Unity Software Additional Terms.md

Unity Editor Software Terms

Last Updated: October 13, 2022

What’s changed: We have posted an update to our Unity Editor Software Terms to create a more streamlined, user-friendly set of terms that reflect the current state of the Unity Editor Software and Plans. The prior version of the Software Terms is available here.

These terms (the “Software Terms”) govern your use of Unity Enterprise, Unity Pro, Unity Plus, and Unity Personal, and supplement the Unity Terms of Service.

1. Unity Software Tier Eligibility

The Tier Eligibility Requirements set forth below apply to your use of Software

1.1 Tier Eligibility; Financial Thresholds

You and your Authorized Users, if applicable, must be Tier Eligible at all times to use any Software. “Tier Eligible” means that your Total Finances cannot exceed the defined Financial Thresholds for the tier of Software you (or those providing services to you) are using. Tier Eligibility is measured each date you use the Software for the most recent twelve (12) trailing month period. Immediately upon your Total Finances exceeding the Financial Threshold of the Software tier you are using, you must upgrade your Unity Plan. You may not (i) use Software tiers within different Financial Thresholds at the same time, (ii) have different Authorized Users or members of your Unity Organization use Software tiers within different Financial Thresholds at the same time, and/or (iii) combine or integrate any of your Projects developed with one tier of the Software with any of your Projects developed simultaneously with another tier.

Total Finances are measured as follows:

• If you are a legal entity using the Software, then your Total Finances are: (a) if you are providing services to a third party, your customers’ or clients’ gross revenues and/or funding (no matter what the source); or (b) if you are not providing services to a third party, your aggregate gross revenues and funding.
• If you are a governmental entity, non-profit, educational or academic institution using the Software, then your Total Finances are your budget for the entire entity or institution.
• If you are an individual using the Software, then your Total Finances are: (a) if you are providing service(s) to a third party, your customer’s or client’s gross revenues and/or funding (no matter what the source); or (b) if you are not providing service(s) to a third party, the amount generated in connection with your use of the Software.

Financial Thresholds:

• 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 $200,000 for the most recent twelve (12) month period. To be Tier Eligible to use Unity Plus, your Total Finances may not exceed US $200,000. If your Total Finances exceed $200,000, you may only use Unity Pro or Unity Enterprise.
• 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.

For clarity, these Financial Thresholds apply whether or not you use the Software as part of a Unity Plan.

By using the 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.

2. Use Rights

The scope and limitations of your right to access and use the Unity Editor Offerings are as follows:

2.1 Unity Editor and Unity Runtime

“Unity Editor” means the executable form of the authoring environment provided by the Software.

“Unity Runtime” means the runtime portion of the Software intended for distribution.

Conditioned upon your compliance with these Software Terms and the Terms, and payment of all applicable subscription fees, Unity grants you a non-exclusive, non-transferable, royalty-free right to (a) install and execute the Unity Editor solely for internal use by the number of Authorized Users as set forth in your Offering Identification to develop your Projects during the applicable term (the “Unity Editor Rights”), and (b) if you are using a version of Software other than an Educational Version, distribute the Unity Runtime as an integrated part of your Projects, solely as embedded or incorporated into your Projects, and solely to third parties to whom you license or sell your Projects or who provide you with services, in each case pursuant to an agreement that is no less protective of Unity and its licensors and its service providers than this Agreement.

2.2 Unity Plans

Each Unity Plan includes one (1) subscription to use the Unity Software designated for that Unity Plan as well as the Plan Benefits available with that Unity Plan. Your use of Software as part of your Unity Plan is, accordingly, subject to all rights and restrictions set forth herein with respect to the applicable tier of the Software, unless explicitly modified by this Section 2.2.

The specific Plan Benefits associated with your Unity Plan are available in the Offering Identification. Unity may modify Plan Benefits from time to time in its sole discretion.

Your Plan Benefits may include certain Offerings, Unity Toolkits, standalone third party software, and/or the right to add on other Offerings, like Unity’s Integrated Success Services, Professional Services or a license to access the Unity source code. Access to Plan Benefits is subject to separate terms and conditions applicable to such benefits (as stated in these Software Terms, the Terms, on Unity’s Legal Information page, or as otherwise provided to you by Unity) and may incur additional fees.

