Last updated: 14 June 2023

These terms (the “Wētā Tools Terms”) govern your use of Unity’s Weta Tools Offerings which supplement the Unity Terms of Service (collectively, the Agreement”) . The Wētā Tools Offerings are provided by Unity and its affiliated entities and are a suite of software tools (the “Wētā Tools Software”). The Ziva Dynamics website, the Speedtree website and their subdomains (collectively, the “Wētā Tools Sites”)and the Wētā Tools Software (collectively the “Wētā Tools Offerings”) are controlled by Unity.

1. Use Rights
   1. Software Use License. Except as expressly set out in this Section 1, Unity retains all rights to the Wētā Tools Software. Unity reserves all rights not expressly granted to you in these Wētā Tools Terms. Subject to your compliance with these Wētā Tools Terms and payment of all applicable fees, Unity grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to use the Wētā Tools Offerings to do all of the following in connection with creating, distributing and publishing your Licensed Productions: 
      1. create Created Assets;
      2. input the Created Assets, Library Assets and the Third Party Assets into the Wētā Tools Software for the purposes of incorporating them into Licensed Productions; and
      3. use the Documentation in connection with your installation and use of the Wētā Tools Software.
   2. License to Library Assets. You agree that Library Assets as provided by Unity are licensed, not sold. Unity retains all right, title and interest in and to any Asset Libraries and the Library Assets. Unity grants you a non-exclusive, non-transferable, non-sublicensable, worldwide license to the Library Assets solely:
      1. To input Library Assets into any associated Wētā Tools Software provided pursuant to these Wētā Tools Terms and modify the Library Asset through the use of such Software to create Created Assets for incorporation into Licensed Productions (as an example: SpeedTree Library Assets may be input into the SpeedTree software and modified therein to create Created Assets);
      2. To incorporate Library Assets, together with substantial, original content not obtained through Unity, into your Licensed Production. A Library Asset may only be used as an embedded component of the Licensed Production, such that a Library Asset does not comprise a substantial portion of the Licensed Production;
      3. To reproduce, publicly display, publicly perform, transmit, and distribute the Library Assets as incorporated and embedded in your Licensed Production (including any physical advertising materials thereof); and
      4. Use Documentation provided in connection with installation and use of Software and/or Asset Libraries.
   3. License to Created Assets. Unity grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license to do all of the following solely in connection with creating, distributing and publishing your Licensed Productions:
      1. create Created Assets using the Wētā Tools Software;
      2. input the Created Assets into any Wētā Tools Software provided pursuant to this Agreement for the purposes of incorporating them into Licensed Productions;
      3. to incorporate the Created Asset, together with substantial, original content not obtained through Unity, into your Licensed Production. The Created Asset may only be used as an embedded component of the Licensed Production, such that the Created Asset does not comprise a substantial portion of the Licensed Production;
      4. to reproduce, publicly display, publicly perform, transmit, and distribute the Created Asset as incorporated and embedded in your Licensed Production (including any physical advertising materials thereof); and
      5. use Documentation provided in connection with the installation and use of the Wētā Tools Software and/or Asset Libraries.
   4. License to Restricted Library Assets. From time to time Unity may make certain Library Assets available to Customer for evaluation and/or internal use only (“Restricted Assets”). 
      1. Unlike Library Assets, Restricted Assets are not subject to the license rights set out in Section 1(a). Restricted Assets may be used solely for purposes of internal testing of the Wētā Tools Offerings or such other uses as Unity expressly permits in writing.
      2. You may not distribute Restricted Assets or otherwise incorporate them into any Licensed Production. Restricted Assets are available to you only for the period Unity advises and, where not specified, use is limited to fifteen (15) calendar days.
      3. Restricted Assets may be subject to further limits (e.g. in the case of some Restricted Assets, the user must be an educational institution that may only use the Restricted Assets for learning or research purposes and not commercial use).
2. Proprietary Notices. You agree that as a condition of your rights hereunder, each copy of the Licensed Production shall contain the same proprietary notices which appear on or in the Wētā Tools Software as provided by Unity to you and as otherwise reasonably required by Unity. In addition, the “credits screen” and documentation to each Licensed Production distributed by Licensee shall include the following wording: “Portions of this software utilize [insert name of Wētā Tools Software, e.g. SpeedTree, Ziva, etc.] (©[year] Unity Technologies). The Unity Technologies copyright notices in the Licensed Productions shall include the same date as is set forth in the copyright notices that Unity has placed on the software code delivered to you. The Unity copyright notices in the Licensed Productions shall be no less prominently displayed than your own copyright notices.
3. SpeedTree Product Types. The SpeedTree products governed by these Wētā Tools Terms are divided into 3 different categories. Where you see the terms SpeedTree Software, SpeedTree Learning Editions and SpeedTree Libraries we are referring to the products listed under the respective headings in the table below.

