the course of performing the Operate Services.
7.2. Subject to Sections 7.3 and 7.4 below, as between you and Unity, you will own all right, title and interest (including all intellectual property and proprietary rights) in and to the Materials that are specifically produced by Unity for you and which have been paid for by you, provided that ownership of such Materials in favor of you is explicitly stated in a Services Confirmation. You hereby grant to Unity a perpetual, irrevocable, sub-licensable, royalty-free license to use and reproduce the intellectual property rights owned by you in Materials pursuant to the preceding sentence. You will not own any intellectual property rights in any works, materials or concepts produced by Unity which you do not accept and/or which does not form part of the Materials, and all such rights will be retained by Unity.
7.3. Notwithstanding the foregoing, Unity will own all intellectual property rights in any pre-existing Materials, inventions, improvements, developments, concepts, developments, or any other proprietary information that Unity supplies or makes available to you and any modifications or alterations made to them and any works derived from them. All intellectual property rights in any product or material Unity obtains for you from a third party will belong to that third party unless Unity agrees otherwise in writing.
7.4. Unless otherwise agreed between you and Unity in writing, any rights that Unity obtains for you to use any original illustrations, photos, artwork or other works or materials will cover one use only for the purpose of providing the Operate Services.
7.5. You are not required to provide Feedback to Unity, but in the event you do so, Unity will own the Feedback. You irrevocably assign to Unity all right, title and interest (including all intellectual property and proprietary rights) in and to any Feedback, which Unity, its Affiliates, licensees and business partners may exploit without restriction or obligation.
7.6. You grant to Unity a royalty-free, fully paid-up, sublicensable, nonexclusive, worldwide license to reproduce, display, distribute and otherwise use your content, logos, name, and any trade names, as well as the trademarks, service marks, logos, brand features and content from or associated with any of your Applications in advertising, sales, marketing, promotional materials or communications related to the Operate Services, Unity or any of its Affiliates. You will not use Unity’s trade name, trademarks, logos, or Ads without Unity’s prior written approval.
8. Reservation of Rights.
You agree that other than as expressly provided in these Terms, Unity grants you no right, title or interest in or to the Operate Services or any of the Operate Service Assets. Unity reserves the right to suspend, reject or terminate your access to and use of any of the Operate Services or Operate Service Assets and to suspend, deprecate, terminate or modify any of the Operate Services or components thereof, Operate Service Assets, or these Terms, all at any time, with or without notice, and with no liability to Unity. Unity will provide notice of material modifications by posting notice of the modified Terms to one or more websites owned or operated by Unity, including https://unity3d.com/legal, on the Operate Dashboard, or by other means of notifying you (including e-mail). Modifications will not apply retroactively. You agree that the Invalid Activity Policy, Content Policy, Rewarded Inventory Policy and Placement Policy (the “Policies”) may be modified from time to time without notice.
9.1. For the purposes of this Section, “Confidential Information” includes any and all information that is disclosed by a party (“Disclosing Party”) to the receiving party (“Receiving Party”) 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. Confidential Information shall not include information which: (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party without restriction on use and disclosure, before receipt from the Disclosing Party; (c) becomes rightfully known to the Receiving Party without confidential or proprietary restriction from a source other than the Disclosing Party that does not owe a duty of confidentiality to the Disclosing Party with respect to such Confidential Information; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
9.2. The Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, other than to the Receiving Party’s employees, agents and consultants who need to know such information to carry out the purposes contemplated by these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.
9.3. The Receiving Party agrees to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as the Receiving Party uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).
9.4. The Receiving Party may use or disclose Confidential Information to the extent (i) approved by the Disclosing Party in writing or (ii) the Receiving Party is legally compelled to disclose such Confidential Information provided, however, that prior to any such compelled disclosure, the Receiving Party shall give the Disclosing Party reasonable advance notice of any such disclosure and shall cooperate with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
9.5. At any time at the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all materials (in written, electronic or other form) containing the Disclosing Party’s Confidential Information, including any copies and extracts thereof, and so certify in writing to the Disclosing Party. It is not a breach of the foregoing obligation to the extent the Disclosing Party’s Confidential Information is contained in an electronic file created pursuant to the Receiving Party’s routine backup or archiving procedures if such file is not easily deleted and is not generally accessible beyond the need for disaster recovery or similar operations.
10. Term, Termination and Suspension.
10.1. Term. These Terms will begin upon your acceptance of these Terms. If accessing the Operate Services pursuant to a Services Confirmation that specifies an Initial Period, these Terms shall continue for the Initial Period unless terminated earlier in accordance with these Terms, and thereafter automatically renew for successive Renewal Periods until either party notifies the other in writing at least ninety (90) days before the end of the Initial Period or applicable Renewal Period. If you are not accessing the services pursuant to a Services Confirmation, or if such Services Confirmation does not specify an Initial Period, these Terms shall continue until terminated by either party in accordance with these Terms. With respect to your use of the Unity Consulting Services, these terms and conditions shall expire upon completion of the Consulting Services and full payment for the Consulting Services, unless earlier terminated in accordance with these Terms or a Services Confirmation.
10.2. Termination & Suspension.
10.2.1. Termination for Cause. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect upon giving written notice to the other party if: (i) the other party commits a material breach of these Terms which breach his irremediable or, in the event of a remediable breach, the other party has failed to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or (ii) the other party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors.
10.2.2. Termination for Convenience. Subject to Section 8, (i) with respect to your use of the Advertiser Service, either party may terminate these Terms at any time, with or without cause, by providing at least forty-eight (48) hours’ prior notice to the other party; and (ii) with respect to your use of the Game Services which are not for a fixed duration and not subject to an Initial Period, either party may terminate these Terms by providing the other party with at least ninety (90) days’ notice.
10.2.3. Effect of Termination. Upon termination of these Terms for any reason: (i) you shall pay to Unity all outstanding unpaid invoices, interest, and costs of collection and, in respect of the Operate Services supplied but for which no invoice has been submitted, Unity may submit an invoice for Operate Services actually provided, which shall be payable immediately on receipt (to be clear, this shall apply even if under the other payment provisions of these Terms, Unity would not at that stage otherwise be entitled to submit an invoice in respect of the Operate Services performed); and (ii) Unity will be entitled to deduct any outstanding charges from your billing account.
