These Terms & Conditions are effective for Unity Academic Alliance program memberships that start on or after January 25, 2021.
Last updated: January 25, 2021
1. Interpretation & Definitions.
In these Terms and Conditions (the "Terms"), the following terms shall have the following meanings:
1.1. “Academic Alliance Program” or “Program” means Unity’s world-wide program for post-secondary education institutions committed to advancing their students’ and faculty awareness, skills and inspiration for creating immersive experiences in 2D, 3D, VR and AR, which program may be subject to geographic, market and/or strategic variation as determined by Unity;
1.2. “Affiliate(s)” means any partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to companies that, directly or indirectly, control, are controlled by or are under common control with a party;
1.3. “Confidential Information” means any and all of a party’s (including Unity Affiliates’, Fulfillment Partners’ and licensors’) business, proprietary and technical information, data and processes, whether tangible or intangible, which is disclosed by one party to the other party hereunder or to which a party is exposed in connection with these Terms, including, without limitation, any and all techniques, discoveries, product operations, research developments, business activities and operations, current and proposed business and marketing plans, Faculty and Student information or data, customer and prospect lists, budgets, projections, cost analyses, acquisition candidates, inventions, source code, engineering concepts, ideas, data, designs, patents, patent applications, copyrights, copyright applications, know•how, trade secrets and computer programs. Confidential Information further expressly includes the terms and conditions (but not the existence of) these Terms;
1.4. “Faculty” means Member’s individual employees and contractors who provide educational and/or administrative services to Students.
1.5. “Fee(s)” means (i) an annual fee for participation in the Academic Alliance Program in such amount designated by Unity in these Terms, (ii) renewals of the annual fee described in clause (i); and/or (iii) any other fee subsequently invoiced to Member for separately-priced Unity Offerings when and as requested by Member;
1.6. “Fulfillment Partner” means any third-party agent of Unity authorized to provide products, services, content and/or materials to Member or any Student in connection with these Terms.
1.7. "Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights (including copyright applications), trade secrets, moral rights, knowhow and any other similar rights or intangible assets recognized under any law(s) or international convention(s) in any country or jurisdiction in the world as intellectual creations to which rights of ownership accrue;
1.8. “Materials” means any membership benefits details, program requirements documentation, and collateral materials, whether in physical or electronic form, as provided by Unity or its agent(s) to Member relating to the Academic Alliance Program.
1.9. “Personal Data” means any information relating to an identified or identifiable individual.
1.10. “Student” means Member’s enrolled degree-seeking students who may receive certain benefits of the Academic Alliance Program in these Terms or in any Materials hereafter provided by Unity to Member;
1.12 “UAA Newsletter” means the newsletters sent by Unity to Academic Alliance Program Members with information needed to know as a program participant;
1.13. “Unity Offerings” means the Unity Products and Unity Services, together with certain other benefits of the Academic Alliance Program (including, by way of example, rights to participation in Unity events), together with related documentation and Materials;
1.14. “Unity Products” means the training, courseware, exams, certifications and other educational content and programs, which may be licensed to Member hereunder;
1.15. “Unity Services” means any professional consultation, training expertise and other services as offered by Unity to Member in accordance with these Terms;
1.16. “Unity Marks” means all present and future trademarks, trade names, appellations and logos used and/or registered by Unity or its Affiliates. For the avoidance of doubt, the Unity Marks are inclusive of ‘Unity Academic Alliance’, ‘Unity Certified Instructor’, and such other designations as may be referenced in these Terms or via Unity communication to Member;
1.17. “Unity Website” means unity3d.com, unity.com, and successor site(s); and
1.18. “Year” means a calendar year beginning on the Effective Date and ending on the anniversary thereof, with each successive Year occurring on the same twelve-month anniversary schedule.
2. Participation in the Program.
Participation in the Academic Alliance Program requires compliance with, at all times during the Term, the terms of these Terms. In the event of any breach of the obligations as set out in these Terns or the Terms of Service, Member may be removed from the Program and these Terms terminated in accordance with Section 16. The parties’ obligations and rights as set out in these Terms may be supplemented by the Terms of Service.
3. Program Benefits.
Upon participation in the Academic Alliance Program, Member acknowledge and agree that it will receive certain benefits, including but not limited to the following:
3.1 Discounts. The opportunity to purchase additional Unity products and services at discounted price(s), subject to Unity’s sole discretion.
