Additional Terms for Alphas

Last Updated: April 6, 2021

Your use of any Unity Alpha is subject to these Additional Terms (the “Unity Alpha Terms”), which supplement and incorporate the Unity Terms of Service. Unless you have a separate written agreement with Unity concerning any Unity Alpha, by accessing, purchasing, or using the Unity Alpha in any manner, you represent and affirm that you have read, understand, and agree to be legally bound by and comply with these Unity Alpha Terms. If you do not agree with these Unity Alpha Terms, you are not authorized to access or to use any Unity Alpha in any manner. (Certain capitalised terms defined in Section 9)

1. Unity Alpha Offerings

1.1 At times Unity offers Unity Alphas to users. These Unity Alpha Terms provide for terms and conditions applicable to Unity Alphas; however, any Unity Alpha will have specific terms and conditions for that product/service at its Plan Page, and those specific terms and conditions are incorporated by reference into these Unity Alpha Terms. There may be various different plans for any one Unity Alpha (including pricing, where applicable). You are encouraged to review carefully the specific terms and conditions when selecting the right plan.

1.2 In the event that a Unity Alpha is bundled with other Unity products or services (“Bundled Services”), these Unity Alpha Terms will govern your use of the Unity Alpha, unless otherwise provided in writing by Unity. And unless otherwise stated in writing by Unity, the Unity Alpha will be activated at the time when you first activate any one of the Bundled Services. Unity reserves the right to make any changes to the Bundled Services at any time without notice.

2. Registration

2.1 In order to access and to use a Unity Alpha, you need a Unity Account (or other account(s) as indicated by Unity).

2.2 During any Unity Alpha registration process, you may be required to provide certain information in addition to the information you provided when registering for your Unity Account.

2.3 You are responsible for maintaining the security of all logins, passwords, and other credentials issued to or created by you, or otherwise held by you applicable to the Unity Alpha ("Credentials"). You are also responsible for any and all activities that occur on, through, or under Credentials or otherwise in connection with Project Binaries, Integration Software, or your accounts; and you agree Unity is not responsible for any such activities. You acknowledge that this includes use of any service panel or other interface that allows for access to or configuration, management, monitoring, or implementation of a Unity Alpha. You also agree to notify Unity immediately of any unauthorized use of any such accounts or Credentials, as well as any other security breach related to your accounts, Credentials, the Unity Alpha, or access to or use of the Unity Alpha.

3. Use Rights

3.1 The Unity Alpha.

3.1.1 Subject to these Unity Alpha Terms, Unity grants to you the Alpha License.

3.1.2 Unity reserves all rights not expressly granted under these Unity Alpha Terms.

3.1.3 Notwithstanding anything else herein, to the extent that Unity Alpha or any part thereof provided hereunder incorporates or is bundled with any third-party software, such third-party software shall be governed exclusively by the terms and conditions governing such software.

3.1.4 To the extent any access to the Unity Alpha granted under these Unity Alpha Terms is in the form of Alpha Source, you will observe and follow, and cause your employees granted access to the Alpha Source to observe and to follow, the following security protocols, unless provided otherwise by Unity in writing:

3.1.4.1. Allow only designated employees to access the Alpha Source;

3.1.4.2. Upon Unity’s request, email Unity a list of your designated employees that have access to the Alpha Source and provide Unity prompt updates of any changes to the list of designated employees;

3.1.4.3. All necessary security precautions are in place to protect the Alpha Source, which in no case shall be less than those protections you take to protect your own source code.

3.1.4.4. Access to the Alpha Source is limited to trusted devices authorized and owned by you that are configured with security software (e.g., anti-virus, anti-malware, encryption, etc.) and protected against corruption, loss, or disclosure (each, a“Device”).

