Unity Advertising Terms of Service
Last Updated: August 7, 2023
To provide our clients with better experience, we have unified the legal terms of certain UnityAds, ironSource and Tapjoy offerings, as further detailed herein.
If you were directed to this page in connection with your use of any Game Service, Engage Service, Multiplayer Service, or Consulting Service, please note that the applicable terms are now available at the following link: https://unity.com/legal (or a different URL Unity may provide from time to time).
These Terms of Service (the General Terms and, together with the Additional Terms, the “Terms”) are a binding agreement between you and Unity Technologies SF, an entity duly organized and existing under the laws of the state of California, USA (together with its affiliates and subsidiaries, “Unity”), and govern your use or access to the Services made available to you by Unity. Certain Services may be provided by different Affiliates of Unity. Some Services may require you to accept additional terms and conditions in order to use or access such Services. With regards to such Services, your agreement shall also constitute a binding agreement between you and the Unity entity.
The term “you” as used in these Terms means either an individual utilizing any of the Offerings in his or her individual capacity or the company or other entity affiliated with an individual utilizing any of the Offerings on behalf of that company or other entity.
By clicking to accept these Terms, registering for any of the Offerings or accessing, enabling or utilizing any of the Offerings or Service Assets (including access, enablement or utilization based on a “free,” “evaluation,” or “trial” basis), you represent that you have read, understand, accept and agree to these Terms. If you do not accept and agree with these Terms you are not authorized to use any of the Offerings or Service Assets.
If you are entering into these Terms on behalf of a company or other entity (e.g., an Agency on behalf of an advertiser), you represent that you are a duly authorized employee or agent of such company or other entity with the authority to enter into these Terms on behalf of such company or other entity and that such company or other entity will be bound by these Terms. In such a case, the term “you” will also refer to such third party or parties on a joint and several basis. If you are an individual entering into these Terms on your own behalf, you represent that you are the age of legal majority or older and have the legal capacity to enter into and be bound by these Terms.
Unity may, from time to time, modify these Terms at its discretion. We encourage you to review these Terms periodically for changes. Your continued use of the Offerings or any of the Services Assets following modifications made to these Terms or any of the Policies constitutes your acceptance of them.
I. The General Terms
1. Use of the Offerings.
1.1. In order to use the Offerings, you and your Users must provide registration information as requested by Unity, which may include the requirement to create a Unity ID or account for use of the Offerings, which account may include an administrative interface that allows for configuration, management and monitoring of the Offering (“Service Account”). Access to a Unity ID or Service Account is provided solely to the individual registering that Unity ID or Service Account and Unity IDs and Service Account log-in credentials may not be shared among individuals. You are responsible for: (i) maintaining the confidentiality and security of all log-in credentials for Unity IDs and Service Accounts used by you and your Users; and (ii) all activities that occur through such Unity IDs and Service Accounts and for each User’s compliance with these Terms. You agree to immediately notify Unity of any unauthorized use (including any security breach) of any Unity IDs or Service Accounts.
1.2. You agree that (i) you will comply with the Documentation and Policies for the Offerings; and (ii) without such compliance, Unity may be unable to provide the Offerings to you or the Offerings may not operate correctly. Unity will have no liability to you if Unity is unable to provide the Offerings or the Offerings fail to operate correctly as a result of your failure to comply with these Terms.
1.3. You agree to update to the most recent version of the Service SDKs and/or Service APIs within ninety (90) days of the version's release date.
1.4. Unity hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to: (i) access and use the Offerings and Service Assets solely as provided for in the applicable Documentation and Policies and solely for your internal use in connection with your use of corresponding Offerings for corresponding Applications; and (iii) use and integrate the Service SDKs or Service APIs in your Applications solely as provided for in the applicable Documentation and Policies and solely to implement the corresponding Offerings in corresponding Applications.
1.5. You agree that: (i) you may only use the Offerings and the Service Assets as expressly permitted in these Terms, including any applicable Documentation and Policies; and (ii) all licenses granted to you in these Terms are conditioned upon your compliance with these Terms.
1.6. A current Unity Software subscription, fees or other requirements (including, for example, subscription to other Unity services such as Unity Gaming Services) may apply for access to and use of certain Offerings or Offerings features. You acknowledge that any access to and use of the Unity Software is subject to the applicable license agreement for such additional services.
1.7. Unity reserves the right to apply or change any subscription requirements, business model, fees (including changing features, products, and Offerings from free to requiring payment), pricing, delivery methods, or other requirements associated with any of the Offerings or Service Assets or features at any time without prior notice to you.
1.8. You agree that you will promptly provide Unity with all such information, assistance, and materials as Unity may reasonably require for the performance of its duties under these Terms.
1.9. Subject to Unity’s sole discretion, the Unity Dashboard may allow you to view reports regarding the number of impressions, clicks, eCPM rates, estimated revenue, and other metrics Unity may decide to include and more. You acknowledge and agree that the Unity Dashboard reporting is provided to you for convenience purposes only, and Unity is not liable for any unavailability or inaccuracy, temporary or otherwise, of the Unity Dashboard. You acknowledge and agree that the manner in which the Unity Dashboard reports are generated, including without limitation, the manner in which your share of Net Revenue (if any) is calculated and presented therein, may be modified by Unity at any time and without prior notice to you.
2. Payment.
2.1. Payments to Unity. You agree to pay all amounts due for Offerings as set forth in the Unity Dashboard and/or in accordance with the applicable Offering Identification. The Offerings may be invoiced by, and paid to, the applicable Unity entity, as determined by Unity from time to time. Unless otherwise specified in an Offering Identification or the Additional Terms:
(i) all payments hereunder will be made in U.S. Dollars;
(ii) Available payment options may vary across different Offerings. If you are paying by credit card or a designated billing account, by providing credit card or billing account details, you authorize Unity to charge such credit card or billing account for applicable charges, including, if applicable, charges for the Initial Period and any Renewal Periods. Payments may be processed via certain online payment service providers (“Online Payment Processors“). Unity may add or change the Online Payment Processors at its sole discretion. The Online Payment Processors enable you and Unity to securely send payments online. Unity does not control nor is it affiliated with such Online Payment Processors. Unity is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors;
(iii) unless otherwise agreed, you will pay all applicable charges in full without deductions no later than thirty (30) days from the end of the month of in which the Services were provided to the bank account designated by Unity; and
(iv) if Unity requires prepayment and/or a prepaid retainer (“Prepaid Funds”) for Services, which Unity may require in its sole and absolute discretion, you agree that Prepaid Funds shall be the exclusive property of Unity and shall be non-refundable. If Prepaid Funds are insufficient to cover applicable charges and fees, you agree to immediately fund your Service Account with additional funds to cover the deficiency. If you do not fund your Service Account to cover the deficiency, Unity reserves the right to invoice you, which invoice shall be paid within ten (10) days of the date of the invoice.
