Unity Integrated Success Services: Level II

Additional Terms

Last updated: October 4, 2019

These Additional Terms (“ISS-II Terms”) govern your subscription to access Unity’s Integrated Success Services: Level II (“ISS-II”), and constitute a binding legal agreement between you and Unity. These ISS-II Terms supplement and incorporate the Unity Terms of Service.

By subscribing to access ISS-II, you agree that you understand these ISS-II Terms and are legally bound to comply with these ISS-II Terms. For clarity, if you purchase ISS-II on behalf of a company, organization or other legal entity, you represent and warrant that you have the authority to bind that legal entity to the ISS-II Terms and, in such event, “you” and “your” will refer and apply to that legal entity. If you do not or cannot accept these ISS-II Terms, you are not authorized to receive the benefits of ISS-II.

1. Scope.

ISS-II is designated for a team of Unity Software users with valid Unity Software subscription seats either (a) working on one (1) Project, or (b) located in one (1) Geographic Region. If you want to extend ISS-II to additional Projects or Geographic Regions, you may do so for an additional fee.

2. Services.

Subject to your compliance with the terms and conditions of this Agreement and your payment of all applicable fees, Unity will provide your team with the Services listed in this Section 2.

Management Services.

Unity will assign your team a DRM who will:

• Coordinate and facilitate Unity’s technical resources as needed to enable a holistic approach to solution deployment and management, effective and timely communication between your team and Unity, proactively identify and resolve emerging issues, and effectively prioritize efforts by considering business impact and ISS-1 priorities.
• Maintain an understanding and awareness of your team’s technical use of, and engagement with, the Unity Software and act as a liaison between you and other Unity technical departments as required.
• Manage escalation for Priority 1 (Emergency) Requests (see Section 3 below).
• Proactively communicate information to you about Unity Software Updates.

Unity will conduct a quarterly review of your use of the Services.

Support Services.

Unity will respond to properly submitted Support Requests concerning installation, activation, seat migration, configuration, troubleshooting and/or any other issues that may arise in connection with eligible Unity Software or your Project(s) in accordance with the response times specified in Section 3. Responses will be provided by Services Personnel.

Unity will undertake commercially reasonable efforts, at Unity's discretion, either to provide work-arounds or to correct faults in the Unity Software.

Unity will prioritize the backport of fixes to the current supported version(s) of the Unity Software for the Unity Supported Platforms that are applicable to your use of the Unity Software.

Unity will provide your team with two (2) Project Review during each year of a subscription period in accordance with Appendix 1 below. You may purchase additional Project Reviews for additional fees.

Unity will provide your team with two (2) standard, half-day On-Site Training Workshops during each year of a subscription period in accordance with Appendix 2 below. You may purchase additional On-Site Training Workshops for additional fees.

3. Response Time Objectives.

The priority given to a Support Request will determine the "Initial Response Time" specified below:

Priority 1 / "EMERGENCY" / 1 Business Hour

Priority 2 / "HIGH" / 2 Business Hours

Priority 3 / "NORMAL" / 4 Business Hours

Priority 4 / "LOW" / 8 Business Hours

• EMERGENCY (“Priority 1”): The problem results in extremely serious interruptions to the development or deployment of your Projects. It is affecting your entire team or causes serious impairment of essential operations for deployed Projects. For instance, data integrity is compromised or the issue is at risk of causing missed critical project deadlines or deliverables. You agree to contact your DRM for all Priority 1 issues.
• HIGH PRIORITY (“Priority 2”). The problem results in serious interruptions to the development or deployment of your Projects. Portions of your team cannot perform important tasks, but the error does not impair essential operations. Major Project components cannot operate correctly due to issues with the Unity Software or APIs, or performance issues are apparent.
• NORMAL PRIORITY (“Priority 3”). The problem causes interruptions in the development or deployment of your Projects. It does not prevent the operation of a Project.
• LOW PRIORITY (“Priority 4”). The problem results in minimal or no interruptions to the development or deployment of your Projects (no business impact). The issue consists of "how to" questions including issues related to APIs and integration, installation and configuration inquiries, enhancement requests, or documentation questions.

For Priority 1 (EMERGENCY) Support Requests, you will:

• File a Support Request via the Support Portal, which Support Request must include an accurate and complete description of the issues.
• Contact Unity via the emergency escalation method provided to you. For clarity, a Priority 1 Support Request will not be acknowledged by Unity as an emergency without this notification method.
• Provide Unity with a designated contact during the remedy period, either onsite or by pager, to assist with data gathering, troubleshooting, testing and applying the proposed solution.