3.1.4.5. All of the following requirements are met:

(i) each Device must be uniquely associated with a specific, individual user;

(ii) Devices must be configured for automatic patching. All OS and application security patches must be installed within four (4) weeks of release. Devices may be required to immediately install emergency patches as necessary;

(iii) Devices must be encrypted (i.e., full disk, endpoint encryption) and secured with a password/PIN screen lock with the automatic activation feature set to ten (10) minutes or less. Users must lock the screen or log off when the Device is unattended;

(iv) Devices must not be rooted or jailbroken;

(v) network access to Alpha Source from Devices will only be in accordance with such network protocols as UTECH may require separately in writing;

(vi) Devices must be periodically scanned for restricted or prohibited software (e.g., peer-to-peer sharing and social media apps);

(vii) Devices must run an acceptable industry standard anti-malware solution. On-access scan and automatic update functionality must be enabled.

3.1.4.6. Promptly notify Unity of any security incident that compromised or may have compromised the security of the Alpha Source.

3.2 Communications Means.

3.2.1 On your request, Unity may grant to you and/or certain full-time employees of yours limited access to Communications Means for the sole purpose of facilitating communications concerning the Unity Alpha. This access may be revoked at any time, without limitation of, or prejudice to, other remedies under these Unity Alpha Terms or at law.

3.2.2 You will observe and follow, and will cause all of your employees granted access to the Communications Means to observe and to follow, any and all procedures, rules, or requirements Unity may impose from time to time concerning access to or use of the Communications Means.

3.2.3 You acknowledge and agree that (a) the Communications Means may have bugs and may not work as intended or at all; and (b) Unity and third parties having access to the Communications Means may have access to information, including Personal Data, communicated by you or your employees via the Communications Means, and vice versa. Unity has no obligation to provide any support in connection with the Communications Means whatsoever.

3.2.4 To the extent that access to or use of Communications Means by you or any of your employees requires agreement to any third-party terms or conditions, those terms and conditions will control only to the extent of any conflict between such terms and conditions and these Unity Alpha Terms.

3.3 Rights in Feedback; Project Binaries, Integration Software; Prohibitions.

3.3.1 You irrevocably grant to Unity a perpetual, worldwide, non-exclusive license to use and to exploit freely (including by the granting of sublicenses) any Feedback without any obligation to account or to pay any fees or royalties. Further, to the extent not licensable under applicable law, you agree to the greatest extent permitted by applicable law to waive or to refrain from, and to cause your employees to waive and to refrain from, asserting any "moral rights" or like rights in and to any Feedback.

3.3.2 You grant to Unity a limited, worldwide, non-exclusive, transferable, sublicensable, and royalty-free license to the following for the indicated purposes, as applicable:

(i) Project Binaries, for the sole purpose and to the extent necessary for providing the Unity Alpha to you;

(ii) Integration Software, for the sole purpose and to the extent necessary for accessing, running, and testing Integration Software for developing the Unity Alpha to permit integration or interface with Project Binaries;

(iii) Your other Confidential Information, for the sole purpose of internally analyzing and understanding Feedback relevant to such Confidential Information and the application or potential application of such Feedback. For greater certainty, while Unity may develop the Unity Alpha to permit integration or interface under sub-paragraph (ii) of this Section 3.3.2, it is under no obligation to do so.

3.4 You must have, and you represent and warrant that you do have, all ownership, releases, consents, licenses, or other rights (collectively “Consents”) required for Unity to exercise the licenses granted to it under these Unity Alpha Terms, including for Project Binaries, for Integration Software, for Feedback, and for any other data, tools, or materials provided to Unity in connection with Unity Alpha. You are solely responsible for any costs associated with obtaining and maintaining Consents.

3.5 You will not, directly or indirectly, encourage or engage in any of the following prohibited activities:

(i) use “web crawlers”, bots, or other types of software or hardware technology to download automatically materials from the Unity Alpha other than via publicly supported interfaces for the Unity Alpha;

(ii) accessing, searching, or attempting to use any part of the Unity Alpha other than via Unity Alpha’ publicly supported interfaces;

(iii) attempting to probe, to scan, or to test the vulnerability of any part of the Unity Alpha;

(iv) abusing referrals or promotions or other activity to get more entitlements than deserved--e.g. more capacity or other features/functionality;

(v) attempting to circumvent any capacity, user, or storage limits, or other license, timing, or use restrictions associated with the Unity Alpha;