11. 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 of your Applications; (ii) you have and will maintain all necessary rights, power, licenses and authority to perform the acts required of you and to permit Unity to perform its obligations, and exercise any rights or licenses you grant, under these Terms; (iii) each of your Applications is in compliance with these Terms, including, as applicable, the Content Policy, Placement Policy, Rewarded Inventory Policy and Invalid Activity Policy, and, with respect to your use of the Advertiser Service, the Advertiser Content Policy, and any requirements imposed by your platform licensor; (iv) you own or have all necessary rights to your Applications, Cross Promo Content, the Advertiser Properties, the Advertised Goods, and any information, data or items you provide to Unity for the purposes of these Terms, and the foregoing do not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity, nor could they reasonably be determined to tarnish the goodwill of Unity or, with respect to your use of the Advertiser Service, any Network Property; (v) your Applications, the Ads, the Advertised Properties, and the Advertised Goods, and you and your activities in connection with the Operate Services will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations; (vi) you will obtain and comply with any and all applicable consents, authorizations and clearances from End-Users to allow Unity to collect, use, store, process and transfer Operate Services Data as contemplated in these Terms; (vii) you will obtain and comply with any and all applicable consents, authorizations and clearances from End-Users collected by Third Party Ad Networks to perform any personal data processing in connection with your Mediated Campaigns; and (viii) you are not located in a country embargoed by the United States and you are not on the U.S. Treasury Department's list of Specially Designated Nationals.
12.1. You will indemnify, defend and hold harmless Unity, its Affiliates and its Demand Partners and each of the foregoing’s respective officers, directors, employees, agents and contractors (each an “Indemnified Party”) on demand from and against any third party claims, suits, actions or allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including 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 these Terms, including any of your representations or warranties; (ii) claims that any of your Applications, Cross Promo Content, or any information, data or items you provide to Unity for the purposes of these Terms infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy right, rights of publicity or other rights; (iii) for users of the Advertiser Service, any claim relating to any of the Ads, Advertiser Properties or Advertised Goods or your use of the Advertiser Service; (iv) Unity’s use of any content or technology that you require Unity to use; and (v) any negligent act or willful misconduct by your or any party acting on your behalf; (vi) violation or failure by you to comply with any laws or regulations in connection with your Applications, use of the Operate Services or otherwise; (vii) violation or failure by any Third Party Ad Network to comply with any laws or regulations in connection with your Applications or the rights (including data privacy rights) of any End-User; (viii) any data breach or other unauthorized access to or disclosure of any Operate Services Data you access or retrieve; and (ix) violations or alleged violation of COPPA with respect to Applications that you do not initially designate as “directed to children”, or with respect to Applications that are incompatible with COPPA as specified by these Terms.
12.2. You reserve the right, at your expense, to provide Unity with prompt written notice of your intention to assume the exclusive defense and control of any matter for which you are required to indemnify any Indemnified Party (absent which Unity or the Indemnified Party, as determined by Unity, will control such defense at your cost), and Unity agrees to reasonably cooperate with your defense of such matters at your expense. You may not enter into any settlement for which indemnity is sought unless Unity gives its prior written approval of the settlement.
13. Governing Law; Jurisdiction; Dispute Resolution.
13.1 These Terms and relationship between the parties will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to or application of conflict of laws rules or principles and regardless of your location. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
13.2. Except as set forth below in Section 13.4, any dispute arising out of or in connection with these Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.
13.3. The parties agree that all disputes must be arbitrated in the City and County of San Francisco, California State of California, United States of America before the American Arbitration Association (“AAA”) and under the AAA’s Commercial Arbitration Rules. The arbitration shall be conducted by one (1) arbitrator in English. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND UNITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in any court to enforce its intellectual property or other proprietary rights (including, to seek injunctive relief) or otherwise to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages). The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
13.4. Notwithstanding the parties' ability 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 the City and County of San Francisco, California. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNITY AND ITS AFFILIATES, EACH DISCLAIM ANY AND ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE OPERATE SERVICES AND THE OPERATE SERVICES ASSETS, INCLUDING EXPERIMENTAL SERVICES AND EXPERIMENTAL ASSETS AND CONSULTING SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OPERATE SERVICES, OPERATE SERVICES ASSETS, ADS, AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE OPERATE SERVICES 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 DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT ANY PART OF THE OPERATE SERVICES OR OPERATE SERVICES ASSETS ARE ACCURATE, COMPLETE, RELIABLE OR CURRENT OR THAT THE OPERATION OF ANY PART OF THE OPERATE SERVICES (INCLUDING ANY NETWORK PROPERTY) OR OPERATE SERVICES ASSETS WILL PERFORM UNINTERRUPTED OR ERROR FREE. UNITY DOES NOT WARRANT OR GUARANTEE THE RESULTS OF USE OF THE OPERATE SERVICES OR OPERATE SERVICES ASSETS 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 OPERATE SERVICES OR OPERATE SERVICES ASSETS.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UNITY, 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, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE OPERATE SERVICES OR OPERATE SERVICES ASSETS, EVEN IF UNITY 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 OR RELATING TO THESE TERMS OR ANY OF THE OPERATE SERVICES OR OPERATE SERVICES ASSETS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) USD.
Notices to you will be sent by email to the address you provide Unity. Notices to Unity will be sent by email to firstname.lastname@example.org; provided, however, that any notice to Unity 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 to Unity will be effective only if made and delivered in the manner expressly set forth above.
17. Entire Agreement; Survival
These Terms set forth the entire agreement between you and Unity relating in any way to the Operate Services and Operate Services Assets and supersede any and all prior terms and agreements (whether written or oral) with respect to that subject matter. Sections 2, 3, 7, 8, 9, 10.2.3, and 12 – 20 and those that by their terms apply after these Terms end will survive any termination or cancellation of these Terms (including your use of the Operation Services and Operation Services Assets).