2.1.1 Educational Versions

Unity offers Educational Versions of Software which are subject to certain eligibility requirements as follows:

• The Unity Student Plan may be used solely by students who are currently enrolled in an accredited educational institution. Without limiting the Terms, the Unity Student Plan may be used by students who are at least the age at which an individual can consent to the processing of their personal data in their country of residence (e.g., if you are under 13 in the United States and 16 in the European Union, you may not use the Unity Student Plan) and who are currently enrolled in an accredited educational institution as verified by Unity or Unity's third-party partner.
• The Unity Educator Plan may be used solely by educators who are currently teaching at (a) post-secondary accredited educational institutions, or (b) Grade 8 to Grade 12 schools or accredited educational institutions in the United States.
• The Unity Educational Grant License may be used solely by educational or non-profit institutions who meet the eligibility requirements for the Educational Grant License Program available in the application provided by Unity or Unity’s third party partners as set forth in the Unity License Grant Program Qualification Criteria. Unity may include a watermark designating that your Project was created using the education version of the Unity Software.

Unity EdLab may be used solely by educational institutions in the United States. Educational or non-profit institutions may apply for the Unity Educational Grant License and are subject to verification by Unity or Unity's third-party partner.

2.2.2 Education Plan Benefits

Depending on your role as an enrolled student or an educator, you may apply for the Student Plan or the Educator Plan. If approved, your subscription to either the Student Plan or the Educator Plan includes one (1) subscription to use Unity Pro. Your use of Unity Pro as part of your Unity Student Plan or the Unity Educator Plan is, accordingly, subject to all rights and restrictions set forth herein with respect to Unity Pro, unless explicitly modified by this Section 2.2.

As the institutional account administrator for a Unity EdLab plan, you will be granted a license of Unity Pro with multiple seats to be distributed and managed by you among your institution. You will be solely responsible for all activities within your account. The use of Unity Pro as part of the Educational Grant License Program is, accordingly, subject to all rights and restrictions set forth herein with respect to Unity Pro, and, specifically, Section 2.2 of these Software Terms.

2.3 Unity Toolkits

If Unity provides you with a Unity Toolkit, you may access and use such Unity Toolkit exclusively for use with the Software and not in a standalone capacity. If Unity provides you with the source code for a Unity Toolkit, then conditioned upon your compliance with these Software Terms and the Terms, and payment of all applicable subscription fees, Unity grants you a non-exclusive, non-transferable, royalty-free right to use, reproduce and modify such source code for the sole purpose of developing your Project, and to publish and distribute your modifications to such source code in binary form to third parties as a component part, but not the primary functionality, of your Project. You are solely responsible for any modifications you make to a Unity Toolkit, you agree to indemnify, defend and hold Unity harmless for any claims involving such modifications, and Unity expressly disclaims any and all liability for a modified Unity Toolkit.

2.4 Build License

The following applies if you purchase Unity’s “Build License” subscription through special arrangement with Unity:

Your Build License subscription includes one (1) subscription to use Unity Pro. Conditioned upon your compliance with these Software Terms and the Terms, and payment of all applicable subscription fees, Unity grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to install that copy of Unity Pro on up to ten (10) internal build machines, and you may use that copy for the sole purposes of publishing and distributing, but not creating, your Projects. Your use of Unity Pro as part of your Build License subscription is subject to all rights and restrictions set forth herein with respect to Unity Pro, unless explicitly modified by this Section 2.4.

For clarity, you must purchase a separate "Unity Build Server" subscription in order to use Unity Build Server, subject to the Unity Build Server Terms below.

2.5 Unity Build Server

The following applies if you purchase, download, install or use Unity Build Server:

Conditioned upon your compliance with these Software Terms and the Terms, and payment of all applicable subscription fees, Unity grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to use Unity Build Server to manage the use of the Unity Editor Software, installed on a specified number of concurrent Machines (as permitted by your Unity Build Server subscription), for the sole purpose of generating “builds” of your Projects.

2.6 HMI Platform Deployment

If the “HMI Platform Deployment” feature is included with your subscription, then conditioned upon your compliance with these Software Terms and the Terms, and payment of all applicable subscription fees, Unity grants you a limited, non-exclusive, non-transferable, revocable right during the applicable term to integrate and embed the Unity Runtime into a number of electronic devices or systems (including, for the avoidance of doubt, vehicles and human transport systems) included in your subscription, solely in order to power, design or implement the human machine interface (HMI) of such device or system. If you are using Software to power a third party’s human-machine interface, the third party must purchase the HMI Platform Deployment feature.

You will be responsible for the implementation and/or obtention of any required certifications, fail-safe mechanisms, safety testing and hardware testing related to your HMI Platform Deployment.