(vi) breaching, or attempting to breach, any security or authentication measures;

(vii) using the Unity Alpha to provide or to assist any content delivery network functionality;

(viii) selling, reselling, renting, leasing, or otherwise supplying or providing access to any part of the Unity Alpha to third parties;

(ix) attempting to modify, to copy, or to create derivative works of any part of Unity Alpha, except only as expressly permitted by these Unity Alpha Terms;

(x) reverse engineering, disassembling, or decompiling any part of the Unity Alpha or attempting to derive the source code of any part of the Unity Alpha (except to the extent otherwise permitted by applicable law);

(xi) providing data or materials to Unity, or accessing or using the Unity Alpha in any manner, that (a) would violate any law, or any intellectual property or privacy/personality right of any person, or otherwise give rise to civil liability, (b) is fraudulent, false, misleading or deceptive, (c) is defamatory, obscene, pornographic, vulgar or offensive, (d) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (e) promotes violence or actions that are threatening to any other person, or (f) promotes illegal or harmful activities or substances;

(xii) attempting to interfere with or disrupt any network or computer system related to the Unity Alpha (e.g., through a virus or by overloading Unity’s network infrastructure);

(xiii) disclose the results of any benchmarking of the Unity Alpha, without the prior written consent of Unity;

(xiv) access or use the Unity Alpha to develop or to build a competitive product or service using similar ideas, features, functions, UI, or UX of the Unity Alpha;

(xv) create Internet “links” to the Unity Alpha or the Site that are not associated with, connected, or related to Unity Alpha or the Site;

(xvi) using the Unity Alpha in any way that results in a violation of the Unity Terms of Service, including restrictions on the combination or integration of Your Project Content developed with one tier of the Unity Software with any of Your Project Content developed with another tier. You acknowledge that Unity reserves the right to suspend or to terminate immediately your ability to access and to use the Unity Alpha in the event you violate any of the foregoing restrictions or are otherwise in breach of these Unity Alpha Terms or the Unity Terms of Service.

4. Personal Data

4.1 Neither you nor Unity will communicate any data to the other in connection with the Unity Alpha that constitutes Personal Data of any individual other than of its employees (or you if you are an individual) as necessary under these Unity Alpha Terms.

4.2 In the event that you wish to provide Unity with any Personal Data other than as contemplated under Section 4.1, then both parties agree to pursue in good faith a “Data Protection Agreement” as required under Data Protection Laws.

The provisions of this Section 4.2 are without limitation or prejudice to any other remedies provided at law.

5. Changing Your Alpha Plan

You may have the opportunity to upgrade or downgrade your plan. Unless otherwise stated by Unity, any change to your plan (upgrading or downgrading) will take effect upon the next billing cycle of your new plan. By way of example, if a paid monthly plan were available and you selected a monthly plan, the change to your plan will take effect the next month’s billing cycle.

6. Confidential Information

6.1 “Confidential Information” as used in these Unity Alpha Terms means the following disclosed/generated at any time in connection with your access to and use of the Unity Alpha: (a) as Confidential Information of Unity, the Unity Alpha; (b) as your Confidential Information, Project Binaries and Integration Software; and (c) as Confidential Information of each party, any business or technical information of that party or its Affiliates relating to that party or its Affiliate’s product plans, designs, software programs, source code, models, specifications, cost, product prices and names, finances, marketing places, business opportunities, or personnel that is clearly marked as “confidential” at the time of disclosure, or, if orally or visually disclosed, identified as confidential at the time of disclosure and confirmed by a writing having a “confidential” marking issued to the receiving party within thirty (30) business days after the date of such disclosure. These Unity Alpha Terms will also be Confidential Information of you and Unity.

6.2 Each of you and Unity agrees to hold Confidential Information of the other in strict confidence and not to disclose the other party’s Confidential Information to any third party except directors, officers, managers, members, and employees of it or its Affiliates who have a need to know and who are under obligations of confidentiality no less strict than those of these Unity Alpha Terms, and you and Unity further agree not to use or permit to be used Confidential Information of the other party for any purpose other than for purposes permitted by these Unity Alpha Terms (which purposes include exercising the licenses specifically granted under these Unity Alpha Terms). Without limitation of the foregoing, you and Unity will each take all measures necessary to safeguard the other party’s Confidential Information in order to avoid disclosure or dissemination of same with such a degree of care and scrutiny that it uses for its own, like confidential information, but in no event less than reasonable care.