18. Force Majeure.
Neither party shall be responsible for failure to perform any obligations hereunder (other than the obligation to pay amounts due) due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents performance.
The 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.” Unity and you are independent contractors, and neither Unity nor you is an agent, representative or partner of the other. You agree that any claim arising from or related to these Terms must be filed within six (6) months after the claim arose; otherwise, the claim will be permanently barred where permitted by applicable law. The waiver of any breach or default of these Terms by Unity will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of Unity. If any provision of these Terms 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. The use of headings herein is for convenience only and is not intended as nor will it be used as an aid to interpretation. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Unity’s prior written consent, and any attempt to do so in breach of the foregoing will be null and void. You agree Unity has the right to assign these Terms and delegate its obligations under these Terms at any time and without notice.
- “Ad Service for Publishers” means the advertising network and ad delivery platform provided by Unity for publishers of mobile applications, including the Operate Dashboard made available in connection with such services.
- “Ad(s)” means any advertisement or creative (including, for example, AR or playable ad) provided, presented or delivered through the Ad Service for Publishers or the Advertiser Service, including the content (e.g., text, graphics, audio and video), format, URLs, pixels, tags, logos, trademarks, brand features, and information included in such advertisement or creative.the Analytics Service(s) when used in conjunction with the Ad Service for Publishers or any other Operate Service to which a Controller-Controller DPA applies.
- “Advanced Analytics” means the Analytics Service(s) when used in conjunction with the Ad Service for Publishers or any other Operate Service to which a Controller-Controller DPA applies.
- “Advertiser” means “you” if you utilize any part of the Advertiser Service.
- Advertiser Content Policy” means the guidelines and policies accessible at https://unity3d.com/legal/advertising-content-policy (or a different URL Unity may provide from time to time), which may be modified from time to time without notice.
- “Advertiser Service” means the services Unity provides to advertisers, which services allow advertisers to order campaigns for advertisements within mobile applications, including the Operate Dashboard made available in connection with such service.
- “Advertiser Service Data” means any data (and each component of such data) collected, received or derived from Ads, the Operate Dashboard or otherwise in connection with the Advertiser Service or any Unity SDK, including data collected through pixels in your Ads or any data obtained from third parties (including Attribution Partners) while providing the Advertiser Service.
- “Agency” means “you” if you are the advertising agency working on behalf of Advertiser.
- “Agreement” means the agreement for the Operate Services between You and Unity as set forth in these Terms and, if applicable, a Services Confirmation.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with a party.
- “Analytics Service(s)” means the data collection, analysis, export visualization and dashboard reporting platform for application, device, player, and performance data and the live services and configuration management tools provided by Unity, including Unity Analytics, the deltaDNA Platform Services, and the Core Analytics, Remote Settings, Remote Config, Standard Events, Live Stream, LiveTune and Heat Map features, but excluding any service that would qualify as an “Engage Service”.
- “Applications” means your applications (including the content contained therein), projects, media, software, or virtual-reality or augmented-reality content supported by the Operate Services that you develop, own, operate or control for purposes of these Terms and that utilize or are delivered utilizing Operate Services.
- “Available” means that you are able to connect to the website on which the deltaDNA Platform is hosted and access the substantial majority of functionality and content in the deltaDNA Platform, and that the deltaDNA Platform (and substantially all components thereof) are functioning correctly and accurately with a level of latency no greater than that experienced by services to the deltaDNA Platform with similar technology elements, functionality and numbers of end users.
- “CCPA” means the California Consumer Privacy Act of 2018.
- “Charges” means the charges for the Game Services, if applicable, as set out in a Services Confirmation.
- “Consulting Services” means the specific consulting services to be performed by a Unity employee or agent or other third party authorized by Unity as specified in the applicable Services Confirmation.
- “Content Policy” means the guidelines and policies accessible at https://unity3d.com/legal/content-policy (or a different URL Unity may provide from time to time), as they may be updated from time to time.
- “Controller-Controller DPA” as used in these Terms means the Monetization and Advertising Controller Data Protection Addendum accessible at https://unity3d.com/legal/Controller_DPA_Monetization_Advertising (or a different URL Unity may provide from time to time), which may be modified from time to time without notice.
- “Controller-Processor DPA” as used in these Terms means the Monetization and Advertising Processor DPA accessible at https://unity3d.com/unity3d.com/legal/Processor_DPA_Monetization_Advertising (or a different URL Unity may provide from time to time), which may be modified from time to time without notice.
- “COPPA” means the Children’s Online Privacy Protection Act and related regulations.
- “Cross Promo Content” means content you supply for use in Cross Promos.
- “Cross Promo Service” means the service provided by Unity that facilitates the management and delivery of Cross Promos.
- “Cross Promos” means promotions within an Application for one or more other Applications.
- “deltaDNA Platform” means the deltaDNA tool through which deltaDNA will provide the deltaDNA Platform Services.
- “deltaDNA Platform Criteria” means the criteria relating to the use of the deltaDNA Platform by you as set out in the Service Confirmation.
- “deltaDNA Platform Services” means the analytic data services or other services provided through the deltaDNA Platform, as more specifically set out in a Services Confirmation, if applicable, and/or Documentation, including, if applicable, Predictive Segments.
- “Demand Partners” means any third-party engaged in the buying or selling of advertising.
- “Device Identifiers” means Apple IDFAs and Android Advertising IDs.
- “Documentation” means the instructions, requirements, guidelines and other documentation for the Operate Services and Operate Service Assets made available via the Operate Dashboard, the Unity Software or as otherwise communicated by Unity from time to time (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time), which Documentation may include integration, configuration, technical and other guidelines and requirements. Documentation may vary by platform and integration method.
- “End-User” means an end user who views, uses or otherwise engages with an Application.
- “Engage Service(s)” means the Personalized Game Experience and Placement Service and Advanced Analytics.
