This non-commercial software license agreement (the “Agreement”) is entered into as of the date at which you access the Work and/or Derivative Work(s) (as defined below) between Unity Technologies ApS (hereinafter, “Unity”, “Us”, “we”) and you (hereinafter “You”, “Your”). Within this Agreement, You and Unity may be referred to individually as a “Party”, and collectively as the “Parties”.
In consideration of the mutual promises and covenants contained herein, You and Unity agree as follows:
1.1. Interpretation. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in interpreting the Agreement. As used in this Agreement, the words “include” and “including,” as well as variations thereof, shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words “without limitation”. Unless expressly stated otherwise, all references in this Agreement to the singular shall include the plural where applicable, and all references to gender shall include both genders and the neuter.
1.2. Definitions. When used in this Agreement, the following terms shall have the following respective meanings:
1.2.1. Agent means any person who is or was a director, officer, or employee of a Party;
1.2.2. Contribution means any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Work(s) thereof, that is intentionally submitted to Unity for inclusion in the Work or in Derivative Work(s) by the copyright owner or by an individual or legal entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Unity, its Affiliates, or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Unity for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution”;
1.2.3. Contributor means Unity and/or any individual or legal entity on behalf of whom a Contribution has been received by Unity and subsequently incorporated within the Work or Derivative Work(s);
1.2.4. Derivative Work(s) means material subject to Intellectual Property Rights that is based upon, or derived from the Work, and in which the Work is translated, recast,
altered, arranged, transformed, or otherwise modified in a manner which, but for this Agreement, would require Unity’s permission (for example, modifying the code of the Work itself to improve its efficacy). For the purposes of this Agreement, where the Work is a musical work, performance, or sound recording, a Derivative Work(s) is always produced where the Work is synched in timed relation with a moving image. To the extent that the Work consists of database contents, if You include all or a substantial portion of the database contents in a database in which You have Sui Generis Database Rights, then the database in which You have Sui Generis Database Rights (but not its individual contents) shall become Derivative Work(s);
1.2.5. Technological Measures means any technology, device or component that, in the ordinary course of its operation, (a) controls access to the Work or Derivative Work(s), to a performer’s performance fixed in a sound recording, or to a sound recording and whose use is authorized by Unity; or (b) restricts the doing - with respect to the Work or Derivative Work(s), to a performer’s performance fixed in a sound recording, or to a sound recording - of any act which only Unity has the right to do or authorize;
1.2.6. Intellectual Property Rights means all patents, rights to inventions, utility models, copyright, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world;
1.2.7. Licensed Rights means the rights granted to You subject to the terms and conditions of this Agreement, as detailed in Subsections 3.1 and 3.2 herein. Except as explicitly outlined in Subsection 3.2, Licensed Rights are limited to copyright and/or similar rights including, without limitation, performance, broadcast, sound recording, and Sui Generis Database Rights, without regard to how the rights are labeled or categorized. The rights specified in Subsection 3.7 are not Licensed Rights;
1.2.8. Mandatory Open-Source Agreement means the GNU General Public Agreement, the GNU Lesser General Public Agreement, and other substantially similar open- source licenses that preclude the imposition of further restrictions on copying, modifying, or redistributing materials subject to their terms;
1.2.9. Non-commercial means “not permitted for or directed towards commercial advantage or monetary compensation”;
1.2.10. Share means to provide material to the public by any means or process that requires permission from a right’s holder under the Licensed Rights, such as reproduction, public display, public performance, distribution, dissemination, communication, or importation, and to make material available to the public including in ways that members of the public may access the material from a place and at a time individually chosen by them;
1.2.11. Sui Generis Database Rights means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world; and
1.2.12. Work means the work of authorship, including without limitation, any literary, scientific, or artistic work, or database, whatever may be the mode or form of its expression, that accompanies this Agreement, as well as any other material to which Unity applies this Agreement, at its sole discretion.
2.1. Acceptance. Access to the Work and or Derivative Work(s) constitutes Your acceptance of this Agreement, and thus determines the date at which it is effective.