3.2 UAA Newsletter(s). Emails from Unity that include onboarding documentation and UAA Member Newsletters with information you need to know as the Academic Alliance Program participant.
Subject to Member’s payment of applicable fees and compliance with these Terms (including any additional participation requirements listed in the Materials), Unity hereby grants to Member the following:
4.1. Unity Offerings. a limited, non-exclusive, non-transferrable, non-sublicenseable and revocable license for the Term to utilize, promote and distribute to Faculty and Students, or in any subsequent Materials provided by Unity. Member acknowledges and agrees that all Unity Offerings promoted or distributed by Member to any Faculty or Student pursuant to the foregoing license will be subject to the certain Terms of Service. Member will be obligated to present all applicable Terms of Service to its Faculty and Students in advance of their use of any Unity Offerings. Member shall not modify or remove any Terms of Service.
4.2. Logo and Trademarks Usage. a limited, non-exclusive, non-transferable, non-sublicenseable and revocable license to use those Unity Marks as specified in Exhibit A of these Terms solely in connection with the marketing and promotion of Member’s participation in the Unity Academic Alliance Program at Member- owned or controlled locations and websites and/or in content created by or for Member for distribution in the ordinary course of Member’s business. Member acknowledges and agrees that use of the Unity Marks pursuant to the foregoing license will be subject to the following:
4.2.1 Member shall ensure that, each time one or more of the Unity Marks is used as authorized hereunder, the owner of the respective Unity Marks shall be identified in the manner directed by Unity. Member shall further indicate that such Unity Marks are used under license by Member and shall adhere to all applicable requirements and restrictions as set out in Unity’s guidelines posted at https://unity.com/legal/branding_trademarks (or any successor site);
4.2.2 Member agrees to cooperate in facilitating Unity’s monitoring and control of the nature and quality of Member’s use of the Unity Marks, and upon reasonable request by Unity, Member shall submit to Unity a copy of materials in which Member proposes to use any of the Unity Marks; and
4.2.3 All uses of the Unity Marks and goodwill shall inure to the benefit of Unity. Member has not paid consideration for the use of the Unity Marks except under the limited purposes set out in these Terms and, other than the right and obligation of use created pursuant to these Terms, acquires no right, title or interest in the Unity Marks of any kind whatsoever.
In addition to the foregoing licenses, provided that Member is in compliance with the terms of these Terms and any restrictions or requirements stated in the Materials, for the Term of these Terms Unity or Member, as applicable, grant to one another the entitlements listed in this Section 5. From time to time Unity, at its sole discretion, may grant Member such other entitlements as designated in the Materials or other official Unity communications.
5.1. Acknowledgement. Member hereby grants to Unity a limited, non-exclusive, non-transferable, non-sublicenseable, royalty-free and revocable license to publish Member’s name on the “Academic Alliance” area of the Unity Website, to refer to Member as an Academic Alliance Program member, and to use Member’s name at other locations as agreed by parties (including but not limited to online communities referencing the Academic Alliance Program).
6. Unity Reserved Rights.
6.1. Changes to Terms and Offerings. Notwithstanding anything to the contrary in any promotional, sales or other materials presented to Member, Unity reserves the right, at any time, (a) to change or terminate the Academic Alliance Program or the Term Sheet; and/or (b) to modify, suspend or terminate any Unity Offering, including any feature, functionality or component part thereof, which is licensed to Member under these Terms or is otherwise associated with the Academic Alliance Program.
6.2. Notice of Changes. Unity will use commercially reasonable efforts to provide Member advance notice of any material modification or long-term suspension or termination contemplated in Section 6.1.
Member may not promote or provide to Faculty or Students any Unity Offering in any country embargoed by the United States, nor to any individual on the U.S. Treasury Department’s list of Specially Designated Nationals.
8. Student Verification and Age Requirements.
Member shall ensure that each Student and Faculty that uses Unity software, Unity Products and/or Unity Services in connection with these Terms is within the age limits specified in the applicable Terms of Service and, where applicable, has obtained parental consents.
9. Changes to Member Company or Site.
Member shall notify Unity of all changes that may affect Member’s status or rights hereunder including, without limitation, change of name, address of the Member, or the information of the Member's contact person.
10. Current Website.
Member shall ensure the Member website(s) contains current information regarding Member’s participation in the Academic Alliance Program.