- “Event” means, in relation to the deltaDNA Platform Services, any data record that is received and processed by Unity on your behalf and counts towards the total events for a particular month. This includes: (i) events created by you and sent either from the game or its server; (ii) events automatically sent by the SDK; (iii) events sent through third party integration; (iv) events created to track in game engagements; (v) events created to track out of game messages sent; and (vi) events that fail because they do not meet the schema definition. Events with arrays get split into separate events and the separate events will count the total number of events created.
- “Feedback” means any ideas, suggestions or other feedback you provide to Unity or any of its Affiliates regarding the Operate Services or any of the Operate Services Assets, including suggestions and feedback you post to any part of the Operate Dashboard or other online forums or properties owned or maintained by Unity or any of its Affiliates.
- “Game Services” means the Analytics Service, the Engage Service, and the services known as “Cloud Content Delivery” and “ChilliConnect.”
- “IAP Service” means the service provided by Unity that allows developers to manage and monitor in-app purchases and related data across a number of different platforms.
- “Initial Period” means the period stated as the “initial period,” “initial term,” “service term” or similar designation in the Services Confirmation or online sign up flow referencing these Terms. For the avoidance of doubt, if a Services Confirmation states that an Initial Period is “monthly,” such Initial Period shall be deemed to be one month, and if a Services Confirmation states that an Initial Period is “annual,” such Initial Period shall be deemed to be twelve (12) months.
- “Insights Data” means information and data collected or derived from your use of the Operate Services that is displayed for your Applications via the Operate Dashboard or retrieved through Operate Services APIs in accordance with the Documentation.
- “Invalid Activity Policy” means the guidelines and policies accessible at https://unity3d.com/legal/invalid-activity-policy (or a different URL Unity may provide from time to time), as they may be updated from time to time.
- “Inventory” means, in connection with the Ad Service for Publishers, inventory made available for Ads in your Applications.
- “License” means a worldwide, non-exclusive, sublicenseable, royalty free and fully paid-up right and license.
- “Materials” reports, presentations and other materials to be provided by Unity as part of the Operate Services including those stated in the Services Confirmation, if any, including any intellectual property rights therein.
- “Mediated Campaigns” means advertising campaigns that are delivered through Third Party Ad Networks in connection with your use of the Monetization Products.
- “Monetization Products” means the monetization platform and services which allow you to manage, serve and optimize advertisement campaigns in your Applications (including by communicating with supported Third Party Ad Networks).
- “Monetization Service(s)” means, collectively, the Ad Service for Publishers, Monetization Products, the Cross-Promo Service and the IAP Service.
- “Multiplayer Services” means the Unity cloud service offerings which provide tools for creating and operating multiplayer games, including the services known as “Multiplay” and “Vivox.”
- “Net Revenue” means, in connection with the Ad Service for Publishers, amounts due and owing to Unity from Demand Partners attributable to Ads in your Applications, less any of the following (“Deductions”): (i) any commissions or fees due to, or revenue share retained by, third parties related to the Ads; (ii) refunds to Demand Partners; (iii) payment processing or transaction fees; (iv) adjustments, chargebacks and bad debt; and (v) taxes (other than taxes payable on Unity net income).
- “Network Properties” means a third-party mobile application or site in which Ads may be delivered through Unity’s advertising network in connection with the Advertiser Service.
- “Operate Dashboard” means the webpages, subpages, content and information related to the Operate Services accessible at https://developer.cloud.unity3d.com and https://unityads.unity3d.com/admin/, including the related online dashboards and administration tools, and, with respect to the Advertiser Service, the APIs made available to you for creation, submission and delivery of Ads you wish to run.
- “Operate Service APIs” means the APIs made available by Unity to you for use in connection with the corresponding Operate Services.
- “Operate Service SDKs” means the software development kits, libraries, source code, sample code, plug-ins and extensions made available by Unity to you for purposes of implementing corresponding Operate Services in your Applications.
- “Operate Service Assets” means the Documentation, the Operate Service APIs, the Operate Service SDKs and the Operate Dashboard.
- “Operate Services Data” means any information or data that Unity collects or derives in connection with the Operate Services or otherwise through the Operate Services Assets or the Unity Software.
- “Operate Service(s)” means, collectively, the Monetization Services, the Advertiser Service (including the Advertiser Service Data), the Game Services, the Multiplayer Services, and the Consulting Services, as well as the Operate Dashboard.
- “Personalized Game Experience and Placements” means a service that makes automatic, data-driven decisions to optimize player retention, game systems and/or monetization performance, including by using the other Operate Services (e.g., Ad Service for Publishers, Cross Promo Service), as well as Experimental Services such as Unity GameTune, Game Foundation, and Predictive Segments.
- “Placement Policy” means the guidelines and policies accessible at https://unity3d.com/legal/placement-policy (or a different URL Unity may provide from time to time), as they may be updated from time to time.
- “Renewal Period” means the period specified as such in the Services Confirmation (if any) or as extended in writing by Unity, or, if no such period is specified, a duration equal to that of the Initial Period.
- “Rewarded Inventory Policy” means the guidelines and policies accessible at https://unity3d.com/legal/rewarded-inventory-policy (or a different URL Unity may provide from time to time), as they may be updated from time to time.
- “Rewarded Offers” means an Ad where an End-User is rewarded with virtual currency or other in-app benefits in exchange for the End-User’s engagement with an Ad in accordance with the Rewarded Inventory Policy.
- “Sensitive Data” as used in these Terms means information in any of the following categories: (i) passwords or authentication/authorization credentials of any kind, (ii) financial account information of any kind (including, credit card numbers), (iii) passport, driver's license, social security or any other government issued identification numbers, (iv) health data (v) personally identifiable information knowingly collected from children under the age of 13, and (vi) any information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA and special data security laws).
- “Services Confirmation” means an order form, an online sign-up, subscription, or billing flow, an addendum, a statement of work, or a similar document that references these Terms and identifies services to be provided.
- “Third Party Ad Network(s)” means third party advertising networks.
- “Unity Software” means the Unity-branded game engine and integrated game development platform.
- “Users” means the user of any Unity ID you associate with any of your projects enabling, accessing or using any of the Operate Services or Operate Services Assets.
The Additional Terms.
