SpeedTree v9 Products Additional Terms

 

Last updated: 31 March 2022

1. General

Unless you have entered into a separate agreement with Unity, your use of any of the following version 9 of the SpeedTree Products is subject to these additional terms (the “SpeedTree Terms”), which supplement and are incorporated into the Unity Terms of Service. To the extent there is any conflict between these SpeedTree Terms and the Unity Terms of Service, these SpeedTree Terms prevail.  The SpeedTree Products and any related services are supplied by Unity Technologies SF or its Affiliates. 

The SpeedTree products governed by these SpeedTree 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 this Agreement as the “SpeedTree Products”. 

 By downloading, installing or using SpeedTree Products in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with these SpeedTree Terms.  If you do not agree with these SpeedTree Terms, you are not authorized to use SpeedTree Products in any manner.

2. Your Users

If you are a Legal Entity, you may allow your Authorized Users to exercise your rights hereunder, provided you have purchased a sufficient quantity of SpeedTree Product subscriptions for each individual Authorized User. All use of SpeedTree Products, including any third party exercise of your rights hereunder, is subject to these SpeedTree Terms. You remain responsible for any breach of these SpeedTree Terms by your Authorized Users.

3. Privacy

By accessing and using SpeedTree Products, you expressly acknowledge and accept SpeedTree’s Privacy Policy. This is different from Unity’s main Privacy Policy. Unity’s main Privacy Policy will also apply to you if you use other Unity Products or Services. 

4. Tier Eligibility for SpeedTree Products

You and everyone using certain SpeedTree Products on your behalf must be Tier Eligible at all times.  “Tier Eligible” means that you meet the criteria specified in the table below. 

 

If you are mid-project, and your Total Finances grow to exceed the Financial Threshold of the SpeedTree Product tier you are using, you can simply upgrade your license and continue working. How we measure your Total Finances varies based on who you are.  Financial Thresholds 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 the SpeedTree Product (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 the SpeedTree Product);
• 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 the SpeedTree Product, but not providing services to a third party, your Total Finances are the amount generated in connection with your use of the SpeedTree Product. 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 Product, you represent and warrant that you are Tier Eligible to use the tier of SpeedTree Product 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.    

No Mixing or Co-mingling; correct use of SpeedTree Software:

SpeedTree Product tiers with different Tier 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 Financial Threshold. 

You must also ensure that you are using the correct type of SpeedTree software for your needs. SpeedTree Cinema products are 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 need to purchase the relevant SpeedTree Games software.

Unity reserves the right to disable your use of the SpeedTree Software if you attempt to use two tiers simultaneously or use SpeedTree Cinema in a real-time production. If you are using Games Enterprise or Cinema Enterprise and want to provide services to a customer or client who is Tier Eligible in a different Tier please contact us and we will 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.

5. Types of SpeedTree Product Subscriptions

SpeedTree Products are  provided under the following different subscription terms:

 

 

5.1 Temporary Evaluation subscription

Temporary Evaluation subscriptions are valid for a set number of days, as specified by Unity in our systems.   At the end of the specified period, you may either purchase a subscription for SpeedTree Software, or you must immediately delete and destroy or return to Unity all copies of SpeedTree Software in your possession or control (see section 13 Termination). 

5.2 Node locked license

If you have acquired a node locked subscription you have the right to:

• Install the object code version of the SpeedTree Software on one PC
• Use the Software as permitted by these SpeedTree Terms on one PC

5.3 Floating license

If You have acquired a floating subscription the SpeedTree Software may be installed in object code on multiple devices and shared globally among multiple SpeedTree users, subject to the following: the number of concurrent SpeedTree users may not, at any given time, exceed your total number of SpeedTree floating license subscriptions (whether such users are using the Software offline or on a dedicated basis or otherwise).

 

6. SpeedTree Libraries and Library Assets: Access and Use Rights

This Section 6 governs your use of the SpeedTree Libraries and the Library Assets.

6.1 Access to SpeedTree Libraries 

Access to the Games Library may be included with a Games Enterprise license. Access to Games Library or Cinema Library can be separately purchased as an add-on to any other SpeedTree Software or SpeedTree Learning Edition subscription.

When you have access to the SpeedTree Libraries as an add-on or included in your SpeedTree Software subscription, your license to use the SpeedTree Libraries will run concurrently with Your underlying SpeedTree Software subscription (and so it will terminate when Your underlying SpeedTree Software subscription terminates).

