Unity-TermsOfService/Unity Software Additional Terms.md

Unity Software Additional Terms
-------------------------------

(Unity Pro, Unity Plus and Unity Personal)
------------------------------------------

**Last Updated January 16, 2018. Applies to Unity 2018.3 and later versions,
subject to Section 8 below.**

**Your use of the Unity Software is subject to these Additional Terms (the
“Software Terms”), which supplement and are incorporated into the** [Unity Terms
of Service](https://unity3d.com/legal/terms-of-service)**. By downloading,
installing or using the Unity Software in any manner, you represent and affirm
that you have read, understand and agree to be legally bound by and comply with
these Software Terms. If you do not agree with these Software Terms, you are not
authorized to use the Unity Software in any manner.**

Tier Eligibility
----------------

**You and everyone using the Unity Software on your behalf must be Tier Eligible
at all times. “Tier Eligible” means that your Total Finances cannot exceed the
defined Financial Thresholds for the tier of Unity Software you (or those
providing services to you) are using. Tier Eligibility is measured for the most
recent twelve (12) month period. If you are mid-project, and your Total Finances
grow to exceed the Financial Threshold of the Unity Software tier you are using,
you do not need to start from scratch - you can simply upgrade your license and
continue working. How we measure your Total Finances varies based on who you
are. Financial Thresholds are shown in US currency and your Total Finances will
be converted to US currency to determine your Tier Eligibility.**

### Total Finances are measured like this: 

**· if you are a Legal Entity using the Unity Software (other than to provide
services to someone else), your Total Finances are your gross revenues and/or
funding (no matter what the source), or, if you are a Not-for-Profit Entity,
your budget for the entire entity (not just the department using the
Software),**

**· If you are an individual or a Legal Entity providing services to a third
party, your Total Finances is deemed to be your customer or client’s Total
Finances, and**

**· if you are an individual using the Unity Software, but not providing
services to a third party, your Total Finances are the amount generated in
connection with your use of the Unity Software. In this case, your Total
Finances would not include amounts you generate from other work (for example, if
your day job is as a zookeeper).**

**By using the Unity Software, you represent and warrant that you are Tier
Eligible to use the tier of Unity Software you are using and those being used on
your behalf. You understand that it is your responsibility to maintain complete
records establishing your Tier Eligibility and you bear the burden of proving
your Tier Eligibility if we ask.**

### Financial Thresholds for Unity Personal, Unity Plus and Unity Pro:

**· The Financial Threshold for Unity Personal is US \$100,000 for the most
recent twelve (12) month period. To be Tier Eligible to use Unity Personal, your
Total Finances may not exceed US \$100,000. If your Total Finances exceed US
\$100,000 you may not use Unity Personal at all, even for internal projects or
prototyping.**

**· The Financial Threshold for Unity Plus is US \$ 199,000 for the most recent
twelve (12) month period. To be Tier Eligible to use Unity Plus, your Total
Finances may not exceed US \$199,000. If your Total Finances exceed \$199,000,
you may only use Unity Pro.**

**· There is no Financial Threshold for Unity Pro. You do not need to be Tier
Eligible to use Unity Pro; Unity Pro may be used by anyone who pays the
applicable subscription fees.**

### No Mixing or Co-mingling: 

**Unity Software tiers with different Financial Thresholds may not be used at
the same time by one entity or individual or for or on behalf of one entity or
individual. You must upgrade all licenses if your Total Finances exceed a
Financial Threshold. Unity reserves the right to disable your use of the Unity
Software if you attempt to use two tiers simultaneously. If you are using Unity
Pro and want to provide services to a customer or client who is Tier Eligible to
use Unity Plus, contact us and we will give you an exception.**

**Unity may monitor your compliance with and enforce these restrictions and
requirements, including but not limited to monitoring the number of downloads of
your Project Content, and any available revenue estimate data.**