6.3 Notwithstanding Section 6.1, Confidential Information of the other party shall not include any information that (a) is or becomes publicly available, other than through the breach, fault, or negligence of the receiving party; (b) was rightly in possession of the receiving party, without restriction, prior to the date hereof; (c) was developed by or for the recipient without reference to such information received from the other party, as demonstrable by written records; (d) is rightfully and lawfully obtained by the receiving party from a third party which has an unrestricted right to disclose such information; (e) is approved in writing by such other party for release; or (f) is communicated by such other party via any channel of the Communications Means that is open to any person other than you and Unity.

6.4 If a party is legally compelled to disclose any Confidential Information of the other party by any competent administrative or judicial action, the compelled party may so disclose such Confidential Information provided that the compelled party attempts to maintain the confidentiality of such Confidential Information by asserting in such action applicable privileges and immediately after receipt of the notice of such action notifies the other party of such action to give that party the opportunity to seek, at its expense, any other legal remedies to maintain such Confidential Information in confidence as herein provided.

6.5 All Confidential Information of a party is, and shall remain, the sole property of that party. Upon termination of the Unity Alpha, each party shall cease, and cause to be ceased, the use of all Confidential Information of the other party, and shall promptly destroy or return, at the option of the party to whom the Confidential Information belongs, all such Confidential Information and copies of same, if any.

7. Disclaimers; Limitation of Liability

7.1 YOU ACKNOWLEDGE AND AGREE THAT THE UNITY ALPHA IS STILL IN DEVELOPMENT, UNFINISHED, MAY HAVE BUGS, AND MAY NOT WORK AS INTENDED. YOU FURTHER ACKNOWLEDGE AND AGREE THAT UNITY DOES NOT COMMIT TO OR PROMISE ANY GENERAL OR SPECIFIC DATA, OUTCOME, OR RESULTS OF ANY KIND BY YOUR ACCESS TO AND USE OF THE UNITY ALPHA. UNITY HAS NO OBLIGATION TO PROVIDE ANY SUPPORT IN CONNECTION WITH THE UNITY ALPHA, NOR ANY PATCHES, UPDATES, NEW RELEASES, OR NEW VERSIONS.

7.2 EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THESE UNITY ALPHA TERMS, CONFIDENTIAL INFORMATION, PROJECT BINARIES, INTEGRATION SOFTWARE, THE UNITY ALPHA, AND FEEDBACK IS PROVIDED/AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND, AND EACH OF YOU AND UNITY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT THAT PERSON KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); (III) WARRANTIES AS TO ANY OPERATION BEING UNINTERRUPTED OR ERROR FREE; AND (IV) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM A PARTY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE UNITY ALPHA TERMS.

7.3 YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY CONTENT OR OTHER DATA YOU STORE VIA THE UNITY ALPHA.

7.4 UNITY AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY RELATED TO THE UNITY ALPHA WILL BE LIMITED TO THE GREATER OF (A) ANY AMOUNT ACTUALLY PAID BY YOU UNDER THESE UNITY ALPHA TERMS; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTIONS 3.4, 3.5, OR 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING SUCH DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THESE UNITY ALPHA TERMS, TERMINATION OF THE UNITY ALPHA OR ANY OF YOUR ACCOUNTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY, EVEN IF ADVISED OR AT THE TIME AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED. FOR PURPOSES OF CLARITY, UNITY’S LIABILITY FOR DATA THAT MAY BE PERSONAL DATA UNDER DATA PROTECTION LAWS SHALL BE LIMITED REGARDLESS OF WHETHER IT IS CONSIDERED CONFIDENTIAL INFORMATION UNDER SECTION 6, AND ITS SOLE OBLIGATIONS WITH RESPECT TO SUCH DATA ARE AS STATED IN SECTION 4.2 AND IN APPLICABLE DATA PROTECTION LAWS.