In response to a properly submitted Priority 1 Support Request, Unity will:

• Contact the appropriate Senior-Level Contact via phone or other real-time means.
• Assign Services Personnel to own the issue and manage communications between you and Untiy.
• Engage in regular communication with Senior-Level Contacts for the duration of the engagement.

For all properly submitted Support Requests (Priorities 1-4), Unity will undertake reasonable efforts to: (a) acknowledge receipt of a Support Request from a technical Service contact within the Initial Response Time; (b) provide a short status report to you within a reasonable time; (c) address the Support Request by providing a remedy (e.g., eliminating the defect in order to bring the Unity Software into substantial conformity with its applicable documentation, providing updates, or demonstrating how to avoid the effects of the defect with reasonable commercial effort). Each party acknowledges that despite a party's reasonable efforts, not all problems may be solvable. Where on-going investigation is required, you will receive regular updates to your Support Request. Additionally, such updates may increase or lower the severity of the issue, in which case the frequency of updates will change accordingly.

4. Your Obligations.

In order to receive timely responses from and resolution on your Support Requests as contemplated in these Industry Starter Support Terms. You will undertake the following. In the event you do not fulfill the obligations set out below, Unity, in its sole discretion, may downgrade the priority level of the Support Request.

• Use suitably qualified engineers and artists to develop your Projects with the Unity Software.
• Provide accurate and complete descriptions of problems and issues by submitting a Support Request via the Support Portal.
• Cooperate with Services Personnel where elaboration of an issue is required.
• Provide self-contained reproductions of issues or steps to reproduce the issue when possible.
• Provide script, artwork or project folders where needed by Services Personnel.
• Provide development timetables including milestones and deliverables as necessary to enable Unity to provide timely and efficient services.
• Recognize that Services are often a collaborative and iterative process.
• Assign each problem a priority level as described above.
• Close Support Requests when the issue or problem has been resolved.
• Designate Senior-Level Contacts (ideally one (1), but no more than three (3) per Project) and provide contact details (e-mail address and telephone number), so that Services Personnel and your DRM may contact the Senior-Level Contacts at any time in response to Priority 1 (Emergency) or 2 (High) Support Requests. Each Senior-Level Contact will be an authorized representative empowered to make necessary decisions for you or bring about such decisions without undue delay. Where necessary, Unity will rely on the single senior-most Senior-Level Contact to determine, among other things, the priority and alignment of any concurrent tickets and resolution paths.
• Share Support Request responses provided by Services Personnel between members of your team.
• Assess Support Request responses for suitability and respond in a timely way when the response is not suitable.

5. Limitations.

Current Software Version. Unity's obligation to provide Services will extend only to the current supported version(s) of the Unity Software for the Unity Supported Platforms that are applicable to your use of the Unity Software.[1] [2]

Concurrent Support Requests. Unity and its Services Personnel will provide Services for up to a maximum of ten (10) concurrent Support Requests from you. Additional Support Requests can be submitted at any time, but Unity and its Services Personnel will queue such additional Support Requests and only commence services when one of the ten (10) active Support Requests has been resolved and closed. You can adjust the order of the submitted Support Requests by setting priority levels via written notice to Unity or as otherwise agreed between you and Unity. You may elect to increase the allowed number of concurrent Support Requests for an additional fee.

Support Portal. Support Requests sent to Unity using methods other than the Support Portal (or as otherwise directed by Unity) will be handled in a manner of Unity's choosing and will not qualify for the initial response times set out above. All members of your team with access to the Support Portal will be able to view the full contents of all Support Requests submitted on your behalf. You acknowledge that no provision will be made for restricted-access Support Requests.

Project Files. Where it is necessary for you to send the project files of your Project to Unity in connection with a Support Request, you must send a version of the project files in which unnecessary assets have been removed, and which is ready to be loaded onto a Unity machine without external server connections or special setup requests.

General Limitations. Unity’s obligation to provide Services shall extend only to your teams who have active, valid Unity Software subscriptions throughout the Term. Unity will neither provide Services to end users of your Project(s), nor to sub-contractors working for you. Unity will have no obligation to provide Services of any kind for problems in the operation or performance of the Unity Software to the extent caused by a User-Generated Error. If Unity determines that it is necessary to perform Services for a problem in the operation or performance of the Unity Software that is caused by a User-Generated Error, then Unity will notify you thereof as soon as Unity is aware of such User-Generated Error, and Unity may offer specialized Professional Services (subject to additional terms and fees) to address such User-Generated Error. If you accept this offer, Unity may invoice you at Unity's then-current time and materials rates for all such services performed by Unity.