You are responsible for providing complete and accurate billing and contact information and notifying Unity of any changes to such information. Any payments made via wire transfer must include the bank information provided by Unity. You agree that you have all necessary rights, power, and authority to authorize each such payment. You agree to maintain sufficient funds or credit availability in your payment method to satisfy or deliver your amounts due and that Unity reserves the right to suspend your Service Account or access to the Services if sufficient funds or credit availability are not available or delivered at the time your payment is submitted, or if your payment is late. Without limiting Unity’s rights or remedies, for unpaid invoices, late payments or insufficient funds: (a) Unity may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable law; (b) you will reimburse Unity for all costs incurred in connection with the collection of amounts payable and past due; and (c) Unity may use any funds otherwise payable to you under any Offering or any agreement between you and Unity to satisfy any sums you owe to Unity, including, without limitation, unpaid invoices, late payments, interest payments or insufficient payments. Order acceptance may, in Unity’s sole discretion, be subject to credit approval, in which case you agree to provide information reasonably requested by Unity to evaluate each such entity’s credit on an ongoing basis. All charges are subject to applicable restrictions and criteria set forth in an Offering Identification.
2.2. Payments from Unity. In connection with your use of the Monetization Services, you acknowledge and agree that all Net Revenue attributable to the Ads belongs to Unity, except that Unity will pay you a percentage of Net Revenue attributable to the Ads that run in your Applications each calendar month. Certain Applications might be subject to different payment terms which will be communicated to you, based on our internal analysis and discretion.
2.2.1. Payments associated with manual invoicing will be made within thirty (30) days of the later of (i) the end of the corresponding calendar month and (ii) receipt of a properly issued invoice for that calendar month. You agree to provide invoices for amounts payable to you in the form and manner as requested by Unity. If Unity performs self-billing, you authorize and direct Unity to generate monthly invoices on your behalf for amounts payable. Payments associated with self-billing will be made within sixty (60) days of the end of the corresponding calendar month. Unity will make self-billing invoices available to you, and you agree that should you fail to object to an invoice within ten (10) days of the corresponding invoice date, the invoice will be deemed as having been approved by you. You are responsible for any invoice adjustments, reporting and accounting required by any tax laws applicable to you (e.g., in the case of reverse VAT charges).
2.2.2. Unity’s obligation to pay a percentage of the Net Revenue payments to you is conditioned upon you providing Unity complete and accurate information relating to remittance of payment and requested tax information, and subject to adjustments for Deductions that may accrue. Unity reserves the right to take any Deductions based on a flat rate imposed across the Unity network or actuals. Amounts payable of less than one hundred dollars ($100 USD) may be held by Unity until amounts payable exceed one hundred dollars ($100 USD) or a final payment is due hereunder. If payments made to you are not received due to the failure to provide accurate information, failure to cash a check, or otherwise, Unity has no ongoing obligation to hold such funds for you and, after a reasonable time as determined by Unity in its discretion, the funds will continue to be considered property of Unity.
2.2.3. Net Revenue and payment calculations will be based on Unity’s measurements, which will be the system of record for calculating such sums. The Net Revenue share percentage applicable to you may be varied from time to time in Unity’s discretion.
2.2.4. In the event of any overpayment, payments related to activities in violation of the Invalid Activity Policy, or other payment error (as determined by Unity), whether as a result of inaccurate information from a third party or otherwise (e.g., due to Deductions), Unity may in its sole discretion: (i) deduct any overpayments, payments related to activities in violation of the Invalid Activity Policy, or amounts associated with other payment errors from future payments due to you; and/or (ii) require reimbursement in full of any such amounts, which you agree to remit to Unity in full within seven (7) business days of request. Unity reserves the right to deduct from any payments due or payable to you any amounts that you may owe Unity or any of its Affiliates in connection with any product or service. You agree that Unity may withhold payments due to you in the event that you breach these Terms.
3. Taxes.
Except as otherwise expressly provided by Unity to the contrary, all payments from Unity hereunder are inclusive of taxes, and any taxes (including sales, use, goods and services (GST), value added (VAT), taxes on digital or electronic services, excise or other taxes (other than taxes based on Unity net income) arising from or related to your use of the Offerings or payments made to you will be your responsibility and must be remitted by you. If applicable laws require withholding of any amounts due to you, Unity may withhold such amounts, unless you provide an adequate certificate of exception from such withholding taxes (amounts payable to you will not be grossed up on account of withholding taxes). Unity may deduct any national, federal, state, local, or other taxes and assessments, including value-added taxes and amounts levied in lieu thereof based on charges set, services performed or amounts accrued hereunder.
Payments to Unity made under these Terms shall be made without deduction or set-off for any withholding taxes, levies, imports, duties, charges, and/or fees imposed by any governmental taxing authority except as required by law. If you are required to make any such deduction as required by applicable laws, you will pay to Unity such additional amounts as are necessary to ensure Unity's receipt of the full amount that Unity would have received but for the deduction. You will be responsible for, and will promptly pay, all taxes, levies, imports, duties, charges and fees of any kind (including but not limited to sales, use and withholding taxes) associated with any of the Offerings, except for taxes based on Unity’s net income. You will promptly reimburse Unity for any such taxes or duties that Unity pays to taxing authorities. You will promptly produce any tax information or documentation required by Unity. With respect to any such taxes on payments under these Terms, you will indemnify and hold harmless Unity against any and all claims by any tax authority for any underpayment and any penalties and/or interest thereon.
4. Beta and Evaluation.
4.1. Unity may make available or deliver Evaluation Versions. Except as expressly set forth in the Documentation for the Evaluation Version or applicable Additional Terms (a) you may access or use the Evaluation Version only for a period of thirty (30) days from download or receipt, (b) your use will be limited to non-commercial internal evaluation purposes with no rights to make available or distribute the Evaluation Version to any third party, and (c) the use will be only by you as an individual or, if you are an entity, by one employee.