The following terms apply to the specific Operate Services that you use (the “Additional Terms”):
II. Monetization Services
1. Ad Service for Publishers. You grant to Unity a License to: (i) sell, have sold, fill and have filled Inventory in your Applications for which the Ad Service for Publishers is enabled; (ii) promote, market and report such Inventory to actual and prospective Demand Partners and other third parties (including, without limitation, by disclosing the names and identifiers for your Applications, such as bundle_ids or listing you on Unity’s published sellers.json file); and (iii) facilitate the reproduction, performance and display of Ads in your Applications for which the Ad Service for Publishers is enabled. You agree that Unity has sole authority to: (a) identify, select and manage relationships with Demand Partners; and (b) determine the prices, price floors (standard and/or dynamic), or price reserves, as well as terms under which Inventory is sold. You agree that the Ads are provided by third parties and Unity is not responsible for the Ads (including for the accuracy or legality thereof) or any associated website, application, content, information, product or service.
2. Monetization Products.
2.1. License. You grant to Unity a License to (i) configure and adjust settings you implement through the Monetization Products dashboards for the purpose of configuring your Inventory and/or mediating the Ad Service for Publishers and Third Party Ad Networks; (ii) collect data from your use of the Monetization Products and/or Ad Service for Publishers to provide analytics, reporting and data analysis; and (iii) share data (to the extent authorized by you via the Monetization Products) to your third party mobile measurement partners for impression-level reporting. You agree that certain features of the Monetization Products may incorporate certain Game Services, and your use thereof shall be subject to the Section titled “Game Services” below. You further agree that you will maintain a direct contractual relationship with each Third Party Ad Network, and that you will be directly and primarily liable to Unity for each Third Party Ad Network’s compliance with all applicable laws and regulations and End-Users’ rights and choices. You acknowledge that with respect to the Mediated Campaigns, Unity does not have a direct contractual relationship with any Third Party Ad Network in connection with your use thereof, and that Unity does not traffic or deliver the Mediated Campaigns. Accordingly, you agree that Unity shall have no responsibility and/or liability whatsoever with respect to any relationship between you and such Third Party Ad Networks, including but not limited to, any communications, data transfers and/or any aspect of the Mediated Campaigns. Further, you agree that Unity shall have no liability and/or responsibility for (i) the communication of End-User’s privacy and/or choice signals to and/or from the Third Party Ad Network and/or (ii) compliance of the Mediated Campaigns and/or the Third Party Ad Networks with any applicable laws and regulations. For certainty, in connection with your use of Third Party Ad Networks, all personal data is processed by you and/or the Third Party Ad Network directly through the Third Party Ad Network’s SDK, and Unity does not engage in any personal data processing in connection therewith.
2.2. Monetization Reporting. Unity may allow you to view on the Operate Dashboard your revenue, request, impression, and click data for the Ad Service for Publishers and/or Third Party Ad Networks that you have integrated into your Applications (“Monetization Reporting”). In connection with Monetization Reporting, you grant to Unity a License to access, collect and use such data relating to Mediated Campaigns with the Third Party Ad Networks. In order to enable Monetization Reporting for a Third Party Ad Network, you must have a valid account with the Third Party Ad Network and provide the credentials (as an authorized user) for such account(s) to Unity so that Unity may access, collect and use data from the account. You represent and warrant that (i) you are an authorized user of the Third Party Ad Network account, (ii) you have all necessary rights to authorize Unity to access and use such account to provide Monetization Reporting, and (iii) access, collection and use of the data from such account does not and will not violate any third party agreements or policies (including with Third Party Ad Networks). You may only use Monetization Reporting for your internal business purposes, including for purposes of advertising optimization, ad inventory allocation and other related purposes, in connection with your Applications supported by the Monetization Products. You acknowledge that Monetization Reporting data is provided in part by the Third Party Ad Networks and Unity shall not be responsible for discrepancies in reporting, or for the performance or results of such Third Party Ad Networks.
3. IAP Service. You grant to Unity a License to: (i) configure and communicate the in-app store settings and configurations you implement through the IAP Service with the applicable platform stores; (ii) help facilitate purchase initialization and processing, purchase receipts and receipt validation between your Applications and the applicable platform stores; and (iii) retrieve any related data from the applicable platform stores and Applications. You acknowledge that by enabling the IAP Service, Unity Analytics and related data collection will be automatically enabled in the Applications for which the IAP Service is enabled.
4. Cross Promo Service. You grant to Unity a License to reproduce, perform and display, and facilitate the reproduction, performance and display of Cross Promos and corresponding Cross Promo Content in your Applications in accordance with the configurations and placements you have implemented through the Cross Promo Service. You agree to provide Unity with your Cross Promo Content in accordance with the Documentation.
5. Use of the Monetization Service.
5.1. You agree to display all Ads delivered to your Applications in response to requests made to the Ad Service for Publishers (whether directly or through mediation). You will not attempt to circumvent any frequency caps or like limitations placed on any Ads. You will comply with the Rewarded Inventory Policy in connection with all Rewarded Offers.
5.2. You may not modify, edit, alter, obscure or truncate the content, text, appearance or order of any Ads or Cross Promos delivered via the Monetization Services or violate the Placement Policy.
5.3. You are solely responsible for accurately categorizing the content within each of your Applications and via the Operate Dashboard utilizing any content, age or other filtering functionality for Ads that may be made available via the Operate Dashboard. Unity does not guarantee that Ad content will be accurately filtered according to your settings.
5.4. You may enable the Ad Service for Publishers on behalf of a third-party as a mediation provider; provided you agree that you are fully responsible and liable for (i) that third-party’s compliance with the General Terms, and (ii) all payments owed to any such third-party in connection with Ads served in its Applications.
5.5. You will not, nor will you authorize or encourage any third party to, violate the Invalid Activity Policy. You agree that if Unity determines that the Invalid Activity Policy has been violated, Unity may deduct any amounts to compensate for the violation, as determined by Unity in its sole discretion, from amounts otherwise payable to you, and you will reimburse Unity for all losses associated with any Invalid Activity Policy violations, as determined by in Unity in its sole discretion, immediately upon demand by Unity.