12. Fees & Costs; Pricing.
12.1. Program Fee. For each Year and in order to receive the Unity Offerings provided under the Academic Alliance Program, Member will be obligated to pay for the annual fees and costs for such a year at the amount and currency as set forth in the designated Order Form (“Program Fee”). Except as otherwise designated in the Terms, the Program Fee shall be non-cancellable and non-refundable.
12.2. Additional Fees. Member may purchase from Unity and distribute to Faculty and Students certain additional Unity products and related materials at the prices provided separately by Unity or its Fulfilment Partners.
12.3. Payment Terms. Unless otherwise agreed by the parties in writing, all fees in respect of Unity Offerings listed herein will be due net thirty (30) days from Unity’s or any Fulfillment Partner’s issuance of an invoice to Members. Fees will not be subject to offset or discount unless expressly designated by Unity.
Member (a) shall pay or reimburse Unity for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) shall not be entitled to deduct or withhold the amount of any such taxes, duties or assessments from payments made to Unity under these Terms without prior written consent from Unity, which shall not be unreasonably withheld. Many countries offer withholding exemption treaties with Denmark and withholding may be avoided. In such cases, Unity will provide Member on written request with documentation sufficient to substantiate reduced (if any) withholding taxes subject international tax treaties. In the event any taxes are withheld upon written consent of Unity, Member shall furnish Unity a tax withholding report detailing amounts due less withholdings within forty-five (45) days of making payment to Unity. Any unauthorized tax withholdings or failure to provide report detailing any withholding may result in unpaid amounts and subject to terms and conditions contained in these Terms. In the event Unity is unable to obtain a complete credit for such withholding taxes against its taxes, Member shall reimburse Unity for the difference upon thirty (30) days’ written notice by Unity.
Provided it has not been terminated in advance in accordance with Section 16, these Terms shall continue in force from the Effective Date until the first anniversary of the Effective Date (the “Initial Term”). Thereafter, so long as Member has paid all relevant Program fees on time, these Terms will be automatically extended for individual successive annual periods (each a “Renewal Term” and together with the Initial Term, the “Term”).
These Terms may be terminated in advance of its expiration: (a) by either party immediately with notice to the other party in the case of the other party’s material breach of the terms of these Terms; (b) by Unity on ten (10) days’ written notice where the Academic Alliance Program is being terminated or on termination, end of life or other wind down of all or substantially all Unity Offerings licensed to Member hereunder; (c) by Unity or Member for no cause upon thirty (30) days’ advance notice; or (d) by either party at any time in the event of any of the following: a receiver is appointed for the other party or its property, the other party makes an assignment for the benefit of its creditors, or any proceedings are commenced by, for, or against the other party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of such party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; or the other party is liquidated or dissolved.
16. Consequences of Termination.
In the event these Terms are terminated by Unity for cause, Member may be required to immediately return to Unity all Materials and any unused Unity Offerings. Unity may issue refund or offset against the amount owed the cost of the returned Unity software, Products and/or Services where it deems appropriate under the circumstances. All authorizations and licenses to Member granted under these Terms in respect of the Unity Marks, Unity Offerings and other benefits of the any Unity program contemplated herein will terminate immediately on termination of these Terms.
Sections 6, 11, 16, 18, 20.2, 21, 22, 23, 24, 29, 30, 32, 33, 34 and 35 shall survive termination of the Terms.
18. Confidential Information.
18.1. Nondisclosure; Restrictions on Use. Each party shall maintain in strict confidence all Confidential Information of the other party. A party shall use Confidential Information only for the specific purpose of fulfilling its obligations or exercising its rights set out in these Terms. The recipient of any Confidential Information (“Recipient”) shall not use, nor permit or purport to authorize any third party to use, any Confidential Information of the disclosing party (“Discloser”) for any purpose not specifically authorized in these Terms or the Terms of Service.
18.2. Exceptions. The restrictions on the use of Confidential Information contained in this Section shall not apply to information that Recipient can clearly show: (i) was already known to Recipient at the time of disclosure; (ii) was independently developed by Recipient without use of the Discloser’s Confidential Information; (iii) became known to Recipient from another source without confidentiality restriction on subsequent disclosure or use; (iv) is or becomes part of the public domain through no wrongful act of Recipient; or (v) is disclosed pursuant to any judicial or governmental request or order, provided that Recipient takes reasonable steps to give Discloser and its licensors sufficient prior notice so that it may contest or limit any such request or order.