SpeedTree Software, SpeedTree Learning Editions and SpeedTree Libraries are collectively referred to in these Wētā Tools Terms as the “SpeedTree Product(s)”.

4. Tier Eligibility for SpeedTree Products. You and everyone using certain SpeedTree Products on your behalf must be eligible for the applicable product tier at all times. This means that you meet the criteria specified below.

• Learning Editions: Total Finances (as that term is defined below) for the most recent twelve (12) month period may not exceed $1,000,000. If your Total Finances exceed $1,000,000 you may only use Games Enterprise or Cinema Enterprise
• Indie: Total Finances for the most recent twelve (12) month period may not exceed $100,000. If your Total Finances exceed $100,000 you may only use Games Pro or Cinema Pro
• Pro: Total Finances for the most recent twelve (12) month period may not exceed $1,000,000. If your Total Finances exceed $1,000,000 you may only use Games Enterprise or Cinema Enterprise
• Enterprise: Total Finances for the most recent twelve (12) month period exceed $1,000,000. No revenue cap.

If you are mid-project, and your Total Finances grow to exceed the revenue cap of the tier you are using, you can simply upgrade your license and continue working. How Unity measures your Total Finances varies based on who you are. The revenue caps are shown in US currency and your Total Finances will be converted to US currency to determine your Tier Eligibility.

“Total Finances” are measured for the most recent twelve (12) month period like this:

• If you are a Legal Entity using SpeedTree (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 SpeedTree);
• 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 SpeedTree, but not providing services to a third party, your Total Finances are the amount generated in connection with your use of SpeedTree. 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 SpeedTree Products, you represent and warrant that you are eligible to use the tier of SpeedTree Products you are using and those being used on your behalf. You understand that it is your responsibility to maintain complete records establishing your eligibility and you bear the burden of proving your eligibility if Unity asks.

5. No Mixing or Co-mingling; correct use of SpeedTree Software. SpeedTree Product tiers with different eligibility criteria may not be used at the same time by one entity or individual or for or on behalf of one entity or individual. For example, you must upgrade all subscriptions if your Total Finances exceed a defined revenue cap. You must also ensure that you are using the correct type of SpeedTree software for your needs. SpeedTree Cinema is not for use in any interactive or real-time productions. If you are creating an interactive or real-time production, such as a video game, training application or interactive simulation, you are required to purchase a SpeedTree Games license. Unity reserves the right to disable your use of the SpeedTree Products if you attempt to use two tiers simultaneously or use SpeedTree Cinema in a real-time production. If you are using a Games enterprise or Cinema enterprise license and want to provide services to a customer or client who is eligible in a different tier please contact Unity and we may give you an exception. Unity may monitor your compliance with and enforce these restrictions and requirements, including but not limited to monitoring any available revenue estimate data.