4.2. Unity may suspend or terminate your use or access at any time in its sole discretion and/or begin charging for such Evaluation Version after a period of time as may be indicated in the Documentation or Offering Identification, or update its pricing or business model (including, when an Evaluation Version becomes a general availability product).
4.3. Notwithstanding anything contained in these Terms or otherwise, (i) Unity makes no commitments with respect to Evaluation Versions, including any patches, updates, new releases, any commitment to continue any Evaluation Version or to convert any Evaluation Version into a product offering; and (ii) Evaluation Versions may contain code that is still in development, is not fully tested, and may include bugs, errors and faults that may cause total data loss or system failure.
5. Certain of Your Obligations.
5.1. You will comply with all applicable notice and consent requirements necessary to deliver the Offerings.
5.2. You will obtain all appropriate permissions from End-Users in connection with access to and usage of End-User’s device sensors (e.g., accelerometer, camera, etc.), as may be required from time to time in connection with the Offerings.
5.3. You are solely responsible for the development, operation and maintenance of your Applications, including properly configuring your Applications for the Offerings in accordance with the then-current Documentation, ensuring that calls or requests made to the Offerings are compatible with the then-current Services APIs and Documentation, complying with any platform or operating system technical and other requirements necessary for the Offerings, providing support to End Users of your Applications and resolving any legal claims related to your Applications.
5.4. You agree that you will not use the Service Assets with any software or other materials that are subject to licenses or restrictions (e.g., certain open source software licenses) that, when combined with the Service Assets, would require Unity or any other party to disclose, license, distribute or otherwise make all or any part of such Service Assets available to anyone.
5.5. You agree that you have not and will not provide inaccurate, misleading, or false information to Unity. If information provided to Unity subsequently becomes inaccurate, misleading, or false, either through later discovery, changed circumstances, or otherwise, you will promptly notify Unity of such change. You agree that immediately upon demand by Unity you will reimburse Unity for all losses associated with any inaccurate, misleading, or false information you provided to Unity, as determined by Unity in its sole discretion. You further agree that in connection with the above, Unity will have the right to retain any funds otherwise payable to you under any Offering or other agreement between you and Unity to offset the foregoing losses.
5.6. You will not and will not authorize or otherwise permit any third party to: (i) engage in illegal or fraudulent conduct by use of any of the Offerings or Service Assets; (ii) access or use any part of the Offerings or Service Assets for any purpose except for access or use of corresponding Offerings and Service Assets for corresponding Applications in accordance with these Terms; (iii) market, sell, lease, rent, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any part of the Offerings or Service Assets; (iv) copy, modify, duplicate, decompile, reverse engineer, disassemble or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Offerings or any of the Service Assets, except where expressly permitted under law; (v) access all or any part of the Offerings or Service Assets in order to create or attempt to create a product or service that is a substitute or similar service to the Offerings, Service Assets, or any other Unity products or services, or which otherwise competes with the Offerings, Service Assets, or any other Unity products or services; (vi) use any of the Offerings or Service Assets for time sharing or service bureau purposes, or otherwise for the benefit of any third party; (vii) use any automated tool (e.g., robots, spiders, tools used to automate creation of accounts in bulk) to access or use any part of the Offerings or Service Assets; (viii) attempt to breach or circumvent or disable any technical, timing, usage or security features of Unity or a third party with respect to the Offerings or Service Assets; (ix) use the Offerings or Service Assets in a manner that overburdens, or that threatens their integrity, performance or availability (including the Service APIs); (x) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any of the Offerings or Service Assets; (xi) access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any of the Offerings, Service Assets or any of your Applications, or fail to use reasonable commercial efforts to maintain an up to date virus-scanning program; (xii) access, store, distribute, introduce, or transmit any material during the course of its use of the Offerings or Service Assets which is false, deceptive, misleading, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property (xiii) transmit or store any Sensitive Data in connection with the Offerings; (xiv) take any other actions (including, but not limited to, the use of any third party software or services) that interfere with, disrupt, burden, or interact in an unauthorized manner with any part of the Offerings or Services Assets (including any related devices, computer systems, servers or networks) or (xv) make or publish any representations or warranties on behalf of Unity concerning the Offerings or Service Assets without Unity’s prior written approval.
6. Data.
6.1. Unless these Terms explicitly state otherwise, you agree that the Data Processing Addendum applies in addition to these terms for each Service, in accordance with the designations set forth therein.
6.2. Insights Data. You may use the Services APIs that Unity makes available to you to retrieve Insights Data solely as provided for in the Documentation. You may use Insights Data for your own business purposes, but you may not transfer Insights Data (including, anonymous, aggregated or derived data) to any third party (including, but not limited to, any ad network, data broker, investment firm, or advertising or monetization related service) or expose Insights Data to the general public.
6.3. Services Data.
6.3.1. With respect to the Services Data related to your use of each Offering identified as a “Controller Service,” you agree that Unity is a controller and owner of the Services Data for purposes of applicable law and has the right to collect, store, use, process and transfer Services Data: (i) to provide, operate and improve the Offerings and other products and services provided by Unity, or develop new Offerings; (ii) for other uses set forth in the Unity Privacy Policy; or ironSource Privacy Policy, as applicable; and (iii) as may be required by law or legal process.
6.3.2. With respect to the Services Data resulting from your use of any of the Offerings, including the Services identified as “Processor Services,” you agree that Unity may use individual player data in accordance with applicable law, including applicable data protection law, and the Unity Privacy Policy, or ironSource Privacy Policy, as applicable. From time to time, Unity may, notwithstanding any other provision of these Terms, use aggregated or de-identified End User data for research and marketing purposes (in accordance with applicable law) and the development of new or existing products, database functionality, and services. You agree that Unity has the right to process, in an aggregate or de-identified manner and subject to the terms of the Unity Privacy Policy, or ironSource Privacy Policy, as applicable, information collected in your use of the Offerings, including, without limitation, data collected via the Offerings on the characteristics and activities of end users on your applications.