2.2. Modifications. Unity reserves the right, at its sole discretion, to modify, discontinue or terminate this Agreement. Unity may also modify the Agreement at any time and without prior notice. If we modify the Agreement, we will post the modification on unity3d.com or unity.com (collectively, the “Site”), or otherwise provide you with notice of the modification. We will also update the “Last updated” date at the top of this Agreement. Your continued use of the Work or Derivative Work(s) following any modification or update of this Agreement shall constitute your acceptance of such modifications.
3.1. Licensed Right. Subject to the terms and conditions of this Agreement, including without limitation those of Subsection 3. 3 , Unity hereby grants to You, for the term of this Agreement, a revocable, worldwide, royalty-free (except as stated in Subsection 3.8), non- sublicensable, and non-exclusive license to:
a) use, reproduce and Share the Work, in whole or in part, and in any medium, with or without modifications authorized under Subsection 3. 5 , for Non-commercial purposes only;
b) produce, reproduce, and Share Derivative Work(s), in whole or in part, and in any medium, with or without modifications authorized under Subsection 3. 5 , for Non- commercial purposes only; and
c) where the Work or Derivative Work(s) consist of a database, extract, reuse, reproduce, and Share all or a substantial portion of the contents of the database for Non- commercial purposes only.
For the avoidance of doubt, such rights, in addition to those contained within Subsection 3.2, shall collectively be referred to within this Agreement as the Licensed Rights.
3.2. Contributor License. Subject to the terms and conditions of this Agreement, each Contributor hereby grants to You, for the duration of this Agreement, a worldwide, revocable, non-exclusive, and royalty-free (except as stated in Subsection 3.8) patent license to make, have made, use, import and otherwise transfer the Work and Derivative Work(s) for Non-commercial purposes only. The license detailed in this Subsection 3.2 applies to all patent claims licensable by such Contributor, whether already acquired or hereafter acquired, that would be infringed by Your making, having made, using, selling, offering for sale, importing, or otherwise transferring the Work and Derivative Work(s) alone or by combination. If You or Your Agent institute patent litigation against any entity (including a crossclaim or counterclaim in a lawsuit) alleging that the Work, Derivative Work(s), or a Contribution incorporated within the Work or Derivative Work(s) constitutes direct or contributory patent infringement, then any patent licenses granted to You under this Agreement for that Work, Derivative Work(s), and Contribution(s) shall terminate as of the date such litigation is filed.
3.3. License Conditions. You may exercise the Licensed Rights only if you meet the following minimum conditions:
a) You agree to strictly comply with the requirements set forth in this Agreement, including the attribution requirements outlined in Section 4 herein;
b) You must give any other recipient of the Work, or Derivative Work(s), a copy of this Agreement;
c) Every recipient of the Work, or Derivative Work(s), automatically receives an offer from Unity to exercise the Licensed Rights to the Work or to the Derivative Work(s) under the conditions of this Agreement;
d) You may not offer or impose any additional or different terms or conditions that this Agreement on, or apply any Technological Measures to, the Work or Derivative Work(s).
3.4. Prohibited Use. In addition to the terms and conditions listed herein, You agree not to:
a) seek the registration of the Work or Derivative Work(s), in whole or in part, before any intellectual property office;
b) rent, lease, or loan the Work or Derivative Work(s);
c) distribute externally or to any third party any communication that compares the features, functions, or performance characteristics of the Work or Derivative Work(s) with any other product which is sold by You, Unity, and/or any third party;
d) disassemble, decompile, modify (except as set out in Subsection 3.5) or reverse engineer the Work or Derivative Work(s), or permit or authorize a third party to do so;
e) use source code, executables, and/or algorithms that are included in the Work or Derivative Work(s) to replicate their respective functionalities;
f) Share, modify, or otherwise use the Work or Derivative Work(s) in any manner that causes any portion of the Work or Derivative Work(s) to be subject to a Mandatory Open-Source Agreement, or to affect another product or service offered by Unity or its Affiliates.
3.5. Permitted Modifications. Unity authorizes You to exercise the Licensed Rights in all media and formats whether now known or hereafter created, and to make technical modifications which are necessary to do so, so long as such modifications do not affect, limit, or otherwise alter Technological Measures. For the purposes of this Agreement, simply making modifications authorized by this Subsection 3. 5 shall not produce Derivative Work(s).