18.3. Safeguards. Recipient shall take the same degree of care to safeguard the Discloser’s Confidential Information as it takes to safeguard its own confidential information, but no event less than reasonable care. Recipient shall take appropriate steps, by instituting or maintaining written non•disclosure agreements with any employees and duly authorized representative to maintain the confidentiality of and to protect all Confidential Information from disclosure, publication and/or unauthorized use. Recipient shall not remove any proprietary, copyright, mask work, trade secret or other notice or legend from any form of Discloser’s Confidential Information.
19. Warranties of Member.
Member represents and warrants to Unity as follows: (a) Member has all requisite right and authority to enter into these Terms and participate in the Academic Alliance Program; (b) Member’s performance of the obligations hereunder will not conflict with any agreements with or obligations to any third party; (c) and Member shall comply with all applicable international, national, state, provincial, regional and local laws and regulations in exercising its rights or fulfilling its obligations hereunder, including, without limitation, the data security, privacy and export control laws applicable to Member and its Students.
20. Warranties of Unity.
20.1. Unity makes the following representations and warranties to Member (a) the Unity Products will not infringe upon any copyright, trademark or trade secret; (b) use of Unity Marks, as directed by Unity, on and in connection with participation in the Academic Alliance Program, will not infringe any trademark rights of others; and (c) Unity has all requisite right and authority to enter into these Terms, to carry out its obligations hereunder and to grant the rights herein granted to Member.
20.2. EXCEPT AS STATED IN SECTION 21.1: THE UNITY SOFTWARE, UNITY PRODUCTS, UNITY SERVICES, ACADEMIC PROGRAM AND OTHER UNITY PROGRAMS REFERENCED HEREIN ARE PROVIDED “AS IS”, WITHOUT OTHER WARRANTY OF ANY KIND. UNITY, AND ITS AFFILIATES, FULFILLMENT PARTNERS AND LICENSORS MAKE NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR TRADE USAGE, RELATED TO OR ARISING OUT OF THESE TERMS, THE ACADEMIC ALLIANCE PROGRAM OR ANY OTHER UNITY PROGRAM CONTEMPLATED HEREIN. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNITY AND ITS AFFILIATES, FULFILLMENT PARTNERS AND LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
21. Acknowledgement of Ownership.
Member agrees and acknowledges that all right, title and interest in and to the Unity Offerings, the Unity Marks, Unity Confidential Information and any and all other documentation, materials, or things supplied by Unity or its Fulfillment Partners to Member in any fashion and in any media, including all trademarks identified thereupon and any and all Intellectual Property Rights therein, shall be and shall remain vested in Unity or the Fulfillment Partner, as applicable.
22. Use; Restrictions.
Member shall maintain Unity copyright and trademark notices on the Unity Offerings and will not alter, erase, deface, or overprint any such notice on anything provided by Unity. Subject only to the express rights granted herein and otherwise by Unity, Member shall not, nor allow any other person (including any Student) to, use, copy, modify, broadcast, transmit, reproduce or otherwise exploit any of Unity’s intellectual property or other proprietary rights in any manner whatsoever without the express prior written consent of Unity. For the avoidance of doubt, Member may not (i) disclose or distribute the Materials received from Unity as benefit(s) of the Academic Alliance Program to any third-party other than its Faculty or Student, or use such Materials in violation with the Terms herein (ii) use the Unity Marks in such a manner as to imply that any Member or third-party content was authored or sponsored by Unity or (ii) use the Unity name, Unity logos, or any other confusingly similar marks on any product, service, website, printed content, merchandise or any other materials. Any breach of this Section shall be a material breach by Member and will cause these Terms to be subject to immediate termination by Unity.