**Unity Personal users may be required to complete a user survey in order to
activate the Unity Software.**

## 1. Rights to use the Unity Software.
------------------------------------

### 1.1 Use Rights. 

Conditioned upon your compliance with the terms and conditions of this Agreement
and payment of all applicable subscription fees, Unity grants you a
non-exclusive, non-transferable, royalty-free license: (a) to install and
execute the executable form of the authoring environment provided by the Unity
Software (the “**Unity Editor**”), solely for internal use by a single person to
develop your Project Content during the applicable term (this license is called
the “**Unity Editor License**”); and (b) if you are using a version of the Unity
Software other than an educational version, to distribute the runtime portion of
the Unity Software intended for distribution as an integrated part of your
Project Content (the “**Unity Runtime**”), solely as embedded or incorporated
into your Project Content, solely to third parties to whom you license or sell
your Project Content or who provide you with Third Party Services, in each case
pursuant to an agreement that is no less protective of Unity and its licensors
than this Agreement (the “**Unity Runtime License**”). If you are a Legal
Entity, you may allow affiliated entities or third party contractors who are
testing, developing and operating your Project Content on your behalf (each, a
“**Designated User**”), to exercise your rights under 1.1(a) (Unity Editor
License) and 1.1(b) (Unity Runtime License) on your behalf. You may allow
distributors who are licensing or selling your Project Content and Third Party
Service providers providing you a Third Party Service to exercise your rights
under 1.1(b) (Unity Runtime License) on your behalf. In all cases you remain
responsible for your distributor’s, Third Party Service provider’s and
Designated Users’ compliance with the terms and conditions of the Agreement or
any breach thereof.  All use of the Unity Software, including any third party
exercise of your rights under this paragraph, is subject to this Agreement,
including any restrictions set forth below, and you may not otherwise allow
third parties to use the rights granted in this Agreement.

### 1.2 Copies of Unity Products. 

You (and your Designated Users) may install the Unity Editor on both a primary
and a secondary computer or operating system, solely for your convenience, but
only for use by a single person. You may make a single copy of the Unity Editor
solely for backup or archival purposes. For the sake of clarity, you (or your
Designated User) may only use one installation at any given time. Unity may in
its sole discretion authorize you to install the Unity Editor on additional
computers or operating systems upon deactivation of the Unity Editor installed
on existing computers. For clarity, in no event may Third Party Service
providers directly or indirectly distribute, run or use the Unity Editor so that
it is executed on or simulated by the cloud or a remote server and transmitted
over the Internet or other network except where they are acting on your behalf
as a Designated User in accordance with this Section 1.2.

### 1.3 Unity Console Add-on Developer Requirements. 

Use of the Unity Software with certain console platforms is subject to the Unity
Console Add-on Developer Requirements as set forth on the Unity website. The
license keys to enable certain Unity Software console add-ons may be distributed
by the console manufacturer.

### 1.4 Third Party Software. 

The Unity Software incorporates or is bundled with Third Party Software governed
by separate terms, including open source licenses. Such Third Party Software
terms are identified in the LEGAL.TXT file bundled with the Unity Software and
incorporated into this Agreement by reference. You agree that you have reviewed
and accepted those terms and that your use of the Unity Software will be deemed
acceptance thereof.

## 2. Restrictions.
----------------

### 2.1 Unity Software Tier Restrictions. 

You acknowledge and agree that, as an express condition to the rights granted
under Section 1, you (and those using the Unity Software on your behalf or in
order to provide services to you): (i) may only use one (1) Unity Software tier
at a time (e.g., if you purchase a subscription to use Unity Pro, then you and
those working on your behalf may only use Unity Pro licenses on your behalf);
and (ii) are not permitted to combine or integrate any of your Project Content
developed with one tier of the Unity Software with any of your Project Content
developed simultaneously with another tier.  For the avoidance of doubt: (a) if
you are Tier Eligible to use Unity Personal, you may commence a project using
only Unity Personal and subsequently upgrade all (but not less than all) of your
seats to Unity Plus (if you are Tier Eligible to do so) or Unity Pro; and (b)
any user of the Unity Software may use content properly acquired from the Unity
Asset Store regardless of the tier of Unity Software that was used to develop
such Asset Store content.  You acknowledge and agree that Unity may tag your
Project Content with an identifier to prevent any such unauthorized combination
of your Project Content.

### 2.2 Educational Product Restrictions. 

If you are using an educational version of the Unity Software, your right to use
the Unity Editor and distribute the Unity Runtime in your Project Content is
limited to educational, non-commercial purposes.  Unity may include a watermark
designating that your Project Content was created using the education version of
the Unity Software.  

### 2.3 Embedded Software Restriction. 

You may not directly or indirectly distribute your Project Content installed on
more than 1,000 electronic devices or systems if your Project Content provides
the user interface or primary functionality of such electronic device or system
without a separate license from Unity. This restriction does not prevent you
from distributing your Project Content pre-installed on personal computers and
consumer electronic devices such as mobile phones, tablets, televisions or set
top boxes as long as your Project Content does not provide the user interface or
primary functionality of such device.

### 2.4 Working with Third Party Service Providers. 

Unity developers are free to use any service offered to Unity developers (each,
a “**Third Party Service**”). Unity does not have any obligation to provide
support for any Third Party Service provider or Third Party Service under this
Agreement.