2.7 Unity Package Manager

As part of the Software, Unity may include or make available a mechanism for installing, upgrading, configuring and removing Packages for use with the Software (the “Unity Package Manager”), which may be used in accordance with the Unity Editor Rights set forth above. Additionally, conditioned upon your compliance with these Software Terms and the Terms, and payment of all applicable subscription fees, Unity grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free right to deliver or otherwise make Packages available within the Unity Editor, including via the Unity Package Manager, subject at all times to the Unity Editor Rights, and provided you comply with Unity’s Package Guiding Principles & Guidelines. You may not otherwise make Packages available within the Unity Editor.

If you do make Packages available within the Unity Editor as authorized herein, you represent and warrant that you have all necessary rights in and to any such Packages, you agree to indemnify, defend and hold Unity harmless for any claims involving such Packages, and Unity expressly disclaims any and all liability for such Packages. Without limitation of other rights that Unity has, including those set forth Terms to suspend or terminate your Unity Account, Unity will have the right in its sole discretion, and without prior notice, to disable or suspend access to a Package in order to stop or prevent a violation of this Section or the Package Guidelines.

Unity may automate delivery of certain Unity-authorized Packages within the Unity Editor. Your use of a Package may be subject to separate or additional terms and conditions and/or privacy policy, as indicated in such Package.

2.8 Copies of Unity Software; Concurrent Use.

2.8.1 Unless we make available and you have purchased floating licenses for a Plan that includes the Unity Editor, you (and your Authorized 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 Authorized 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 an Authorized User in accordance with this Section 2.8.1.

2.8.2 Any Offering designated in Unity’s systems as being sold under a “floating” license may not be used, at any given time, on a total number of devices or shared globally among multiple users in excess of your total number of seats purchased (whether such users are using the Offering offline or on a dedicated basis or otherwise).

2.9 Third Party Requirements

Unity Software natively supports multiple third party Platforms (the “Unity Supported Platforms”).

Use of Unity Software with certain third party Unity Supported Platforms may require a current Unity Pro subscription and may be subject to additional technical requirements and/or terms and conditions (collectively, the “Closed Platform Requirements”), which may be accessed here or provided directly by the third party platform providers. In addition, certain third party Unity Supported Platforms may require the use of “Preferred Platform” keys to enable use of Unity Software with that platform. Access to such Preferred Platform keys may be obtained via the platform provider or Unity, as applicable.

You acknowledge and agree that while Unity Software may support a specific Unity Supported Platform, project publishers, including publishers affiliated with such Unity Supported Platform(s), may mandate adoption of additional technical requirements or other standards, which Unity Software may not support.

Unity does not have any obligation under these Software Terms to provide support for any third party service provider or third-party services offered to Unity developers.

2.10 Bundled Offerings

Unity Software and Offerings may be bundled together, along with Unity Services, Unity Toolkits, standalone third-party software and/or the right to add on other Unity offerings. Access to such entitlements is subject to separate terms and conditions applicable to such entitlements (as stated in Unity’s Terms of Service, on Unity’s Legal Information Page, or as otherwise provided to you by Unity) and may incur additional fees.

2.11 Unity Software is a Tool

Software products are tools and are intended only to assist you with your design, analysis, simulation, testing and other activities and are not a substitute for your professional judgment or your own independent design, analysis, simulation, testing or other activities. Due to the large variety of potential applications for Software, they have not been designed or tested for any specific uses, and it is your responsibility to determine whether the use of Software is appropriate for the purposes you pursue. Unity will not be responsible or liable in any manner whatsoever for the results obtained through use of Software, including any Project, or for the operation of any mechanism or device that is used in connection with Software or the Project. You are responsible for your (including your authorized users’) use of Unity Software and any results produced by Unity Software, including any Project. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Project or its operation, including, without limitation, all items designed with the assistance of Software. You further acknowledge that Software and your Project may not achieve the results you desire within your design, analysis, simulation, testing and other constraints.

Where your use of Software for Projects is related to (i) the process of creation, manufacture, distribution or operation of physical products or materials including, but not limited to, automobiles, airplanes, ships, buildings, tools or machines, or (ii) any other physical use impacting the safety or security of persons or property, the following applies: in addition to any other indemnification obligation(s) you have under the Terms, you will further indemnify, hold harmless and defend Unity from all claims, defense costs (including reasonable attorneys’ fees and expenses), agreed settlements and finally awarded judgements arising out of any violation by you (or any of your agents) of any applicable safety law, regulation or industry standard applicable, or any damage to persons or property connected with your Projects.