6. SpeedTree Learning Editions: Use Rights. Except as otherwise set out in this section, Unity retains all right, title and interest in and to the SpeedTree Learning Editions. Unity reserves all rights not expressly granted to you in these Wētā Tools Terms. Subject to your compliance with these Wētā Tools Terms and payment of all applicable subscription fees, Unity grants you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to:

1. internally evaluate and learn how to produce Created Assets in SpeedTree Learning Editions;
2. create Created Assets for internal evaluation and learning use only;
3. input Library Assets, Created Assets and Third Party Materials into the SpeedTree Learning Editions for internal evaluation and learning use only; and
4. use the Documentation in connection with your installation and use of the SpeedTree Learning Editions.

Created Assets and Library Assets input into the SpeedTree Learning Editions cannot be exported out of Learning Editions and/or distributed to third parties in any way.

7. Third Party Software. SpeedTree Products incorporate or are bundled with Third Party Software governed by separate terms, including open source licenses. Such Third Party Software terms are identified in the Documentation and can be found at this link: 

https://docs9.speedtree.com/modeler/doku.php?id=third_party_licenses

Ziva 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 Documentation and can be found at this link:

https://docs.zivadynamics.com/vfx/third_party_licenses.html.

These Third Party Software terms are incorporated into the Agreement by reference.

8. Ziva Face Trainer Service Use Rights. The Ziva Face Trainer Service (the “Service”) is a cloud-based service that enables you to upload static mesh models of character materials (e.g. heads or bodies, human or otherwise) to the Service, and then download a fully rigged and animation-ready “trained” version of the submitted character materials.

Your use of the Service and your further utilization of the Created Assets, in particular, may include, be bundled with and/or require your separate purchase of other Wētā Tools Offerings. Access to any such Wētā Tools Offering may be subject to separate terms and conditions and may require payment of additional fees.

9. Privacy. You represent and warrant that you are responsible for obtaining and have obtained all releases, consents, licenses or other rights required for Unity to access, copy, modify, and compile your User Content. Please note that Unity may request copies of your consent records to confirm your compliance with this section. Failure to provide proper documentation may result in cancellation of your use of the Service.

10. Confidentiality

You or Unity (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, other than to the Receiving Party’s employees, agents and consultants who need to know such information to carry out the purposes contemplated by these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.

The Receiving Party agrees to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as the Receiving Party uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).

The Receiving Party may use or disclose Confidential Information to the extent (a) approved by the Disclosing Party in writing or (b) the Receiving Party is legally compelled to disclose such Confidential Information provided, however, that prior to any such compelled disclosure, the Receiving Party shall give the Disclosing Party reasonable advance notice of any such disclosure and shall cooperate with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.

At any time at the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all materials (in written, electronic or other form) containing the Disclosing Party’s Confidential Information, including any copies and extracts thereof, and so certify in writing to the Disclosing Party. It is not a breach of the foregoing obligation to the extent the Disclosing Party’s Confidential Information is contained in an electronic file created pursuant to the Receiving Party’s routine backup or archiving procedures if such file is not easily deleted and is not generally accessible beyond the need for disaster recovery or similar operations.

11. Additional Definitions. The following definitions shall apply to all sections of the foregoing Wētā Tools Terms.

“Asset Library” is a repository containing Library Assets made available to you by Unity as part of a Wētā Tools Offering either online or via access to Wētā Tools Software. Asset Libraries include the SpeedTree and Ziva Libraries.

“Created Asset” is a mesh, procedural model file, proprietary model file and/or texture (and any part of the foregoing) that is created by you through use of the Wētā Tools Offerings (or by Unity at your request). Created Assets exclude Unity Materials.

“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.

“Library Asset” is a mesh, procedural model file, proprietary model file and/or texture (and any part of the foregoing) that is provided to you as part of a Wētā Tools Offering Asset Library.

“Licensed Production” means:

• An interactive or real-time application such as a video game, training application or interactive simulation and any still images, screenshots or the like derived or resulting from such applications/ productions; and/or
• An offline or rendered animation video production such as feature movies, television shows or commercials, or any other similar video productions and any still images, screenshots or the like derived or resulting from such applications/productions.

“Mesh” means a three-dimensional digital model derived from a procedural model file.