6.1. All Net Revenue attributable to the Ads belongs to Unity, except that Unity will pay you a percentage of Net Revenue attributable to the Ads that run in your Applications each calendar month.
6.2. Payments associated within manual invoicing will be made within thirty (30) days of the later of (i) the end of the corresponding calendar month and (ii) receipt of a properly issued invoice for that calendar month. You agree to provide invoices for amounts payable to you in the form and manner as requested by Unity. If Unity performs self-billing, you authorize and direct Unity to generate monthly invoices on your behalf for amounts payable. Payments associated with self-billing will be made within sixty (60) days of the end of the corresponding calendar month. Unity will make self-billing invoices available to you, and you agree that should you fail to object to an invoice within ten (10) days of the corresponding invoice date, 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).
6.3. Unity’s obligation to pay a percentage of the Net Revenue payments to you is conditioned upon you providing Unity complete and accurate information relating to remittance of payment and requested tax information, and subject to adjustments for Deductions that may accrue. Unity reserves the right to take any Deductions based on a flat rate imposed across the Unity network or actuals. Amounts payable of less than one hundred dollars ($100 USD) may be held by Unity until amounts payable exceed one hundred dollars ($100 USD) or a final payment is due hereunder. If payments made to you are not received due to the failure to provide accurate information, failure to cash a check, or otherwise, Unity has no ongoing obligation to hold such funds for you and, after a reasonable time as determined by Unity in its discretion, the funds will continue to be considered property of Unity.
6.4. Net Revenue and payment calculations will be based on Unity’s measurements, which will be the system of record for calculating such sums. The Net Revenue share percentage applicable to you may be varied from time to time in Unity’s discretion.
6.5. In the event of any overpayment or other payment error (as determined by Unity), whether as a result of inaccurate information from a third party or otherwise (e.g., due to Deductions), Unity may in its sole discretion: (i) deduct any overpayments or amounts associated with other payment errors from future payments due to you; and/or (ii) require reimbursement in full of any such amounts, which you agree to remit to Unity in full within seven (7) business days of request. Unity reserves the right to deduct from any payments due or payable to you any amounts that you may owe Unity or any of its Affiliates in connection with any product or service. You agree that Unity may withhold payments due to you in the event that you breach these Terms.
III. Advertiser Service
1. Service Account. You agree to provide accurate, current and complete information in connection with registering for the Advertiser Service, your Service Accounts, and your use of the Operate Dashboard or your use of any other interface related to the Advertiser Service; and to promptly update any such information to keep it accurate, current and complete at all times.
2. Campaigns; Ads.
2.1. You may use the Operate Dashboard and/or, if applicable, execute an Insertion Order (“IO”) to specify relevant information for the services and/or campaigns you want to order (e.g., budgets, attribution window, scheduling, territories, bids prices and targeting parameters) (“Campaign Information”) and to supply necessary Ad creatives (e.g., videos, end cards, playable, or other creative assets (e.g., art, text, screenshots)). Unity will use the attribution window as provided by your Attribution Partner; provided that you agree to notify Unity of any changes to your attribution window prior to such change. Unity will use commercially reasonable efforts to comply with the Campaign Information and endeavor to deliver inventory for submitted campaign order(s), subject to inventory availability, your compliance with Documentation, and payment in full of all sums payable to Unity pursuant to Section 5 below. Unity may (i) determine the size, placement and positioning of your Ads and the Network Properties in which your Ads are delivered; (ii) crop or resize Ads; (iii) modify Ad components (e.g., calls-to-action, end cards, text placement) in order to optimize your campaign towards your targets or otherwise to improve campaign performance; and (iv) where you request such services, use creative content provided by you to create Ads on your behalf and insert such Ads into your campaigns. You agree that actual budgets, scheduling, bid prices, cost-per-install or other delivery targets or performance metrics, are not guaranteed and you may be charged for inventory delivered in excess of your budgets. You may modify your campaign information from time to time or cancel any campaign through the Operate Dashboard or, if applicable, contact your account manager, provided you acknowledge that it may take up to two (2) business days for any such modification or cancellation to be effective.
2.2. You are responsible for (i) all Ads and other content you provide in connection with the Advertiser Service, (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all applications, content and properties to which your Ads direct or redirect any user ("Advertiser Properties"), (iv) all services and products advertised in any Ads or on any Advertiser Properties ("Advertised Goods"), and (v) all campaign costs that occurs beyond the promotion parameters in the applicable Documentation.
2.3. Unity may offer promotions to you subject to any terms set out in any applicable Documentation or IO. Unity reserves the right to cancel, terminate, suspend, or modify the promotion or amend the rules at any time, without prior notice, and for any reason or no reason at all.
3. Use of the Advertiser Service.
3.1. You agree to provide accurate, current and complete versions of your Ads via the Operate Dashboard or other mechanisms Unity requires.
3.2. Unity may reject or remove any Ad or suspend or terminate any of your campaigns at any time, for any reason or no reason at all. You acknowledge that Unity does not guarantee that impressions will be displayed on any particular Network Property or appear in any particular position or rank.
3.3. Certain parts of the Advertiser Service may require acceptance of third party terms to provide certain products or services to you. You are responsible for reviewing any applicable terms before participating in any part of the Advertiser Service to which such terms apply. You agree that Unity may accept such third-party terms and conditions on your behalf where necessary for Unity to perform the Advertiser Service requested by you. Links to or copies of any such terms will be provided upon request. You hereby authorize Unity to accept such terms on your behalf in order to carry out the Advertiser Service and agree that you will be solely responsible and liable for such additional terms.
4. License Grant. You grant Unity a License to access, use, store, distribute, reproduce, modify, transmit, perform, display and publish your Ads in inventory placements in Network Properties and as needed to provide the Advertiser Service.