3.6. Ownership. You acknowledge that Unity owns all right, title, and interest to all Intellectual Property Rights in the Work and Derivative Work(s) thereof. You hereby assign and agree to assign to Unity all Intellectual Property Rights, as they arise, in Derivative Work(s) You create. Should this assignment be invalid for any reason, you grant to Unity an irrevocable, perpetual, worldwide, non-exclusive, no-charge, and royalty-free license (with the right to grant sublicenses) under those Intellectual Property Rights to those Derivative Work(s). You also agree to waive or refrain from asserting any author’s right, moral rights, or like rights to the extent necessary to permit exploitation of the Derivative Work(s) by Unity or its Affiliates. Furthermore, You agree to cooperate fully with Unity or its Affiliates, and to execute all supplementary documents and to take all actions that are necessary to give full force and effect to the assignment contemplated in this Subsection 3.6.
3.7. Moral Rights. Moral rights with respect to the Work, such as the right of integrity, are not licensed under this Agreement, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, Unity waives and/or agrees not to assert any such rights held by Unity to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.
3.8. Royalty Payments. While Unity offers currently offers the rights granted to You under this Agreement free of charge, Unity expressly reserves the right to collect royalties or other monetary compensation in consideration of same in the future, including when the Work or Derivative Work(s) licensed hereunder are used other than for Non-commercial purposes.
3.9. Third Party Software. Notwithstanding anything else herein, to the extent that the Work or Derivative Work(s) provided hereunder incorporate any third-party software, such third-
party software shall be governed exclusively by any terms and conditions governing such software.
3.10. Trademarks. You are not granted any right or license under this Agreement to use any trademarks, service marks, trade names, products names, or branding of Unity or its Affiliates, unless otherwise permitted by the Unity Trademark Guidelines.^1
4.1. Attribution. In addition to the other terms and conditions of this Agreement, if You Share the Work, a modified form of the Work, and/or Derivative Work(s), You must:
a) retain and display:
i. the identification of the creator(s) of the Work, the modified form of the Work, and/or Derivative Work(s), and any others designated to receive attribution, in any reasonable manner requested by Unity (including by pseudonym if so designated);
ii. any copyright notice attached to the Work, the modified form of the Work, and/or Derivative Work(s);
iii. a notice that includes the disclaimer of warranties included in Subsections 6. and 6.4 of this Agreement; and
iv. a URL or hyperlink to the Work, to the extent that this is reasonably practicable.
b) indicate if You modified the Work or Derivative Work(s), and retain an indication of any modifications, including prior modifications; and
c) indicate that the Work or Derivative Work is licensed to You under this Agreement, and include the text of, or the URL or hyperlink to, this Agreement.
4.2. Satisfaction of Requirements. You may satisfy the conditions in this Section 4 in any reasonable manner based on the medium, means, and context in which you Share the Work, the modified form of the Work, or Derivative Work(s).
4.3. Unity Removal Request. If requested by Unity, You must remove any of the information required by this Section 4 when you Share the Work, a modified form of the Work, and/or Derivative Work(s), to the extent reasonably practicable.
(^1) Available at: https://unity3d.com/legal/branding_trademarks
5.1. Term of Agreement. This Agreement takes effect when you first access the Work and/or Derivative Work(s) and shall continue indefinitely until the earliest of the following events:
a) the last of the Intellectual Property Rights applicable to the Work and/or Derivative Work(s) has expired;
b) You and/or Your Agent commence any form of intellectual property claim or litigation, including a crossclaim or counterclaim, against anyone wherein you allege that the Work, Contributions, or Derived Work(s) constitutes direct or secondary/indirect infringement of Your or your Agent’s rights;
c) You choose to terminate this Agreement unilaterally;
d) the Agreement is terminated earlier in accordance with a provision of this Agreement.
5.2. Termination for Violation. Your rights under this Agreement, including Licensed Rights, shall terminate automatically if You and/or Your Agent fails to comply with any term or condition of this Agreement (within this Agreement, individually, a “violation”). Where this Agreement has terminated under Subsection 5. 2 , it reinstates:
a) automatically as of the date on which the violation is cured, provided it is cured within 30 days of Your discovery of the violation. If several violations occur, each of them must be cured within 30 days of Your discovery of each violation for the reinstatement of Your rights under this Agreement to occur; or
b) upon express reinstatement by Unity.
For the avoidance of doubt, this Subsection 5. 2 does not affect any right Unity may have to seek remedies for You or Your Agents’ violation(s) of this Agreement.