6.5. Data-specific provisions that are relevant to each Offering are set out in the Additional Terms below.
6.6. You represent and warrant that with respect to any data collected by Unity, provided by you to Unity, or to which you grant Unity access under or in connection with these Terms that constitutes “personal data” or “personal information” as defined under applicable privacy and data protection laws, you agree to provide sufficiently clear, meaningful and prominent notices to, make all required disclosures to, and obtain the necessary consent or permission from any individual to whom such data relates regarding the collection, disclosure, use and security of such data. In addition, you will at all times maintain, display and abide by a conspicuously placed privacy policy that makes appropriate disclosures to End-Users, including disclosures that (i) comply with all applicable privacy and data protection laws and regulations and/or any applicable requirements, terms, or guidelines required by your platform providers; (ii) explain that Services Data can be processed as contemplated by these Terms and as set out in the Unity Privacy Policy, or ironSource Privacy Policy, as applicable; (iii) provide notice of your use of a tracking pixel, agent or any other visitor identification technology that collects, uses, shares and stores data about end users of your Application, which privacy policy shall also include a link to the Unity Privacy Policy, or ironSource Privacy Policy, as applicable; and (iv) if applicable, explains how End-Users can opt out of the Offerings.
6.7. You agree you will notify Unity prior to any use of the Offerings in connection with: (a) any Application that is directed or enticing to children under child data laws, including but not limited to COPPA, or has been determined by the Children’s Advertising Review Unit (“CARU“) as an application directed at children and if an application has been included in a National Advertising Division (“NAD”) or CARU report, and/or (b) any children as defined under child data laws in connection with a “mixed audience” application under child data laws, including but not limited to COPPA. The foregoing notification must be made by appropriately designating such Applications and/or End Users (as applicable), including via the administration portions of the Unity Dashboard, Unity Software, and/or the Service Assets, and otherwise in accordance with the Documentation. You represent and warrant that, in connection with (i) any application that is directed or enticing to children or is labeled or described as a “Kids” or “Children’s” application, or (ii) any user who represents to you, such as through an age-gating mechanism, that he or she is a child under applicable child data laws, you will not transmit to Unity any “Personal Information” as that term is defined in COPPA unless you have received COPPA-compliant verifiable parental consent for the collection of such information or Unity has a COPPA-compliant solution available for the use of such information,or Unity’s use of the information is for internal operations excepted from the COPPA consent requirement. You agree to indemnify and hold Unity harmless for any violation or alleged violations of child data laws with respect to (a) Applications that you do not correctly or initially designated as directed to or enticing children, and (b) End Users you do not correctly or initially designate as children, all as required by this section.
7. Ownership; Feedback; Promotion
7.1. As between you and Unity, you own all rights, title and interest (including all intellectual property and proprietary rights) in and to your Applications (excluding any Unity Software or Offerings, Service Assets, or derivative works of each embedded therein). As between you and Unity, Unity owns all right, title and interest (including all intellectual property and proprietary rights) in and to the Unity Software, Offerings and Service Assets, as well as all products, concepts, materials, techniques, methods and know-how used or provided by Unity in the provision of the Unity Software, Offerings, or Service Assets or included in or with the Unity Software, Offerings, or Service Assets. Unless otherwise provided herein, you shall not have or obtain any rights in the Unity Software, Offerings, Services Assets, or any products, concepts, materials, techniques, methods and know-how used or provided by Unity in the provision of the Unity Software, Offerings, or Service Assets or included in or with the Unity Software, Offerings, or Service Assets without prior approval in writing from Unity. Unity may market, distribute, make derivative works from, and sell similar work to other customers without further notice to or consent from you. Nothing in these Terms shall restrict or prohibit Unity’s right to use concepts, techniques, and know-how used or developed in the course of performing the Offerings or offering Unity Software or Service Assets.
7.2. You have no obligation to provide Unity with ideas for improvement, suggestions or other feedback (collectively, “Feedback”). If, however, you provide any Feedback, you hereby grant to Unity a right and license to make, use, offer to sell, reproduce, modify, distribute, sublicense, make available, publicly display and perform, disclose and otherwise exploit the Feedback without restriction or obligation. The foregoing right is non-exclusive, transferable (in accordance with these Terms), irrevocable, worldwide, royalty-free and fully paid-up.
7.3. You grant to Unity a royalty-free, fully paid-up, sublicensable, nonexclusive, worldwide license to reproduce, display, distribute and otherwise use your content, logos, name, and any trade names, as well as the trademarks, service marks, logos, brand features and content from or associated with any of your Applications or your use of our Offerings in advertising, sales, marketing, promotional materials or communications related to the Offerings , Unity or any of its Affiliates, and you agree Unity may disclose generally the nature of any work being performed hereunder or under any Offering Identification (provided that such inclusion does not disclose your Confidential Information) for the purpose of advertising or publicizing the Offerings or Service Assets. You will not use Unity’s trade name, trademarks, logos, or Ads without Unity’s prior written approval. Upon request, you will provide Unity with at least one quote from one of your authorized representatives for use in connection with the foregoing uses.
8. Reservation of Rights.
You agree that other than as expressly provided in these Terms, Unity grants you no right, title or interest in or to the Offerings or any of the Service Assets. Unity reserves the right, in its discretion, to suspend, reject or terminate your access to and use of any of the Offerings or Service Assets and to suspend, deprecate, terminate or modify any of the Offerings or components thereof, Service Assets, or these Terms, all at any time, with or without notice, and with no liability to Unity. Unity will provide notice of material modifications by posting notice of the modified Terms to one or more websites owned or operated by Unity, including https://unity.com/legal, on the Unity Dashboard, or by other means of notifying you (including e-mail). Modifications will not apply retroactively. You agree that these Terms incorporate by reference the Policies and Documentation, all of which may be modified from time to time without notice.
9. Confidentiality.
9.1. For the purposes of this Section, “Confidential Information” includes any and all information that is disclosed by a party (“Disclosing Party”) to the receiving party (“Receiving Party”) that is marked or verbally designated as “confidential” or the like or that given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential. Confidential Information shall not include information which: (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party without restriction on use and disclosure, before receipt from the Disclosing Party; (c) becomes rightfully known to the Receiving Party without confidential or proprietary restriction from a source other than the Disclosing Party that does not owe a duty of confidentiality to the Disclosing Party with respect to such Confidential Information; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
9.2. The Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, other than to the Receiving Party’s employees, agents and consultants who need to know such information to carry out the purposes contemplated by these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.