5.1. Prepaid Accounts. You will pay for all inventory on a prepaid basis (via PayPal or other payment methods accepted by Unity) (“Prepaid Funds”). All Prepaid Funds paid to Unity are the exclusive property of Unity and non-refundable. Unity will deduct from your Prepaid Funds fees for inventory delivered based on the applicable prices set for you campaign order, amounts for certain applicable taxes and account service fees equal to the balance of any Prepaid Funds not spent within one year. If Prepaid Funds are insufficient to cover all fees and other amounts, you agree to immediately fund your Service Account with additional funds sufficient to cover the deficiency. Unity reserves the right to invoice you for applicable fees and other amounts in the event sufficient additional Prepaid Funds are not added to your Service Account within twenty-four hours, which you will be obligated to pay in the currency required by Unity within ten (10) business days.
5.2. Insertion Order Accounts. Unity may, in its sole discretion, allow you to submit an IO requesting services. Unity reserves the right to request a prepayment and/or prepaid retainer from you at any time, which shall be non-refundable and the exclusive property of Unity upon payment. For IO Accounts, payments are due thirty (30) days from invoice date (all payments are due in US Dollars and are exclusive of any taxes). Invoices will be sent at the beginning of the month for the previous months' activity. No deductions for any Agency commissions are permitted. If applicable, Advertiser and Agency are each deemed jointly and severally liable for all payment liability under the IO. If an IO includes custom material or other materials created by Unity or any third party, payment shall be non-cancellable and you shall be liable for the entire amount owed.
5.3. General. Order acceptance is subject to credit approval and you shall provide information reasonably requested by Unity to evaluate each such entity’s credit on an ongoing basis. Unity reserves the right to cancel credit or require prepayment and/or prepaid retainer at any time for any reason in its sole discretion. You acknowledge that Unity is not responsible for and you will bear the cost of inventory associated with invalid activity such as starts, views, clicks or installs not arising from human interaction, click fraud and technological issues.
6. Data Protection. You agree to provide sufficiently clear, meaningful and prominent notice to, and have the appropriate consents from, all users who engage with your Ads regarding the collection, disclosure, use and security of any information you send or make available to Unity pursuant to these Terms, which Unity collects pursuant to these Terms, or which is collected by or provided to you in connection with any of your Ads, all in manner and substance that complies with all applicable laws. In addition, you and/or a third-party tracking conversions on your behalf (“Attribution Partner”) may receive Device Identifiers related to Ads served on your behalf. You represent you will not, and will procure that each Attribution Partner will not, share Device Identifiers received directly or indirectly from Unity with third parties and your use of such Device Identifiers will be used solely for purposes of conversion tracking. You represent and warrant that neither you nor any Attribution Partner will: (i) collect, use, transmit, combine, merge, join, synch, combine, link, or analyze any personal information, personally identifiable information or sensitive information (as defined under applicable laws) with, or otherwise attempt to re-identify, any Device Identifiers received directly or indirectly from Unity; (ii) use Device Identifiers received directly or indirectly from Unity for any purposes other than calculating conversions and frequency capping of Ads; and (iii) use Device Identifiers and other data received pursuant to these Terms solely on behalf of Advertiser in connection with the Ads, and no other client of Attribution Partner. Any Attribution Partner shall not be considered a third party beneficiary hereunder and you will ensure that each Attribution Partner complies with the restrictions set forth herein. Any Attribution Partner’s failure to comply with such restrictions will be deemed a breach on your part under these Terms. You may use Advertiser Service Data directly made available to you by Unity on an aggregated and anonymous basis to assess the performance and effectiveness of your Unity advertising campaigns. You agree you will not use any Advertiser Service Data for any other purpose and that this prohibition means you may not use any Advertiser Service Data for retargeting, use any Advertiser Service Data to build, append to or augment any user, device or other profile, sell any Advertiser Service Data, combine any Advertiser Service Data with any data obtained by or on behalf of another advertiser or transfer any Advertiser Service Data to any ad network, ad exchange, data broker or other advertising or monetization service (including transfer of anonymous, aggregated or derived data).
IV. Game Services
1. Remote Config & Remote Settings. In connection with your use of Remote Config and the Remote Settings feature of the Game Services, you grant to Unity a License to configure and adjust settings in corresponding Applications in accordance with the remote settings and configurations you apply.
2. Personalized Game Experience and Placements. In connection with your use of Personalized Game Experience and Placements, you grant Unity the necessary rights and sole control to (i) personalize individual player experiences to optimize towards your selected performance targets; and (ii) decide which of the Operate Services to use to dynamically deliver and place content (e.g., Ads, Cross Promo Content).
3. deltaDNA Platform Services.
3.1. Services. In consideration of your payment of the applicable Charges, Unity shall provide the deltaDNA Platform Services to you in accordance with these Terms.
3.2. Availability. Unity shall use commercially reasonable efforts to make the deltaDNA Platform Services Available twenty-four (24) hours a day and seven (7) days a week except for (i) planned maintenance; and (ii) unscheduled maintenance, provided Unity has used commercially reasonable efforts to give you at least one (1) hour’s notice.
3.3. Service Level Agreement.
3.3.1. Uptime Service Level Commitment. Unity will procure that, except for (i) failure of the public internet; (ii) force majeure events (in accordance with Section 18 of the General Terms); (iii) short-term incidents related to unexpectedly large spikes in traffic related to major new content launches or live events; (iv) regular scheduled maintenance; and (v) security patches requiring implementation on short notice, data is available within three (3) hours of it being received by the deltaDNA Platform for 95% over a thirty (30) day period, and the deltaDNA Platform Services shall be Available:
- Data Collection: 99% over a thirty (30) day period;
- Engage Response: 98% over a thirty (30) day period; and
- Access to the platform: 98% over a thirty (30) day period.
3.3.2. Backups. Unity will perform incremental and cumulative backups of the materials and data provided by you to Unity at least once every week.
3.3.3. Data Processing. deltaDNA servers are set to UTC. You acknowledge that some end user devices do not have their time and date set correctly. This is out of Unity’s control but does impact the accuracy of the data. In addition, devices may have intermittent internet connectivity, which prevents upload at the time of data generation. To minimize the effects of these issues, the following processing rules apply: (i) data is accepted that is dated within a minimum of thirty-one (31) days previous to the current timestamp on the deltaDNA servers; and (ii) data is accepted that is dated within a maximum of one (1) day ahead of the current timestamp on the deltaDNA servers (this is to take account of users in different time zones).