5.3. Effect of Termination. Upon expiration of the 30-day cure period included in Paragraph 5.2 a), or upon termination of this Agreement for any other reason, You agree to pay all sums owed to Unity under this Agreement and to destroy and/or delete all copies and backup copies of the Work and/or Derivative Work(s) from Your computer libraries, storage facilities and/or hosting facilities.
6.1. Responsibility for Agents. Between You and Unity, as pertains to the Work and Derivative Work(s), You agree that you are solely responsible for all acts and omissions committed by Your Agents.
6.2. Your Representations and Warranties. You represent and warrant to Unity, and Unity depends on the fact that:
a) in exercising the rights granted herein, including the Licensed Rights, You will comply with all applicable law and shall not infringe any proprietary rights (including Intellectual Property Rights) of third parties;
b) you shall indemnify and hold harmless Unity, its Affiliates, as well as their respective officers, directors, shareholders, partners, Agents, representatives, nominees, or custodians (collectively, the “Indemnified Parties”) against any loss, liability or expense incurred, without negligence on the part of the Indemnified Parties, arising out of or in connection with your use of the Work, Derivative Work(s), or the rights granted herein.
6.3. No Representation or Warranties. Unless otherwise separately undertaken by Unity, to the maximum extent possible, Unity offers the Work or Derivative Work(s) as-is and as- available and makes no representations or warranties of any kind concerning the Work or Derivative Work(s), whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non- infringement, absence of latent or other defects, accuracy, or the presence or absence of errors or malfunctions whether now known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer will only apply to You to the permitted extent.
6.4. Limitation of Liability. To the extent possible, in no event will Unity be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Agreement or use of the Work, even if Unity has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation will only apply to You to the permitted extent. For the avoidance of doubt, the disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability in favor of Unity.
6.5. Injunctive Relief. You acknowledge that in the event of a violation or other breach of Sections 3 or 4 of this Agreement, Unity or its Affiliates may be without an adequate remedy at law. You therefore agree that in the event of such a breach hereof, Unity may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach hereof. By seeking or obtaining any such relief, Unity shall not be precluded from seeking or obtaining any other relief to which it may be entitled.
7.1. Terms of Agreement. Unity shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed to in writing by Unity. Any arrangements, understandings, or agreements regarding the Work not stated herein are separate from and independent of the terms and conditions of this Agreement.
7.2. No endorsement. Nothing in this Agreement constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Work or Derivative Work(s) is, connected with, sponsored, endorsed, or granted official status by, Unity, its Affiliates, or others designated to receive attribution as provided in Section 4.
7.3. No Assignment. You may not assign or transfer the Agreement, or any rights granted hereunder, by operation of law or otherwise, without Unity’s prior written consent. Any attempt by you to do so, without such consent, will be void. Unity may assign or transfer the Agreement, at its sole discretion, without restriction. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.
7.4. Notices. Unity will deliver all notices, approvals or other communications required or permitted under the Agreement, including those regarding modifications to the Agreement: (a) via e-mail (in each case to the address that you provide); or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
7.5. Governing Law. This Agreement is governed by and construed in accordance with the laws of Denmark, except for its conflict of laws rules; the United Nations Convention on Contracts for the International Sale of Goods will not apply. If you reside (or your principal place of business is) within the United States, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue in the state and federal courts located in San Francisco County, California concerning any dispute arising out of this Agreement (“Dispute”). If you reside (or your principal place of business is) outside the United States, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue in the courts located in Copenhagen, Denmark concerning any Dispute.
7.6. Survival. Sections 1, 6, and 7, as well as Subsections 2.2, 3.4, 3.6, 3.8, 3.9, and 4.3 of this Agreement shall survive its termination, for whatever reason, indefinitely.
7.7. Where Agreement is Unnecessary. For the avoidance of doubt, this Agreement does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Work or Derivative Work(s) that could lawfully be made without permissions granted under this Agreement.
7.8. Severability. If any provision of this License is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.
7.9. No Waiver. No failure or delay on the part of Unity in exercising any right hereunder shall be construed as a waiver of, or impair, any such right. No term or condition of this Agreement will be waived and no failure to comply consented to unless expressly agreed to by Unity.