3. Consent to Data Collection; Privacy Policy Obligations.

3.1 Data Collection

You acknowledge and accept Unity's Privacy Policy. You agree that the Software (including the Unity Runtime in your Projects) may send data to Unity to: (a) check for Software updates; (b) provide aggregated usage statistics of your use of the Software and the use of your Projects by end users; (c) provide optional Developer Services; and (d) validate subscriptions in order to prevent unauthorized use. You acknowledge and agree that Unity may deliver messages and contact you about the 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, 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 [email protected] for assistance with your seats. Technical support may be offered by Unity at its sole discretion as described on the Unity website or in any Offering Identification. You acknowledge and agree that Unity has no obligation under this Agreement to provide patches, updates, new releases or new versions of the Software.

5. Term.

Subscriptions for a Unity Plan (or any other Software distributed on a subscription basis) the Software will remain in effect for the initial subscription period, and thereafter such subscription will automatically renew in accordance with your original payment frequency and commitment period at the then-current list price for such plan, or as otherwise authorized by Unity, unless you select a different available renewal option (i.e., payment frequency and/or commitment period) in your account (for subscriptions purchased online), otherwise change or renew your subscription plan, or terminate and cancel it as described in the Terms prior to the end of your current subscription period. For clarity, subscriptions for the Software are not cancelable during the applicable subscription term and are non-refundable.

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

6. Modifications to these Software Terms and Long-Term Supported versions.

Without limiting the Terms, Unity may update these Software 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 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., 2020.x and 2020.y and any Long Term Supported (LTS) versions for the Long Term Supported term as specified in the Offering Identification) 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 Software (e.g. from 2020.3 to 2021.1). 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 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.

7. Definitions:

“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.

“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.

“Package” means a distribution of files or resources packed together as a software collection to provide certain functionality to Unity Software users.

“Plan Benefits” means the subscription benefits, including specific entitlements, that Unity makes generally available with the Unity Software in connection with a Unity Plan.

“Platform” means a discrete combination of: (a) operating system (specific version / fork / operating mode / build); (b) hardware (including but not limited to CPU and GPU architectures); (c) development toolchain and SDKs and variants thereof designed for the specific version of the operating system; (d) form factor, including peripheral combinations and/or variants; and (e) distribution mechanism (such as stores).

“System Requirements” means the technical requirements, including the listed supported hardware and software, for the Unity Software as set forth in the documentation for the Unity Software, which is regularly updated for each major release.

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

“Unity Editor” has the meaning set forth in Section 2.1 (Use Rights).

“Unity Editor Rights” has the meaning set forth in Section 2.1 (Use Rights).

“Unity EdLab” means the streaming version of Unity Pro applicable to educational institutions as verified by Unity’s third-party partners for educational and/or other non-commercial purposes only.

“Unity Personal” means the “Unity Personal” version of the Unity Software. Unity Personal is available to individuals and Legal Entities who are Tier Eligible to use Unity Personal.

“Unity Plan” means a type of subscription that includes both the Unity Software and certain Plan Benefits.

“Unity Plus” means the "Unity Plus" Unity Plan, which includes a subscription to use a premium version of the Unity Software. Unity Plus is available to individuals and Legal Entities who are Tier Eligible to use Unity Plus.

“Unity Pro” means the "Unity Pro" Unity Plan, which includes a subscription to use a premium version of the Unity Software. 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.

“Unity Runtime” has the meaning set forth in Section 2.1 (Use Rights).

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

"Unity Student Plan" means the student version of the "Unity Pro" subscription. Students who are at least the age at which an individual can consent to the processing of their personal data (e.g., 13 in the United States, 16 in the European Union) and who are currently enrolled in an accredited educational institution, as verified by Unity or Unity's third-party partner, are eligible to use the Unity Student Plan.

“Unity Supported Platform” means any Platform listed in the “Unity Player System Requirements” section of the System Requirements. For clarity, “Unity Supported Platforms”: (i) does not include the Platforms, SDKs, APIs, etc., that are distributed separately from Unity Pro, for instance via the Unity Asset Store or by third parties, even if the underlying operating system itself is part of a Unity Supported Platform (i.e., a Unity Supported Platform is a complete Platform, as defined. Herein, not the individual components of a Platform), and (ii) does not automatically include the streaming version of an existing Unity Supported Platform.

"Unity Toolkits" means a set of prefab assets and C# scripts with a documented API that enables you to deliver extended functionality beyond that available with the Unity Software.