3.3.4. Data Availability. The standard terms for data availability are as set forth below. Data is purged once per day at 8:00 UTC. Due to time zone and device settings, event date transmitted to Unity are not always within the last twenty-four (24) hours, as such more than one (1) event date may be visible in the stored objects up until the daily purge. If ninety (90) days have lapsed since the last event was sent to your game/app in the platform, the environment will be classed as dormant and the data from that environment will be archived.
- Measure Dashboards: aggregated data which is held for the duration of the contract;
- Analyze tools: ninety-three (93) days of event level data or as set out in the Services Confirmation; and
- S3 Archive: you have the option to store an archive of event data on Amazon S3 (the S3 bucket will be owned, managed and maintained by you).
3.4. Fair and Reasonable Use of the Service. The Charges are based on fair and reasonable use of the deltaDNA Platform Services. Unless specific provisions have been made in the Services Confirmation, Unity classifies fair and reasonable use as:
- Direct Access Queries: average of 250 per day during month;
- Events: 100 per DAU average during the month;
- In-game engagements: average 20 per DAU during month;
- Out-of-game messages: average 12 per MAU during month; and
- 50 maximum active segments.
These metrics are calculated and monitored for each calendar month based on activity within that month. In the first instance, Unity and you will work together to adjust performance to work within these criteria. If you are unable to work with Unity to manage your deltaDNA Platform usage within these thresholds, then an additional fee may be charged. MAU (Monthly Active Users) is calculated on the basis of at least one Event being collected for each unique user ID provided by you to Unity. A user ID is deemed active and counted in the MAU count for that month if it triggers at least one Event that month or if you send an Event linked to that user ID to Unity.
4.1. When ordering the Game Services that have applicable Charges, and unless a Services Confirmation for a particular service specifies the required payment method or process, you will have the option to: (i) elect a billing account to facilitate a monthly electronic payment and be charged in accordance with Section 4.3 below; or (ii) be invoiced monthly and be charged in accordance with Section 4.2 below. You can elect a billing option when you first set up your account; otherwise, you will be prompted to do so when you enter a billing tier.
4.2. If you elect to be invoiced monthly, Unity shall invoice for the Charges incurred for the Game Services and Materials in respect of the Game Services performed in that month. Invoices shall be due and payable on issue and you shall pay Unity’s invoices: (a) within thirty (30) days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Unity.
4.3. If you elect to be charged electronically, Unity will automatically deduct the Charges for the Game Services performed in that month from your billing account on or around the 10th of each month. By providing billing account details, you authorize Unity to charge you for the Game Services in accordance with this clause and warrant that Unity is authorized to use the billing account in this way.
4.4. You acknowledge that with respect to the deltaDNA Platform Services, the Charges are subject to compliance with the deltaDNA Platform Criteria. If you require additional resources than set out in the Platform Criteria, then Unity reserves the right to charge for any additional use of the deltaDNA Platform Services.
V. Multiplayer Services
License. You hereby grant Unity a non-exclusive, royalty-free license to access, collect, display and use your Applications and any electronic data and information provided to Unity by you (or at your direction) via the Multiplayer Services in order to provide, operate, develop, improve and/or optimize Unity products and services and to provide technical support services to you hereunder.
Payment. You agree to pay all amounts due for the Multiplayer Services as set forth in the online cart, Services Confirmation or invoice and in accordance with Unity’s payment terms and, if applicable, those of any payment processor. You will provide Unity with valid and updated credit card information, or with a valid purchase order or alternative documentation reasonably acceptable to Unity. If you provide credit card information to Unity, you authorize Unity to charge such credit card for all subscribed Multiplayer Services services listed in the Services Confirmation for the Initial Period and any applicable Renewal Term(s) in accordance with the billing frequency stated in the applicable Services Confirmation. If the Services Confirmation specifies that payment will be by a method other than a credit card, you will be invoiced in accordance with the relevant Services Confirmation. You are responsible for providing complete and accurate billing and contact information and notifying Unity of any changes to such information. You will pay all undisputed fees no later than thirty (30) days from the date of such invoice unless otherwise stated in a mutually executed Services Confirmation. Your obligation to pay fees is non-cancellable. Payments made via wire transfer must include the bank information provided by Unity. Without limiting Unity’s rights or remedies, unpaid invoices will entitle Unity to modify payment terms for future renewals of this Agreement and other agreements with Unity.
VI. Consulting Services
1. Services. Unity shall provide the consulting services set forth in a Services Confirmation and any services schedule attached to such Services Confirmation. Unity may subcontract all or any portion of performance of the Consulting Services to one or more authorized third party(ies) under the direction of Unity, provided that Unity shall at all times remain responsible for the performance of the Consulting Services.
2. Limited Warranty. Unity warrants that the Consulting Services will be provided with due skill and care, using competent and qualified staff.
3. License to Work Products. Subject to Section 7 of the General Terms, Unity grants to you a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use the Consulting Services and the products, concepts, materials, techniques, methods and know-how included in or with the Consulting Services in your internal business operations. This license shall not apply to any Unity or third-party software which may be provided prior to, concurrent with or following the provision of the Consulting Services. Your use of such software shall be governed exclusively by the license agreement(s) accompanying such software.
4. Payment. Unless otherwise specified in a Services Confirmation, (i) Unity will invoice fees, actual expenses and taxes, if any, monthly and at project completion; and (ii) you shall reimburse Unity for all materials, applicable taxes, and all reasonable out-of-pocket expenses incurred by Unity in providing the services, including, without limitation, project-related travel and living expenses. Except with respect to pre-approved expenses, Unity shall obtain your prior approval for any travel or travel-related expenses. Payment shall be made in accordance with the Services Confirmation.
5. Data Protection. The Controller-Processor DPA applies; provided that, if and to the extent the Consulting Services consists of, includes or relies upon any underlying data that results from an Operate Service to which the Controller-Controller DPA applies, such Controller-Controller DPA shall continue to apply with respect to such underlying data.