Editor Source Code Terms

1. Access and Use Rights.

1.1 Read Only Unity Source Code Subscription. If a subscription Customer has purchased includes access to “Read Only” Unity Source Code, or if Customer has purchased the “Read Only” Unity Source Code product, then conditioned upon Customer’s compliance with this Agreement and payment of all applicable fees, Unity grants to Customer a limited, worldwide, non-exclusive, non-transferable, non-sub-licensable right during the applicable subscription term to: (a) internally access and review the Unity Source Code for the sole purposes of understanding the operation of and troubleshooting Unity Pro in connection with creating, optimizing, publishing and distributing Customer’s Projects; and (b) create limited Modifications only to the extent necessary to test, analyze or otherwise debug Unity Pro in connection with creating and optimizing Customer’s Projects, provided that Customer does not publish or distribute such Modifications with any Project. Customer’s access to and use of the Unity Source Code is restricted to the applicable System Requirements. For the avoidance of doubt, Customer may not otherwise modify or use the Unity Source Code without an additional grant from Unity.

1.2 Full Access Unity Source Code Subscription. If a subscription Customer has purchased includes access to “Full Access” Unity Source Code, or if Customer has purchased the “Full Access” Unity Source Code product, then conditioned upon Customer’s compliance with this Agreement and payment of all applicable fees, Unity grants to Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right to use, reproduce and modify the Unity Source Code to create Modifications during the applicable subscription term for the sole purposes of the creation, publication and distribution of Customer’s Projects for the Unity Supported Platforms and for no other purpose, Platforms or products. “Full Access” Unity Source Code product may not be available to all users.

2. Restrictions.

2.1 Customer may not use Customer’s access to Unity Source Code to enable or optimize Software, or otherwise create Modifications, to port to a Platform that is not a Unity Supported Platform without Unity’s prior written consent. Customer expressly agrees not to use, distribute, or modify the Unity Source Code in any way that results in creating adaptations, emulations, or software interoperable with Platforms or products not explicitly authorized as Unity Supported Platforms, including unauthorized third-party hardware, software, or middleware. For clarity, “porting” in this context means the process of adapting software for the purpose of achieving some form of execution and/or optimization of Software that is different from the one that it was originally designed for (i.e., Unity Supported Platforms).

2.2. Customer may not use Unity Source Code, directly or indirectly, for any purpose related to creating, training, or improving (a) any competing game engine, SDK, API, AI model, or development toolkit; (b) features or functionalities that replicate the capabilities of Unity software or services; or (c) any derivative works developed for other game engines, tools, or services without Unity's prior written permission.

2.3 For the avoidance of doubt, the Third Party Requirements section of the Unity Editor Software Terms applies to Customer’s use of Unity Source Code.

3. Requirements.

3.1. General. Unity Supported Platforms may have their own requirements or prerequisites, such as developer agreements and nondisclosure agreements, in order to receive relevant Unity Source Code. Unity cannot guarantee that Customer will be approved to receive such Unity Source Code, and has no liability for delays in Customer receipt of (or denial of approval for) such portions of Unity Source Code.

3.2 Platform Requirements.

(a) Nintendo. Customer must register with the Nintendo Developer Portal to become a Nintendo-authorized developer prior to accessing the applicable Unity Source Code.

(b) Nvidia. Customer's access to and use of the PhysX SDK (as modified for incorporation into Unity Pro) requires agreeing to and complying with the NVIDIA GameWorks EULA terms (currently found here: https://developer.nvidia.com/content/apply-access-nvidia-physx-source-code; accessing these terms requires joining the GameWorks NVIDIA Developer Program). Unity will not deliver the PhysX SDK unless so requested.

(c) PlayStation. Customer must register its Project in Sony’s DevNet system and receive the PlayStation console add-ons from Sony prior to accessing the applicable Unity Source Code.

(d) Stadia. Customer must register its Project with the Google Stadia developer program and receive the Stadia add-ons from Google or Unity prior to accessing the applicable Unity Source Code.

(e) Xbox. Customer must register with ID@Xbox and receive the Xbox console add-ons from Microsoft or Unity prior to accessing the applicable Unity Source Code.

3.3 Security Requirements. Customer agrees to take all the security precautions with the Unity Source Code as Customer takes to protect its own source code and other trade secrets. In addition to any technical security requirements used by Unity to deliver the Unity Source Code, Customer will strictly comply with the following security requirements:

(a) Customer will only allow Designated Developer Employees to access and use the Unity Source Code on Customer owned personal computers designated solely for the purpose of accessing and using the Unity Source Code. Unity Source Code shall not be copied onto any hosted storage or portable storage device. Customer will review the list of its Designated Developer Employees, and their access to the Unity Source Code, at least quarterly.