Third Party Service providers may not, without Unity’s express written
permission: (1) use a stylized version of any Unity name, trademark, logos,
images or product icons, or other Unity-owned graphic symbols; (2) use a product
name confusingly similar to a Unity product or that could be construed by Unity
developers as being a Unity product or service; or (3) create or use any
marketing materials that suggest an affiliation with, or endorsement by, Unity.
All use of Unity’s trademarks must comply with [Unity’s Trademark
Guidelines](https://unity3d.com/legal/branding_trademarks).

### 2.5 Gambling Restriction. 

You may not develop, distribute or publish any of your Project Content in
connection with any Gambling Activities without a separate license agreement
from Unity.

### 2.6 General Restrictions. 

Except as expressly specified in this Agreement, you may not: (a) copy (except
in the course of loading or installing) or modify or create derivative works of
the Unity Software; (b) distribute, transfer, sublicense, lease, lend, rent or
otherwise provide access to the Unity Software to any third party; (c) directly
or indirectly make the functionality of the Unity Software available to multiple
users or third parties through any means, including but not limited to by
uploading the Unity Software to a network or file-sharing service or through any
hosting, application services provider, service bureau, software-as-a-service
(SaaS) or any other technology or service; (d) use the Unity Software for
competitive analysis or to develop a competing product or service; or (e) do
anything that could cause or result in the Unity Software (including the runtime
portion thereof) being subject to any open source license (or similar license)
that requires as a condition of use, modification or distribution that the Unity
Software (including the runtime portion thereof) or other software combined or
distributed with the Unity Software be: (i) disclosed or distributed in source
code form; (ii) licensed for the purpose of making derivative works; or (iii)
redistributable at no charge. You acknowledge and agree that portions of the
Unity Software, including but not limited to the source code and the specific
design and structure of individual modules or programs, are confidential and
constitute or contain trade secrets of Unity and its licensors. Accordingly, you
agree not to disassemble, decompile, modify or reverse engineer the Unity
Software, in whole or in part, or permit or authorize a third party to do so,
except to the extent such activities are expressly permitted by this Agreement
or by law notwithstanding this prohibition. Notwithstanding the restriction
prohibiting decompiling in the immediately preceding sentence, you may decompile
the Unity Common Language Infrastructure (CLI) assemblies solely to inspect
their functionality for purposes of understanding or improving performance of
your Project Content or any editor extension to the Unity Software.

## 3. Consent to Data Collection; Privacy Policy Obligations.
----------------------------------------------------------

### 3.1 Data Collection

You acknowledge and accept Unity's privacy policy. You agree that the Unity
Software (including the Unity Runtime in your Project Content) may send data to
Unity to: (a) check for Unity Software updates; (b) provide aggregated usage
statistics of your use of the Unity Software and the use of your Project Content
by end users; (c) provide optional Developer Services; and (d) validate seats in
order to prevent unauthorized use. You acknowledge and agree that Unity may
deliver messages and contact you about the Unity Software and other Unity
product and service offerings.

### 3.2 Obligations

You agree, and will ensure by obtaining all required consents in accordance with
applicable law, that Unity has the right to receive, collect, retain and use
data collected from your end users in accordance with  [Unity's privacy
policy](https://unity3d.com/legal/privacy-policy), which may be updated from
time to time.

## 4. Support.
-----------

You may access the online forums and the Unity Answers knowledge base through
the Site. You may also email support\@unity3d.com for assistance with your
seats. Technical support may be offered by Unity at its sole discretion as
described on the Unity website. You acknowledge and agree that Unity has no
obligation under this Agreement to provide patches, updates, new releases or new
versions of the Unity Software.

## 5. Term.
--------

Subscription based seats for Unity Pro and Unity Plus will remain in effect for
the initial subscription period (which has a minimum commitment of 12 months),
and thereafter such seat will automatically renew on a month-to-month basis at
the then-current list price, unless you renew the subscription for a new
subscription term or terminate and cancel it as described on the Site. For
clarity, subscription based seats for Unity Pro and Unity Plus are not
cancelable during the applicable subscription term and are non-refundable. Upon
termination, you must at Unity’s option either promptly delete and destroy or
return to Unity all copies of the Unity Software in your possession or control.

Paid in full, perpetual seats will remain in effect unless earlier terminated in
accordance with the Agreement.