8. Termination

8.1 If you wish to have your Unity Alpha account permanently terminated, you may submit a support ticket at support@unity3d.com and request that your account be permanently terminated.

8.2 You understand and acknowledge that your ability to access and to use the Unity Alpha will terminate in accordance with your plan or earlier in the event of any breach of these Unity Alpha Terms or the Unity Terms of Service. You will no longer be able to access any submitted Project Binaries or Integrated Software, nor any Unity Alpha-generated data on termination, and Unity may delete those Project Binaries, Integrated Software, and Unity Alpha-generated data. Unity will not be liable to you or any third party in connection with any termination or any deletion of Project Binaries, Integrated Software, or Unity Alpha-generated data. Furthermore, on termination Unity will have no obligation to maintain any other information or data stored in our databases related to your Unity Alpha account.

9. Definitions

“Affiliate” means, with respect to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party, where “Control,” “Controlled by,” and “under common Control with” mean possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of management or policies of a person, whether through ownership of equity, voting or other interests, by contract, or otherwise.

“Alpha License” means the license grant to the Unity Alpha as described at the Plan Page.

“Alpha Source” means any source code (i.e., the “human readable” form preferred for modifying software code) of the Unity Alpha.

“Communications Means” means any communications means to which Unity may grant you access for the purposes of communication in connection with these Unity Alpha Terms (e.g., a Slack channel). For greater certainty, the Unity Alpha is not Communications Means.

“Confidential Information” has the meaning set out in Section 3 of these Unity Alpha Terms.

“Data Protection Laws” mean any data protection laws applicable to Processing of Personal Data, including, without limitation, the EU “General Data Protection Regulation” and all privacy and security laws, rules, and regulations of any applicable jurisdiction, including those in which your or Unity's products or services are provided or rendered, or in which a party has offices.

“Feedback” means any feedback, suggestions, or enhancements you provide to Unity or its affiliates about the Unity Alpha or any other Unity product or service; provided, however, that “Feedback” will not include your Confidential Information.

“Integration Software” means that software source code you disclose to Unity under these Unity Alpha Terms for possible integration or interface with the Unity Alpha.

“Personal Data” (aka personal information) has the meaning set out in the Data Protection Laws.

“Plan Page” means that “plan” at the Site concerning the Unity Alpha.

“Processing” has the meaning set out in the Data Protection Laws.

“Project Binaries” means compiled builds of games, applications, software, or other content developed by you with Unity Software, and, where applicable, all parameter information and data that you are permitted to upload, store, or transmit to Unity for the purpose of running the Unity Alpha.

“Unity Alpha” means a Unity product or service identified as “alpha” on a Plan Page that makes explicit reference to that alpha product or service being made available under these Unity Alpha Terms.

CHANGE LOG

Update of December 12, 2019:

1. Clarification that Unity Alpha may be modified where explicitly permitted.

2. Removal of Feedback as Unity Confidential Information.

3. Clarification of “receiving/holding party” to “receiving party”.

Update of October 9, 2019:

1. Change of assignment of Feedback in Section 3.3.1 to a non-exclusive license.

2. Clarification that licenses under Section 3.3.1 and 3.3.2 are worldwide.

3. Clarification in Section 3.4 of Feedback as separate from “other” data, tools, or materials provided in connection with the Unity Alpha, and that Consents must be sufficient for Unity to exercise the licenses granted to it.

4. Clarification of “employees” in Section 4.1.

5. Clarification that “Personal Data” includes personal information.

6. Removal of unnecessary defined terms/definitions and miscellaneous typo corrections.

Update of September 5, 2019:

1. Addition of Section 3.1.4, setting out specific security requirements for any Unity Alpha provided in source form (Alpha Source).

2. Change to heading of Section 3.3, adding “Prohibitions”.

3. Addition of definition for “Alpha Source” in Section 9.

*This Change Log is for reference purposes only. Please review the terms and conditions of the current Additional Terms carefully.