(b) Customer will, upon Unity’s request, email Unity a list of Customer Designated Developer Employees and their personal computer machine IDs that have access to the Unity Source Code and provide Unity prompt updates of any changes to its list of Designated Developer Employees;

(c) Customer will implement and maintain reasonable physical and technological security measures in any device accessing Unity Source Code, including but not limited to Malware protection, identity and access authentication, MDM (mobile device management), device encryption, prompt application of all applicable security patches on the device etc., to ensure the security of the Unity Source Code and, upon Unity’s request, provide a reasonably thorough description of all such security measures to Unity; and

(d) Customer will notify Unity of any security incident that compromised or may have compromised the security of the Unity Source Code, within 24 hours of discovery of the compromise. Failure to notify Unity promptly will result in a financial penalty of Fifty Thousand United States Dollars ($50,000) per day or partial day of delay, in addition to any damages incurred due to prolonged unauthorized access.

(e) Upon Unity’s reasonable written request, which shall include Unity’s good faith belief that Customer has violated any of the terms of this Agreement including Customer allowing access to the Unity Source Code by any person other than a Designated Developer Employee, Customer shall prospectively only allow the Unity Source Code to be accessed within a clean room environment ("Clean Room") under terms and conditions which Unity provides Customer. The Clean Room shall serve as a secure, isolated physical or virtual environment designed to prevent unauthorized access, duplication, or dissemination of the Unity Source Code.

4. Ownership of Modifications.

Customer hereby assigns to Unity all right, title and interest in and to all Modifications Customer creates, and Customer agrees to promptly deliver to Unity all Modifications Customer creates. Customer's rights to use Modifications are exclusively set forth in this Agreement. Customer will provide such modifications in the form and format as requested by Unity.

5. Non-Disclosure and Sharing Restrictions.

5.1 Prohibition on Sharing Source Code. Customer agrees that it shall not, at any time, directly or indirectly, share, distribute, disclose, or otherwise make available the Unity Source Code or access thereto to any Affiliate, third party, or external entity, without Unity's express prior written consent. Any such unauthorized distribution or disclosure shall be deemed a breach of this Agreement.

5.2 Material Breach. Any violation of Section 5.1 above constitutes a material breach of the Agreement. In the event of such a breach, Unity reserves the right to immediately terminate Customer's access to the Unity Source Code and any other Unity Offerings, without liability or refund. In the event of material breach, Customer shall, in addition to legal remedies, pay a penalty fee equal to three (3) times amount paid to Unity by Customer for the Source Code Subscription, as liquidated damages, reflecting the seriousness of a trade secret violation. Additionally, Unity shall have the right to pursue any other remedies available at law or in equity.

6. Audit Rights

For clarity, in addition to those rights set forth in Section 21.4 (Compliance) of the General Terms and Conditions, Unity retains an absolute right to audit all Customer systems, repositories, and platforms that may host or access Unity Source Code, as well as validate compliance with this Agreement through external consultants at any time during or up to twenty-four (24) months after the subscription term. Failure to comply with any such requests within ten (10) business days shall be deemed a material breach of this Agreement and Unity may immediately suspend Customer’s Unity Source Code access in addition to any other rights and remedies Unity may have.

7. Equitable Relief

Customer hereby acknowledges that unauthorized disclosure or use of Unity Source Code could cause irreparable harm and significant injury to Unity that may be difficult to ascertain. Accordingly, Customer agrees that Unity will have the right to seek injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

8. Term and Termination; Return of Unity Source Code

Upon expiration of Customer’s subscription term or upon Unity’s termination of the Customer’s access to the Unity Source Code, within 10 business days Customer will: (a) provide Unity with all Modifications made by Customer during the Term and (b) return all copies of the Unity Source Code to Unity and/or destroy all copies of the Unity Source Code in its or its employees’ possession, including without limitation permanent deletion or destruction of all electronic and physical source code files, repository clones, modification components, and backups. Customer will provide Unity with a written certification by an authorized Customer representative that all tangible copies of the Unity Source Code have been returned to Unity and that all electronic memories have been purged of any Unity Source Code. All Customer obligations with respect to Unity Source Code will continue under this agreement so long as Customer has access to Unity Source Code.

9. Definitions.

“Designated Developer Employees” means certain Authorized Users who are identified by Customer (Name, Country, Machine ID) and authorized by Unity to access the Unity Source Code who may be asked from time to time to personally certify compliance with the Editor Source Code Terms; such authorization is in Unity’s sole discretion and authorization and access may be revoked based on the location of the Authorized User or any other reason in Unity’s discretion.

“Modifications” means modifications to the Unity Source Code made by Customer.

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

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

“Unity Dependencies” means the standalone software or packages to which Unity Pro is linked or is a dependent executable, and which are not included as part of the core Unity Pro product.

“Unity Source Code” means the human readable source code for the core Unity product that Unity makes available, including any source code contained in Unity-controlled repositories for which Unity authorizes Customer's access, and excluding any sublicensed third party proprietary Third Party Software. For clarity, “Unity Source Code'' does not include source code for the Unity Dependencies. Unity Source Code is Unity’s Confidential Information.

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