Where you have a subscription to access and use the source code for the Unity Software, and you have created modifications, Unity will make a reasonable effort to accommodate any Support Requests in connection with your modifications. If Unity determines in its sole discretion that it is unable to provide Services for your modifications, for reasons including but not limited to the nature of such modifications and/or Unity’s lack of access to such modifications, Unity may offer to perform specialized Professional Services (subject to additional terms and fees). If you accept this offer, Unity may invoice you at Unity's then-current time and materials rates for all such services performed by Unity.

6. General Terms.

If Unity, in its sole discretion, determines that remote troubleshooting and investigation techniques employed by Unity have been unsuccessful and that on-site services are the most effective way to resolve a Support Request, Unity may offer to provide such limited on-site services, subject to your acceptance. If you accept this offer, you will not be charged for such on-site services, but will be charged for travel and living expenses.

Unity may at its discretion subcontract provision of Services to third parties, provided that Unity will continue to remain primarily responsible under the terms of the Agreement and will ensure that such third party providers provide all agreed services in accordance with the terms herein and in accordance with best industry standards. In all instances Unity will use suitably qualified Services Personnel.

To the maximum extent permitted by applicable law, Unity does not warrant or guarantee that the claimed or actual defects or malfunctions in the Unity Software will in fact be corrected.

7. Confidentiality.

The parties agree to hold each other’s Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, and not to disclose it to others. Recipient agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. All Confidential Information, if any, is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.

Either party may from time to time provide Feedback. Feedback is entirely voluntary and, if given, is provided without any representations or warranty of any kind. Provided such party does not disclose the other party’s Confidential Information in violation of this Section 7, such party is free to act on such Feedback with no obligation to the other party.

8. Term.

These ISS-II Terms will remain in effect for the initial subscription period (which has a minimum commitment of twelve (12) months), and thereafter will automatically renew for additional, consecutive twelve (12) month periods at the then-current list price unless either party notifies the other of its intent not to renew at least ninety (90) days prior to the end of the current subscription period. Once a renewal subscription period commences, you may add to or upgrade the service offerings you renewed, but you cannot remove, downgrade or cancel any renewed service offerings.

9. Definitions.

“Business Hours” means the hours between 2:00am and 6:00pm Pacific Time, Monday through Friday.

“Confidential Information” means any information, materials or knowledge that is disclosed by Discloser to Recipient in the course of Services and concerns Discloser and its business, including but not limited to business plans, roadmaps, financial condition, products, programming techniques, suppliers, technology or research and development. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of Recipient; (b) was rightfully in Recipient’s possession at the time of disclosure, without restriction as to use or disclosure; (c) has been rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser.

“Discloser” means a party to these ISS-II Terms that discloses or otherwise makes available Confidential Information to the other party.

“DRM” means the designated “Developer Relations Manager” provided to you by Unity.

“Feedback” means the suggestions, comments or other feedback provided by a party to these ISS-II Terms to the other party with respect to such other party’s Confidential Information or their product or service offerings, including changes, improvements or new functionality or capabilities.

“Geographic Region” means either: (a) one (1) contiguous country or territory, or (b) one (1) Coordinated Universal Time (UTC) time zone.

“Initial Response Time” has the meaning set forth in the table in Section 3.

“Intellectual Property Rights” means, collectively, a party’s worldwide patent rights, copyright rights, mask work rights, trade secret rights, know-how, moral rights, and any and all other intellectual property or proprietary rights.

“Onsite Training Workshop(s)” means the educational services described below in Appendix 2 (Unity Training Workshops).

“Project(s)” means one or more of your project(s) developed with the Unity Software as described in the subscription agreement between you and Unity. Projects are inclusive of your applications, user interfaces, services, platforms, and any other developed content or functionality which utilizes all or any portion of the Unity Software, whether or not ultimately commercialized or distributed.

“Project Review” meansan in-depth investigation into one (1) Project, wherein Unity will provide you with a support engineer to analyze the complete Project and look for opportunities to apply best practices in the areas of system design, optimization, stability and team workflow to enhance the performance, stability and maintainability of your Project.

“Recipient’ means a party to these ISS-II Terms when it receives Confidential Information from the other party.