9.3. The Receiving Party agrees to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as the Receiving Party uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).
9.4. The Receiving Party may use or disclose Confidential Information to the extent (i) approved by the Disclosing Party in writing or (ii) the Receiving Party is legally compelled to disclose such Confidential Information provided, however, that, unless otherwise prohibited by law, prior to any such compelled disclosure, the Receiving Party shall give the Disclosing Party reasonable advance notice of any such disclosure and shall cooperate with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
9.5. At any time at the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all materials (in written, electronic or other form) containing the Disclosing Party’s Confidential Information, including any copies and extracts thereof, and so certify in writing to the Disclosing Party. It is not a breach of the foregoing obligation to the extent the Disclosing Party’s Confidential Information is contained in an electronic file created pursuant to the Receiving Party’s routine backup or archiving procedures if such file is not capable of easy deletion and is not generally accessible beyond the need for disaster recovery or similar operations, provided however that such retained Confidential Information shall remain subject to the Terms until deleted by the Receiving Party in accordance with its internal procedures.
10. Term and Termination.
10.1. Term. These Terms will begin upon your acceptance of these Terms. If accessing the Offerings pursuant to an Offering Identification that specifies an Initial Period, and unless otherwise set forth in such Offering Identification (including, under a ‘Minimum Term’ or similar provisions), these Terms shall continue for the Initial Period unless terminated earlier in accordance with these Terms, and thereafter automatically renew for successive Renewal Periods until either party notifies the other in writing at least ninety (90) days before the end of the Initial Period or applicable Renewal Period, or, if the Initial Period is one month, thirty (30) days before the end of the Initial Period or applicable Renewal Period. If you are not accessing the Offerings pursuant to a Offering Identification, or if such Offering Identification does not specify an Initial Period or other equivalent term commitment, these Terms shall continue until terminated by either party in accordance with these Terms, unless otherwise specified herein.
10.2. Termination.
10.2.1. Termination for Cause. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect upon giving written notice to the other party if: (i) the other party commits a material breach of these Terms which breach is irremediable or, in the event of a remediable breach, the other party has failed to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or (ii) the other party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors.
10.2.2. Effect of Termination. Upon termination of these Terms for any reason: (i) you shall pay to Unity all outstanding unpaid invoices, interest, and costs of collection and, with respect to the Services supplied but for which no invoice has been submitted, Unity may submit an invoice for Services actually provided, which shall be payable immediately on receipt (to be clear, this shall apply even if under the other payment provisions of these Terms, Unity would not at that stage otherwise be entitled to submit an invoice for the Services performed); and (ii) Unity will be entitled to deduct any outstanding charges from your billing account.
11. Representations and Warranties.
You hereby represent and warrant that: (i) you are the owner or legally authorized to act on behalf of the owner of each of your Applications; (ii) you have and will maintain all necessary rights, power, licenses and authority to perform the acts required of you and to permit Unity to perform its obligations, and exercise any rights or licenses you grant, under these Terms; (iii) each of your Applications is in compliance with these Terms, including, as applicable, the Policies and/or Documentation, and any requirements imposed by your platform or operating system; (iv) you own or have all necessary rights to your Applications and any information, data or items you provide to Unity for the purposes of these Terms, and the foregoing do not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity, nor could they reasonably be determined to tarnish the goodwill of Unity; (v) you, your Applications, and your activities in connection with the Offerings will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations; (vi) you will provide any and all applicable notices, obtain and comply with any and all applicable consents, authorizations and clearances from End-Users to allow Unity to collect, use, store, process and transfer Services Data as contemplated in these Terms; and (vii) you are not located in a country embargoed by the United States and you are not on the U.S. Treasury Department's list of Specially Designated Nationals.
12. Indemnification.
12.1. You will indemnify, defend and hold harmless Unity and its Affiliates and each of the foregoing’s respective officers, directors, employees, agents and contractors (each an “Indemnified Party”) on demand from and against any third party claims, suits, actions or allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including reasonable attorneys’ fees and expenses) (collectively “Losses”) arising out of or related to any actual or alleged: (i) breach by you of any part of these Terms (ii) claims that any of your Applications or any content (e.g., Ads), information, data or items you provide to Unity for the purposes of these Terms infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy rights, rights of publicity or other rights; (iii) use by Unity of any content or technology that you require Unity to use; (iv) any negligent act or willful misconduct by your or any party acting on your behalf; (v) violation or failure by you or your third-party business partners to comply with any laws or regulations in connection with your Applications, use of the Offerings or otherwise; (vi) any data breach or other unauthorized access to or disclosure of any Services Data you access or retrieve; and (viii) violations or alleged violation of child data laws, including but not limited to COPPA, with respect to Applications that you do not initially designate as directed or enticing to children, or with respect to Applications that are incompatible with child data laws as specified by these Terms.
12.2. You reserve the right, at your expense, to provide Unity with prompt written notice of your intention to assume the exclusive defense and control of any matter for which you are required to indemnify any Indemnified Party (absent which Unity or the Indemnified Party, as determined by Unity, will control such defense at your cost), and Unity agrees to reasonably cooperate with your defense of such matters at your expense. You may not enter into any settlement or admit liability for which indemnity is sought unless Unity gives its prior written approval of the settlement or admission.
13. Governing Law; Jurisdiction; Dispute Resolution.
13.1 These Terms and relationship between the parties 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.
13.2. Except as set forth below, any dispute arising out of or in connection with these Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.
13.3. The parties agree that all disputes must be arbitrated in the City and County of San Francisco, California, United States of America before the American Arbitration Association (“AAA”) and under the AAA’s Commercial Arbitration Rules. The arbitration shall be conducted by one (1) arbitrator in English. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND UNITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
13.4. Notwithstanding the parties' ability to resolve all disputes through arbitration, Unity 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.