23. Limitation of Liability.
UNITY, AND ITS AFFILIATES’, FULFILLMENT PARTNERS’ AND LICENSORS’ TOTAL, COLLECTIVE LIABILITY TO MEMBER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO THE GREATER OF THE AMOUNTS PAID BY MEMBER HEREUNDER WITHIN SIX (6) MONTHS OF THE DATE OF THE CLAIM OR ONE HUNDRED U.S. DOLLARS (US$100). TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL UNITY OR ITS AFFILIATES, FULFILLMENT PARTNERS OR LICENSORS BE LIABLE TO MEMBER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNITY OR ITS AFFILIATES, FULFILLMENT PARTNERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Except as expressly otherwise provided in these Terms, Member agrees to release, indemnify, defend and hold Unity and its Affiliates, Fulfillment Partners and licensors, and their respective directors, officers, employees, agents, and assigns, and any other organizations related to the Academic Alliance Program or any other Unity program, software, product or services referenced herein or provided to Member in connection herewith, harmless from any and all claims, injuries, damages, expenses (including reasonable legal fees), or losses to person or property and/or liabilities of any nature that in any way arise from MEMBER’s exercise or attempted exercise of any rights hereunder, including (a) any condition caused by events beyond Unity’s or its Affiliates’, Fulfillment Partners’ or licensors’ control that may cause administration of the Unity Offerings to be disrupted; (b) Member’s or its employees’, contractors’, and agents’ negligence or willful misconduct; and (c) any breach by Member of these Terms.
25. Point of Contact; Notices.
Member will designate one person as the primary point of contact to be responsible for communications with Unity. All notices under these Terms shall be deemed served (i) when hand delivered; (ii) when delivered by email (if to Unity, at email@example.com or such other address as notified by Unity; if to Member, at the email address designated by Member for official contract notices), unless there is reason to believe that such email was not delivered to the correct recipient; (iii) upon delivery when sent by express mail, courier, overnight mail or other recognized overnight delivery service, charges prepaid; or (iv) seven (7) business days following the date mailed when sent by regular post, postage prepaid.
Member may not assign these Terms or any of its rights or obligations hereunder, whether voluntarily or by operation of law, to any other person(s) or entity(ies) without the prior written approval of Unity, which may be withheld in Unity’s sole and absolute discretion, and any attempt to do so shall be null and void.
27. Relationship of Parties.
Each party is acting as an independent contractor and not as an agent, partner or joint venturer with the other party for any purpose. Neither party shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other. Neither party shall hold itself out, either expressly, by implication or through its conduct, to any third party as having authority to bind or act on behalf of the other party.
28. Representation by Counsel.
Member hereby certifies and represents that it has been, or had the opportunity to be, represented by counsel in the negotiation and completion of these Terms.
29. Waiver Not to Prejudice Rights.
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. No waiver on behalf of either party of the breach of any of the covenants, conditions or provisions herein contained shall be effective or binding upon such party unless the same shall be expressed in writing and signed by both parties.
In the event any provision in these Terms wholly contravenes any applicable legislation existing from time to time or is deemed wholly unenforceable by a court of law, the offending provision(s) shall be deemed to be severed and the remainder of the Terms shall remain in full force and effect and no provision shall be deemed to be dependent upon any other provision unless so expressed herein.
31. Force Majeure.
Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, riots, acts of war, epidemics, failure of suppliers to perform, power failures, earthquakes or other disasters.
32. Governing Law.
These Terms will be governed by and construed in accordance with the laws of California, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
33. Injunctive Relief; Nonexclusive Remedy.
The parties acknowledge and agree that in the event of any breach of Sections 4, 5 and 19, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party will be entitled to seek injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach, in addition to any other remedy that such non-breaching party may have at law or in equity. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
34. Entire Agreement.
The parties have entered into these Terms and agree to be bound by its terms and conditions, and further agree that they constitute the complete and entire agreement of the parties and supersede all previous communications, oral or written, between them relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party. Any modification or amendment of any provision of these Terms will be effective only if in writing and signed by Unity and Member. For the avoidance of doubt and notwithstanding anything to the contrary in the foregoing, Member acknowledges and agrees that it may be subject to additional terms and conditions in respect of any Unity Offerings provided by a Fulfillment Partner through which Member purchases or receives the Unity Offerings. In the event of a material contradiction between any separate terms with a Fulfillment Partner, with respect to Unity’s Intellectual Property Rights and requirements for participation in the Academic Alliance Program, these Terms shall prevail.
The parties hereto have expressly required that the present Terms and any attachments be drawn up in the English language. In addition to the execution of this English form of these Terms, these Terms may be translated into another language and executed by the parties hereto. However, in the event of any inconsistency between the English version hereof and the foreign translation, the English version shall prevail and govern in all respects.
EXHIBIT A / UNITY MARKS LICENSED TO MEMBER
Appellation: “Unity Academic Alliance Member”
Digital Badge: as provided to you by Unity.