“Services” means those ISS-II services provided by Unity as outlined in these ISS-II Terms.

“Services Personnel” means any Unity employee or any agent or other third party authorized by Unity to provide Services hereunder.

“Support Portal” means the online Support communication method provided to you by Unity.

“Support Request” means an accurate and complete question, issue or concern posted to the Support Portal in the English language.

“Unity Software” means the subscription software products subscribed to by your team, and for which you have purchased the Services described in these ISS-II Terms.

“Updates” means major releases and error correction releases of the Unity Software, or parts thereof, which fix or correct known problems and may provide new functionality or features.

“User-Generated Error” means problems in the operation or performance of the Unity Software to the extent caused by any of the following: (a) third party software or hardware products, or use of the Unity Software in conjunction therewith, or (b) your use of the Unity Software other than as authorized in your subscription agreement with Unity.

Appendix 1 // Unity Project Review Service

1. Scope. Unity will provide your team with two (2) complimentary Project Reviews during each year of your ISS-II subscription. You may purchase additional Project Reviews for an additional fee. Project reviews are subject to availability and must be requested with no less than thirty (30) days prior notice for each such request.

2. Services. Unity’s Project Review service consists of the following:

• Unity will arrange a preparatory phone call between you and a Unity senior support engineer;
• A Project Review conducted on-site at your premises (an “On-Site Review”) will be performed over two (2) consecutive business days; a Project Review conducted remotely from Unity’s offices (a “Remote Review”) will be conducted over such period as the Unity support engineer may reasonably require, but in no event less than five (5) consecutive business days.
• Unity will issue a final report to you concerning a Project Review within ten (10) business days of the completion. This final report will summarize the Unity’s key findings and advice, as well as detailed follow-up answers to unanswered questions.

You acknowledge and agree that Project Reviews may only be used during the current year of your subscription period and cannot be carried over to subsequent years.

3. Your Obligations. To ensure the success of your Project Review, you agree to:

• Provide Unity with contact information for one (1) designated contact who will run lead on your behalf for the duration of the On-Site Visit;
• Provide Unity with the office address, directions, access instructions and office hours for each On-Site Visit day;
• Provide Unity’s support engineer(s) with desk space and a preconfigured machine; and
• Ensure the availability of your technical leadership for the duration of the On-Site Visit.

You acknowledge and agree that: (a) it is your responsibility to contact Unity to schedule the Project Review included with your ISS-II subscription; (b) you must contact Unity at least thirty (30) days prior to the date on which you would like to schedule the Project Review; and (c) any unused Project Reviews not scheduled during the current year of your subscription period will be forfeited. Accordingly, if you do not contact Unity to schedule a Project Review at least thirty (30) days before the end of the year, you will forfeit such Project Review for that year.

You agree to notify Unity in writing of any cancellation or intent to reschedule a previously scheduled Project Review. In the event you notify Unity of your intent to cancel or reschedule a Project Review, Unity may invoice and you will pay all non-refundable travel and living expenses associated with the previously scheduled On-Site Review incurred before receiving your cancellation notice. In the event you notify Unity of your intent to cancel or reschedule a Project Review less than fourteen (14) calendar days prior to the date the Project Review is scheduled to begin, you will forfeit such Project Review for that year.

4. Ownership of Materials. Further, you acknowledge and agree that: (i) Unity will retain all rights in and to Unity’s Intellectual Property Rights, and (ii) any and all materials used during Unity’s performance of the Project Review will remain Unity’s Intellectual Property Rights. Unity hereby grants to you a non-exclusive, royalty-free license to use such materials, only to the extent necessary to enable you to exercise all of the rights granted to you in connection with the Services.

Appendix 2 // Unity Onsite Training Workshops

1. Onsite Training Workshops. Unity will provide your team with two (2) complimentary half-day On-Site Training Workshops during each year of your ISS-II subscription period.

On a date to be mutually agreed between the parties, Unity will send Unity Personnel to your location to provide the Onsite Training Workshop(s) you selected. All Onsite Training Workshops are structured for up to fifteen (15) attendees. You may be able to add additional attendees for an additional fee.