Anyone can purchase Library Assets a la carte from the Online Model Library. Library Assets purchased in such a way can only be  modified and/or distributed pursuant to the terms set out in this section 6. If you do not have SpeedTree Software or SpeedTree Learning Editions you may purchase the Online Model Library Library Assets and you may download them for personal, non-commercial use but you may not modify or distribute them in any way by any means. 

6.2 Use Rights

Except as otherwise set out in this Section 6.2, Unity retains all right, title and interest in and to the SpeedTree Libraries and the Library Assets. Unity reserves all rights not expressly granted to you in these SpeedTree Terms.

 

6.2.1 Library Assets used in conjunction with a SpeedTree Software Subscription

Subject to your compliance with these SpeedTree Terms and payment of all applicable subscription fees, Unity grants you a non-exclusive, non-transferable and non-sublicensable license during the term of your SpeedTree Software subscription to:

• input the Library Assets into the SpeedTree Software;
• incorporate the Library Assets into Licensed Productions through the use of the SpeedTree Software;
• modify the Library Assets in the SpeedTree Software to create Created Assets for incorporation into Licensed Productions;  and
• use the Documentation in connection with Your installation and use of the SpeedTree Libraries.

 

6.2.2 Library Assets used in conjunction with a SpeedTree Learning Editions Subscription

 Subject to your compliance with these SpeedTree Terms and payment of all applicable subscription fees and/ or SpeedTree store payments, Unity grants you a non-exclusive, non-transferable and non-sublicensable license during the term of your SpeedTree Learning Editions subscription to:

• input the Library Assets into SpeedTree Learning Editions;
• modify the Library Assets in SpeedTree Learning Editions to create Created Assets for internal evaluation and learning use;  and
• use the Documentation in connection with Your installation and use of the SpeedTree Libraries.

 

7. SpeedTree Software: Use Rights

Except as otherwise set out in this Section 7, Unity retains all right, title and interest in and to the SpeedTree Software. Unity reserves all rights not expressly granted to you in these SpeedTree Terms.  Subject to your compliance with these SpeedTree 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 do all of the following solely in connection with creating, distributing and publishing your Licensed Productions in conjunction with the SpeedTree Software: 

• create Created Assets;
• input the Created Assets, Library Assets and the Third Party Assets into the SpeedTree Software for the purposes of incorporating them into Licensed Productions; and
• use the Documentation in connection with Your installation and use of the SpeedTree Software.

Created Assets and Library Assets input into the SpeedTree Software can only be distributed in Licensed Productions. 

8. SpeedTree Learning Editions: Use Rights

Except as otherwise set out in this Section 8, 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 SpeedTree Terms. Subject to your compliance with these SpeedTree 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:

• internally evaluate and learn how to produce Created Assets in SpeedTree Learning Editions; 
• create Created Assets for internal evaluation and learning use only;
• input Online Model Library Assets, Created Assets and Third Party Assets into the SpeedTree Learning Editions for internal evaluation and learning use only; and
• 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.

9. 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 

These terms are incorporated into this Agreement by reference. You agree that you have reviewed and accepted those terms and that your use of SpeedTree Software will be deemed acceptance thereof.

10. Restrictions

Except as expressly specified in these SpeedTree Software Terms, you may not: 

• copy (except in the course of loading or installing) or modify or create derivative works of the SpeedTree Products and/ or Library Assets; 
• remove any copyright notice, trademark notice, and/or other proprietary legend or indication of confidentiality in the Library Assets;
• distribute, transfer, sublicense, sell, lease, lend, rent or otherwise provide access to the SpeedTree Products, Library Assets and/ or the Created Assets to any third party; 
• directly or indirectly make the functionality of the SpeedTree Products or Library Assets available to multiple users or third parties through any means, including but not limited to by uploading the SpeedTree Products to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other technology or service; 
• use the SpeedTree Products and/or Library Assets for competitive analysis or to develop a competing product or service; or 
• do anything that could cause or result in the SpeedTree Products and/or Library Assets being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that the SpeedTree Products, Library Assets or other software combined or distributed with the foregoing to be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. You acknowledge and agree that portions of the Unity Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Unity and its licensors. Accordingly, you agree not to disassemble, decompile, modify or reverse engineer the SpeedTree Products and/or the Library Assets, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by this Agreement or by law notwithstanding this prohibition. 

 

11. 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 SpeedTree 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 SpeedTree technology (©2021 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.

12. Support

You are not entitled to any support or maintenance rights under this Agreement.  

13. Term

13.1 Duration

Games Indie and Cinema Indie licenses will automatically renew at the then-current list price, or as otherwise authorized by Unity, unless you opt out of automatic renewal at check-out.  

Games Pro and Cinema Pro licenses will terminate on the date you select on purchase.   