## 6. U.S. Government Rights.
--------------------------

The Unity Software and computer software documentation (“**Documentation**”) are
“commercial items” as that term is defined in the Federal Acquisition Regulation
(“**FAR**”) 2.101, consisting of “commercial computer software” and “commercial
computer software documentation,” respectively, as such terms are used in FAR
12.212 and DFARS 227.7202. If acquired by or on behalf of a civilian agency, the
U.S. Government acquires or will acquire the Unity Software and/or Documentation
and other technical data subject to the terms of this Agreement as required in
48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and
its successors. If acquired by or on behalf of any agency within the Department
of Defense (**“DOD**”), the U.S. Government acquires or will acquire the Unity
Software and/or Documentation subject to the terms of this Agreement as
specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“**DFARS**”) and
its successors. This U.S. Government Rights clause is in lieu of, and
supersedes, any other FAR, DFARS, or other clause or provision that addresses
Government rights in computer software or technical data.

## 7. Export Law.
--------------

You agree to comply fully with all export laws and regulations to ensure that
neither the Unity Software nor any technical data related thereto nor any direct
product thereof are exported or re-exported directly or indirectly in violation
of, or used for any purposes prohibited by, such laws and regulations.

## 8. Modifications.
-----------------

Unity may update these Unity Software Additional Terms at any time for any
reason and without notice (the “**Updated Terms**”) and those Updated Terms will
apply to the most recent current-year version of the Unity Software, provided
that, if the Updated Terms adversely impact your rights, you may elect to
continue to use any current-year versions of the Unity Software (e.g., 2018.x
and 2018.y and any Long Term Supported (LTS) versions for that current-year
release) according to the terms that applied just prior to the Updated Terms
(the “**Prior Terms**”). The Updated Terms will then not apply to your use of
those current-year versions unless and until you update to a subsequent year
version of the Unity Software (e.g. from 2019.4 to 2020.1). If material
modifications are made to these Terms, Unity will endeavor to notify you of the
modification. If a modification is required to comply with applicable law, the
modification will apply notwithstanding this section. Except as explicitly set
forth in this paragraph, your use of any new version or release of the Unity
Software will be subject to the Updated Terms applicable to that release or
version. You understand that it is your responsibility to maintain complete
records establishing your entitlement to Prior Terms.

## 9. Definitions.
---------------

9.1 “**Designated User**” has the meaning set forth in Section 1.1 (Use Rights).

9.2 “**Financial Thresholds**” has the meaning set forth in the “Tier
Eligibility” section above in these Software Terms.

9.3 “**Gambling Activities**” means any gambling product or service offered in
any market or application that is regulated by any local, state or national
authority and requires a gambling license.

9.4 “**Legal Entity**” means any company, corporation, limited liability
company, general partnership, limited partnership, limited liability
partnership, proprietorship, joint venture or other form of business
organization, including any Not-for-Profit Entity.

9.5 “**Not-for-Profit Entity**” means any government, non-profit, educational or
academic institution, including but not limited to any primary or secondary
school, vocational school, college or university.

9.6 “**Prior Terms**” has the meaning set forth in Section 8 (Modifications).

9.7 “**Project Content**” means games, applications, software or other content
that you develop with the Unity Software.

9.8 “**Third Party Service**” has the meaning set forth in Section 2.4 (Working
with Third Party Service Providers).

9.9 "**Third Party Software**" means software developed by third parties that is
furnished with or as part of the Unity Software.

9.10 “**Tier Eligible**” has the meaning set forth in the “Tier Eligibility”
section above in these Software Terms.

9.11 “**Total Finances**” has the meaning set forth in the “Tier Eligibility”
section above in these Software Terms.

9.12 “**Unity Console Add-on Developer Requirements**” means the applicable
registration process and terms a developer must follow and accept to become a
registered developer with the applicable console platform as set forth or linked
on the Unity website. Software that is available for free to individuals and
Legal Entities who are Tier Eligible to use Unity Personal.

9.13 “**Unity Editor**” has the meaning set forth in Section 1.1 (Use Rights).

9.14 “**Unity Editor License**” has the meaning set forth in Section 1.1 (Use
Rights).

9.15 “**Unity Plus**” means Unity Plus Subscription, a premium version of the
Unity Software available to individuals and Legal Entities who are Tier Eligible
to use Unity Plus.

9.16 “**Unity Pro**” means Unity Professional Subscription, the premium version
of the Unity Software available to everyone, including individuals and Legal
Entities who are not Tier Eligible to use Unity Personal or Unity Plus.

9.17 “**Unity Runtime**” has the meaning set forth in Section 1.1 (Use Rights).

9.18 “**Unity Runtime License**” has the meaning set forth in Section 1.1 (Use
Rights).

9.19 “**Unity Software**” means all versions and updates of all the downloadable
Unity Pro, Unity Plus and Unity Personal software products identified on Unity’s
website.

9.20 “**Updated Terms**” has the meaning set forth in Section 8 (Modifications).