14. Disclaimers.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNITY AND ITS AFFILIATES, EACH DISCLAIM ANY AND ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE OFFERINGS AND THE SERVICES ASSETS, INCLUDING BETA SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OFFERINGS, SERVICES ASSETS, AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE OFFERINGS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. UNITY AND ITS AFFILIATES DO NOT MAKE, AND HAVE NOT MADE, ANY REPRESENTATION OR WARRANTIES THAT ANY PART OF THE OFFERINGS OR SERVICES ASSETS ARE ACCURATE, COMPLETE, RELIABLE OR CURRENT OR THAT THE OPERATION OF ANY PART OF THE OFFERINGS OR SERVICES ASSETS WILL PERFORM UNINTERRUPTED OR ERROR FREE OR AT ALL. UNITY AND ITS AFFILIATE DO NOT WARRANT OR GUARANTEE THE UPTIME OF OFFERINGS OR RESULTS OF USE OF THE OFFERINGS OR SERVICES ASSETS AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT YOU WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), THAT UNITY AND/OR ITS AFFILIATES WILL OPTIMIZE ANY KEY PERFORMANCE INDICATOR, OR ANY OTHER PARTICULAR BENEFITS WILL BE OBTAINED THROUGH THE USE OF THE OFFERINGS OR SERVICES ASSETS. FOR THE AVOIDANCE OF DOUBT, UNITY AND ITS AFFILIATES EACH DISCLAIM ANY AND ALL LIABILITY ASSOCIATED WITH UNITY’S OR ITS AFFILIATES’ INABILITY TO PERFORM TRANSACTIONS OR OTHERWISE PROVIDE THE OFFERINGS DURING ANY SERVER, SYSTEM, SITE, OR SERVICE OUTAGE (INCLUDING AS A RESULT OF ANY DENIAL OF SERVICE OR OTHER CYBER-ATTACK), AND YOU ACKNOWLEDGE AND AGREE THAT NO SUCH OUTAGE WILL EXCUSE OR SERVE AS A BASIS FOR REDUCTION OF ANY FEES OR PAYMENTS DUE FROM YOU TO UNITY HEREUNDER. THE PROVISIONS OF THIS DISCLAIMER SECTION SHALL APPLY TO ANY EVALUATION VERSIONS UNITY AND/OR ITS AFFILIATES MAY OFFER FROM TIME TO TIME.
15. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL UNITY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, THE “UNITY PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE OFFERINGS OR SERVICES ASSETS, EVEN IF UNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE UNITY PARTIES’ AGGREGATE LIABILITY IN RESPECT OF ALL LOSSES ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE OFFERINGS OR SERVICES ASSETS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).
16. Notices.
Notices to you will be sent by email to the address you provide Unity. Notices to Unity will be sent by email; provided, however, that any notice to Unity concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) will be made in writing and delivered by hand delivery, internationally recognized overnight courier service, or by prepaid, certified U.S. mail return receipt requested to: Unity Technologies, 30 3rd Street, San Francisco, CA 94103, USA, Attn: Legal Department, with email copy to grow_legal@unity3d.com. Notices will be effective upon receipt; provided, however, that (i) notices sent by email will be effective as of the email date absent receipt by the sender of a bounce back or error message, and (ii) Legal Notices to Unity will be effective only if made and delivered in the manner expressly set forth above.
17. Entire Agreement; Survival
These Terms and any applicable Offering Identification set forth the entire agreement between you and Unity relating in any way to the Offerings and Services Assets and supersede any and all prior terms and agreements (whether written or oral) with respect to that subject matter. In the event of a conflict between these Terms and any Offering Identification, the terms and conditions of these Terms will prevail unless explicitly stated otherwise in such Offering Identification. Sections 2, 3, 7, 8, 9, 10.2.2, and 12 – 20 and those that by their terms apply after these Terms end will survive any termination, expiration, or cancellation of these Terms (including your use of the Offerings and Service Assets).
18. Force Majeure.
Neither party shall be responsible for failure to perform any obligations hereunder (other than the obligation to pay amounts due) due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents performance.
19. Miscellaneous.
The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Unity and you are independent contractors, and neither Unity nor you is an agent, representative or partner of the other. You agree that any of your claims arising from or related to these Terms must be filed within six (6) months after the claim arose; otherwise, your claim will be permanently barred where permitted by applicable law. The waiver of any breach or default of these Terms by Unity will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of Unity. If any provision of these Terms is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions will remain in full force and effect. The use of headings herein is for convenience only and is not intended as nor will it be used as an aid to interpretation. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Unity’s prior written consent, and any attempt to do so in breach of the foregoing will be null and void. You agree Unity has the right to assign these Terms and delegate its obligations under these Terms at any time and without notice.
20. Definitions.
20.1. “Ad Service for Publishers” means the advertising networks and/or ad delivery platforms provided by Unity for publishers of Applications, including the applicable Service Assets made available in connection with such services.
20.2. “Ad(s)” means any advertisement or creative (including, AR, market research survey offers, or playable advertisement) provided, presented or delivered through the Ad Service for Publishers or the Advertiser Service, including the content (e.g., text, graphics, audio and video), format, URLs, pixels, tags, logos, trademarks, brand features, and information included in such advertisement or creative.
20.3. “Advertiser Service” means the services Unity provides to advertisers that allows advertisers to order campaigns for advertisements within Applications, including the applicable Service Assets made available in connection with such services.
20.4 “Ad-Quality Platform” means a platform that allows you to analyze and gain insights and transparency on advertisements available on your Application.
20.5. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with a party.
20.6. “Agency” means “you” if you are the advertising agency working on behalf of an advertiser.
20.7. “Applications” means your applications (including the content contained therein), projects, media, software, or virtual-reality or augmented-reality content supported by the Offerings that you develop, own, operate or control for purposes of these Terms and that utilize or are delivered utilizing the Offerings.
20.8. “COPPA” means the Children’s Online Privacy Protection Act and related regulations.
20.9. “Cross Promo(s)” means promotion within an Application for one or more other Applications.
20.10. “Cross Promo Content” means content you supply for use in Cross Promos.
20.11. “Cross Promo Service” means the service provided by Unity that facilitates the management and delivery of Cross Promos.
20.12. "Data Processing Addendum” means the Unity Data Processing Addendum or the ironSource Data Protection Addendum or the Tapjoy Data Protection Addendum, as applicable (or a different URL Unity may provide from time to time), which may be modified from time to time without notice.
20.13. “Demand Partners” means any third-party demand source engaged in the buying or selling of advertising, but excluding demand arising from Mediated Campaigns.
20.14. “Device Identifiers” means identifiers used to identify a specific device.