Games Enterprise and Cinema Enterprise licenses will terminate on the date stipulated in the Order Form. 

For clarity, subscriptions for SpeedTree Products are not cancelable during the applicable subscription term and are non-refundable. Upon termination, you must at Unity’s option either promptly delete and destroy or return to Unity all copies of SpeedTree Products in your possession or control.

13.2 Effect of Termination

Within ten (10) days after termination of Your subscription, You shall delete from electronic storage and memory, and destroy all portions of the SpeedTree Products in whatever form they exist.

 

14. US Government Rights

To the extent any of your Users are government entities, the following terms apply: The SpeedTree Products and the Documentation are “commercial items” as that term is defined in the Federal Acquisition Regulation (“FAR”) 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If acquired by or on behalf of a civilian agency, the U.S. Government acquires or will acquire SpeedTree Software, SpeedTree Libraries and/or Documentation and other technical data subject to the terms of this Agreement as required in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires or will acquire peedTree Software, SpeedTree Libraries and/or Documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software or technical data.

15. Export Law

You agree to comply fully with all export laws and regulations to ensure that neither the SpeedTree Products nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

16. Governing Law and Jurisdiction

 

1. These SpeedTree Terms will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to or application of conflict of laws rules or principles and regardless of your location. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
2. Except as set forth below in Section 16(4) below, any dispute arising out of or in connection with the SpeedTree Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.
3. The parties agree to arbitrate all disputes that must be arbitrated in the State of California, United States of America before the American Arbitration Association (“AAA”) and under the AAA’s Commercial Arbitration Rules.
4. Notwithstanding Section 16(3), either party may bring an action in court (1) to enforce its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including without limitation to seek injunctive relief, or (2) in cases that do not involve intellectual property rights, to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages). If you reside (or your principal place of business is) within the United States and the parties have an intellectual property rights dispute, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue the state and federal courts located in the City and County of San Francisco, California. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

17. Additional Definitions

“Authorized User”  means, if you are a Legal Entity, your employees, and employees of your affiliated entities, or third-party contractors who are testing, developing and operating your Unity Software content on your behalf. Your number of Authorized Users are stipulated in the Order Form.

“Created Assets” means (i) any Procedural Model Files (ii) Proprietary Model Files (iii) Textures and (iv) Meshes (and any part of the foregoing) that are created by You through utilizing the SpeedTree Products;

“Documentation” means the instructions, requirements, guidelines and other documentation for SpeedTree Products made available via the Sites or otherwise by Unity (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time). 

“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 government, non-profit, educational or academic institution.

“Library Assets” means any Meshes, Procedural Model Files, Proprietary Model Files and Textures that are provided to you as part of the Online Model Library, Games Library and/or Cinema Library. 

“Licensed Productions” means

• In respect of any license for SpeedTree Games, (i) an unlimited number of interactive or real-time applications such as video games, training applications or interactive simulations and offline or rendered animation video productions such as feature movies, television shows or commercials, or any other similar video productions; and (ii) any still images, screenshots or the like derived or resulting from the applications/ productions identified in (i); and
• In respect of any license for SpeedTree Cinema, (i) an unlimited number of offline or rendered animation video productions such as feature movies, television shows or commercials, or any other similar video productions; and (ii) any still images, screenshots or the like derived or resulting from these applications/productions identified in (i) but in each case which shall not be an interactive or a real-time production such as a video game, training application or interactive simulation. 

“Mesh” means a three- dimensional digital model derived from a Procedural Model File and readable without the SpeedTree Software that represents either an actual or imaginary species of   vegetation, including but not limited to  trees, flowers, palms, cacti, weeds, grass, food crops, and fantasy vegetation creations.

“Order Form” means Unity’s standard ordering document or other mutually agreed ordering document including but not limited to POs and invoices.

“Procedural Model File” means a three dimensional digital model which is saved with the file extension “.spm” and which is readable only be the SpeedTree Software, and that represents either an actual or imaginary species of vegetation, including but not limited to trees, flowers, palms, cacti, weeds, grass, food crops, and fantasy vegetation creations.

“Proprietary Model File” means a three dimensional digital model which is saved with the file extension “.srt” or “.stsdk” and which is readable only be the SpeedTree Software, and that represents either an actual or imaginary species of vegetation, including but not limited to trees, flowers, palms, cacti, weeds, grass, food crops, and fantasy vegetation creations.

“Textures” means images used as an input to the SpeedTree Software and which represent leaves, bark and other tree or vegetation features.

“Third Party Assets” means any Textures or Meshes that are procured by you from a third party.