You may allocate your Onsite Training Workshops to two (2) of the following options:

• Profiling and Optimization in Unity– This workshop is designed to provide a more well-rounded understanding of how to optimize Unity Projects. While focusing on in-Unity approaches to optimization, participants will complete several optimization mini-challenges and analyze and optimize a large-scale scene.
• Platform-Specific Profiling– In this workshop, participants will be guided through a series of complex optimization challenges specific to common issues on your target platform. By exploring the best practices for using platform-specific profiling tools, participants will learn to both identify and solve problems that can arise during the development process.
• Optimizing in UI in Unity– In this workshop, participants will explore the best practices for creating efficient and functional user Interfaces in Unity. Participants will implement specific techniques to reduce overdraw and Canvas dirtying to create a well-architectured user Interface in a production-ready format.
• Best Practices for Memory and Asset Management– This workshop serves as a deep-dive on how to optimize memory usage in Unity applications. Using the Memory Profiler to benchmark progress, participants will explore unique solutions for memory optimization such as dynamic loading from the Resources folder, using best practices for import settings, and controlled usage of Garbage Collection.
• Asset Bundles: Best Practices– In this workshop, participants will explore the best practices for using the Addressable Asset System to manage loading and unloading of application content at runtime. Utilizing specific techniques to optimize Addressable Assets such as Grouping and Labeling, you’ll create a content-rich application with a small install-size footprint.
• Tour of Unity Source Code– This workshop is designed to serve as an introduction to the source code for the Unity Software*. Through the exploration of various technical aspects and crucial areas of the source code, teams that go through this training will leave with a better understanding of how the Unity Software functions on a fundamental level and be able to apply these insights in their day-to-day work.

* A source code subscription is subject to a separate agreement and additional fee.

Onsite Training Workshops can be customized for an additional fee and subject to a separate Statement of Work.

2. Your Obligations.

You will be responsible for delivering Materials (if any) you receive from Unity to the Onsite Training Workshop participants. It is you or your designated individual participants’ responsibility to possess computers with operating systems and software that are able to access the Platforms and view Materials presented. The latest version of the Unity Software must be installed on attendee computers. You will be responsible for providing facilities and/or equipment to be used by participants and/or Unity Personnel in conjunction with Onsite Training Workshops.

You acknowledge and agree that: (a) it is your responsibility to contact Unity to schedule the Onsite Training Workshops included with your ISS-II subscription; (b) you must contact Unity at least thirty (30) days prior to the date on which you would like to schedule an Onsite Training Workshop; and (c) any unused Onsite Training Workshops not scheduled during the current year of your subscription period will be forfeited. Accordingly, if you do not contact Unity to schedule an Onsite Training Workshop at least thirty (30) days before the end of the year, you will forfeit such Onsite Training Workshop for that year.

3. Training Platforms. Current Platforms utilized for Training Workshops include MyLiveBook (https://portal.knowledgepoint.co.uk/Login.aspx) and the Unity Asset Store (https://www.assetstore.unity3d.com). Where additional Platforms are utilized in connection with the Training Workshop services and materials, Unity will notify the individual participants and provide access to any applicable user terms prior to the start of the Onsite Training Workshop. When an individual participant registers on any Training Workshop Platform, they may be prompted to create an account and to agree to the terms of service presented via such Platform.

4. Ownership of Materials. You acknowledge and agree that Unity and its Fulfillment Partners will retain all rights in and to their respective Intellectual Property Rights, and any and all Materials, where applicable, used during performance of the Onsite Training Workshops will remain Intellectual Property Rights of Unity or the Fulfillment Partner, as applicable.

Unity hereby grants to you a non-exclusive, royalty-free license to access Platforms and use Materials, only to the extent necessary to enable you to exercise all of the rights granted to it under these ISS-II Terms or any statement of work. Any additional license grants in respect of the Onsite Training Workshops and related Platforms and Materials will be as between Unity (or its Fulfillment Partner) and the individual Onsite Training Workshop participant.

5. Additional Definitions.

“Fulfillment Partner(s)” means any one or more of Unity’s third-party licensors, partners or providers of the Learning Services, including operators of the Platforms described herein and hosts of Materials.

“Materials” means the documentation and materials, inclusive of video content and other content owned by or licensed to Unity, provided by Unity or its licensors in electronic or physical form. Materials are subject to additional terms between Unity and the individual end users (as referenced elsewhere in this Exhibit).

“Onsite Training Workshops” are in-person, instructor-led training sessions with Unity Personnel and include services and Materials delivered via Unity-designated Platforms.

“Platform(s)” means any Unity or third-party owned software, systems or platforms on which Materials are hosted and delivered or through which any Learning Services are performed.

“Unity Personnel” means any Unity employee, any agent or other third party authorized by Unity to provide an Onsite Training Workshop (Unity Personnel may be different from Services Personnel).