20.15. “Documentation” means the instructions, requirements, guidelines and other documentation for the Offerings and Service Assets made available via the Unity Dashboard, portal, online, or as otherwise communicated by Unity from time to time (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time), which Documentation may include integration, configuration, technical and other guidelines and requirements. Documentation may vary by platform and integration method.
20.16. “End-User” means an end user who views, uses or otherwise engages with an Application.
20.17. “Evaluation Versions” means Offerings (or features of an Offering) labeled or offered as “not for resale,” “evaluation,” “beta,” “experimental,” “alpha,” “pre-release,” “preview package,” “in-development” or any other similar designation.
20.18. “Initial Period” means the period stated as the “initial period,” “initial term,” “service term” or similar designation in the Offering Identification or online sign up flow referencing these Terms. For the avoidance of doubt, if a Offering Identification states that an Initial Period is “monthly,” such Initial Period shall be deemed to be one month, and if a Offering Identification states that an Initial Period is “annual,” such Initial Period shall be deemed to be twelve (12) months.
20.19. “Insights Data” means information and data collected or derived from your use of the Offerings that is displayed for your Applications via the Unity Dashboard or retrieved through Services APIs in accordance with the Documentation.
20.20. “Inventory” means, in connection with the Ad Service for Publishers, inventory made available for Ads in your Applications.
20.21. “Mediated Campaigns” means advertising campaigns that are delivered through Third Party Ad Networks in connection with your use of the Monetization Products.
20.22. “Monetization Products” means the monetization platform and services which allow you to manage, serve and optimize advertisement campaigns in your Applications (including by communicating with supported Third Party Ad Networks), including Unity Mediation and Unity LevelPlay.
20.23. “Monetization Service(s)” means, collectively, the Ad Service for Publishers, Monetization Products, and the the Cross-Promo Service.
20.24. “Net Revenue” means, in connection with the Ad Service for Publishers, amounts due and owing to Unity from Demand Partners attributable to Ads in your Applications, less any of the following (“Deductions”): (i) any commissions, incentives, or fees due to, or revenue share to third parties related to the Ads; (ii) refunds to Demand Partners; (iii) payment processing, administrative surcharges, network fees and expenses, transaction or similar fees; (iv) adjustments, chargebacks and bad debt; and (v) taxes (other than taxes payable on Unity net income).
20.25. “Network Properties” means an Application or website in which Ads may be delivered through Unity’s advertising network in connection with the Advertiser Service.
20.26. “Offering Identification” means one or more designations by Unity that reference these Terms and identify the Offerings to be provided. The Offering Identification may be (i) provided as an order form, service confirmation, insertion order, an online sign-up, subscription, product page, or billing flow, an addendum, a statement of work, or a similar document or communication; or (ii) located in the Service SDKs.
20.27. “Offerings” (formerly known as “Operate Services” or “Services”) means, collectively, the Monetization Services, Ad-Quality Platform, Programmatic Platform, and any analytics, insights and other ancillary services and features provided to you, and the Advertiser Service. Any reference to “Operate Services” or “Services” in an Offering Identification will be deemed to refer to “Offerings.”
20.28. “Policies” means the “Unity Privacy Policy”, or ironSource Privacy Policy, as applicable, and all the policies and guidelines set forth in the "Advertising Policy Center" (or a different URL Unity may provide from time to time), which may be modified from time to time without notice.
20.29. “Renewal Period” means the period specified as such in the Offering Identification (if any) or as extended in writing by Unity, or, if no such period is specified, a duration equal to that of the Initial Period.
20.30. “Rewarded Offers” means an Ad where an End-User is rewarded with virtual currency or other in-app benefits in exchange for the End-User’s engagement with an Ad in accordance with the Rewarded Inventory Policy.
20.31. “Sensitive Data” as used in these Terms means information in any of the following categories: (i) passwords or authentication/authorization credentials of any kind, (ii) financial account information of any kind (including, credit card numbers), (iii) passport, driver's license, social security or any other government issued identification numbers, (iv) health data (v) personally identifiable information knowingly collected from children as defined by child data laws, and (vi) any information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA and special data security laws).
20.32. “Service APIs” means the APIs made available by Unity to you for use in connection with the corresponding Offerings.
20.33. “Service Assets” means the Documentation, the Service APIs, the Service SDKs and the Unity Dashboard.
20.34. “Service SDKs” means the software development kits, libraries, source code, sample code, plug-ins and extensions made available by Unity to you for purposes of implementing corresponding Services in your Applications.
20.35. “Services Data” means any information or data that Unity collects or derives in connection with the Offerings or otherwise through the Services Assets or the Unity Software.
20.36. “Third Party Ad Network(s)” means third party advertising networks.
20.37. “Unity Dashboard” means the webpages, subpages, content and information related to the Offerings accessible online including the related online dashboards and administration tools, and the APIs and functionality made available to enable features and Services.
20.38. “Unity Software” means the Unity-branded (for the avoidance of doubt, including brands of subsidiaries or Affliates of Unity) engine, services, website, and related software and technology, including but not limited to Unity Gaming Services, but specifically excluding the Monetization Services and Advertiser Services.
The Additional Terms.
The following terms apply to the specific Offerings that you use (the “Additional Terms”):
II. Monetization Services
1. Ad Service for Publishers. You grant to Unity a worldwide, non-exclusive, sublicenseable, royalty-free and fully paid-up license to: (i) sell, have sold, fill and have filled Inventory in your Applications for which the Ad Service for Publishers is enabled; (ii) promote, market and report such Inventory to actual and prospective Demand Partners and other third parties (including, without limitation, by disclosing the names and identifiers for your Applications, such as bundle_ids or listing you on Unity’s published sellers.json file); and (iii) facilitate the reproduction, performance and display of Ads in your Applications for which the Ad Service for Publishers is enabled. You agree that Unity has sole authority to: (a) identify, select and manage relationships with Demand Partners; and (b) determine the prices, price floors (standard and/or dynamic), or price reserves, as well as terms under which Inventory is sold. You agree that the Ads are provided by third parties and Unity is not responsible for the Ads (including for the accuracy or legality thereof) or any associated website, application, content, information, product or service.
2. Monetization Products.
2.1. License. You grant to Unity a worldwide, non-exclusive, sublicenseable, royalty-free and fully paid-up license to (i) configure and adjust settings you implement through the Monetization Products dashboards for the purpose of configuring your Inventory and/or mediating the Ad Service for Publishers and/or Third Party Ad Networks; (ii) collect data from your use of the Monetization Products and/or Ad Service for Publishers to provide analytics, reporting and data analysis, and such other uses outlined herein; and (iii) share data (to the extent authorized by you via the Monetization Products) to your third party mobile measurement partners for impression-level reporting. If you are using Unity LevelPlay, the applicable Open Source License Terms (including, without limitation, any copyrights held by copyright holders indicated in the corresponding source files) are available at https://developers.ironsrc.com/ironsource-mobile/general/open-source-tc/. You agree that certain features of the Monetization Products may incorporate certain Unity Gaming Services, and your use thereof will be subject to applicable terms for such Unity Gaming Services available at: https://unity.com/legal (or a different URL Unity may provide from time to time) . You further agree that you will maintain a direct contractual relationship with each Third Party Ad Network, and that you will be directly and primarily liable to Unity for your and each of your Third Party Ad Network’s compliance with all applicable laws and regulations and End-Users’ rights and choices. You acknowledge that (i) Unity does not monitor security, privacy practices, and/or content delivered by Third Party Ad Networks; (ii) with respect to the Mediated Campaigns, Unity does not have a direct contractual relationship with any Third Party Ad Network in connection with your use thereof, and that; (iii) Unity does not deliver the Mediated Campaigns. Accordingly, you agree that Unity shall have no responsibility or liability whatsoever with respect to any relationship between you and such Third Party Ad Networks, including but not limited to, any communications, data transfers and/or any other aspect of the Mediated Campaigns (e.g., payment for impressions served in your Applications, creative moderation, technical or security issues, etc.). Further, you agree that Unity shall have no liability or responsibility for (i) obtaining any required End-User consents, opt-outs or other privacy and/or choice signals (COPPA, LAT, ATT status, etc.) in connection with mediation of the Ad Service for Publishers or otherwise the Third Party Ad Networks in connection with the Mediated Campaigns, (ii) the accuracy of End-User’s privacy and/or choice signals communicated by you through the Monetization Products to the Ads Service for Publisher or any Third Party Ad Network, and/or (iii) compliance of the Mediated Campaigns and/or the Third Party Ad Networks with such privacy and/or choice signals and/or any applicable laws and regulations. Further, where the Monetization Products cannot pass and/or the Ad Service for Publishers or Third Party Ad Networks cannot ingest any applicable compliance signal, you acknowledge and agree that you will be solely responsible and liable for complying with such compliance signals and, where applicable, independently communicating such compliance and/or choice signals to the Ad Service for Publishers or such Third Party Ad Networks in accordance with those services’ relevant documentation.
2.2. Monetization Reporting. Unity may allow you to view on the Unity Dashboard your revenue, request, impression, and click data for the Ad Service for Publishers and/or Third Party Ad Networks that you have integrated into your Applications (“Monetization Reporting”). In connection with Monetization Reporting, you grant to Unity a worldwide, non-exclusive, sublicenseable, royalty-free and fully paid-up license to access, collect and use such data relating to Mediated Campaigns. In order to enable Monetization Reporting for a Third Party Ad Network, you must have a valid account with the Third Party Ad Network and provide the credentials (as an authorized user) for such account(s) to Unity so that Unity may access, collect and use data from the account. You represent and warrant that (i) you are an authorized user of the Third Party Ad Network account, (ii) you have all necessary rights to authorize Unity to access and use such account to provide Monetization Reporting, and (iii) access, collection and use of the data from such account does not and will not violate any third party agreements or policies (including with Third Party Ad Networks). You may only use Monetization Reporting for your internal business purposes, including for purposes of advertising optimization, ad inventory allocation and other related purposes, in connection with your Applications supported by the Monetization Products. You acknowledge that Monetization Reporting data is provided in part by the Third Party Ad Networks and Unity shall not be responsible for the accuracy of the data, discrepancies in reporting, or for the performance or results of such Third Party Ad Networks.
3. Cross Promo Service. You grant to Unity a worldwide, non-exclusive, sublicenseable, royalty-free and fully paid-up license to reproduce, perform and display, and facilitate the reproduction, performance and display of Cross Promos and corresponding Cross Promo Content in your Applications in accordance with the configurations and placements you have implemented through the Cross Promo Service. You agree to provide Unity with your Cross Promo Content in accordance with the Documentation. As between you and Unity, you own all right, title and interest (including all intellectual property and proprietary rights) in and to your Cross Promo Content.
4. Ad-Quality Platform. A platform that allows You to analyze and gain insights and transparency on advertisements available on your Applications. The Platform utilizes data from the Application as well as third party services used or integrated by the Application, to allow you to view and analyze this data to better monitor ads placed on your Application. If your application does not use Unity LevelPlay, you may be subject to additional fees for the use of these services.
5. Bidding Platform. Unity may offer auction based monetization management features, in order to provide optimization across Third Party Ad Suppliers and programmatic buyers (the “Bidding Platform”). You acknowledge that Unity reserves the right to determine the mechanics of the auction and participation and provides no warranties with respect to the availability or operations of such platform.
6. Use of the Monetization Service.
6.1. You agree to display all Ads delivered to your Applications in response to requests made to the Ad Service for Publishers (whether directly or through mediation). You will not attempt to circumvent any frequency caps or like limitations placed on any Ads. You will comply with the Rewarded Inventory Policy in connection with all Rewarded Offers.
6.2. You may not modify, edit, alter, obscure or truncate the content, text, appearance or order of any Ads or Cross Promos delivered via the Monetization Services or violate the Placement Policy.
6.3. You are solely responsible for accurately categorizing the content within each of your Applications and via the Unity Dashboard, utilizing any content, age or other filtering functionality for Ads that may be made available via the Unity Dashboard. Unity does not guarantee that Ad content will be accurately filtered according to your settings.
6.4. You may enable the Ad Service for Publishers on behalf of a third-party as a mediation provider; provided you agree that you are fully responsible and liable for (i) that third-party’s compliance with the Terms, and (ii) all payments owed to any such third-party in connection with Ads served in its Applications.
6.5. You will not, nor will you authorize or encourage any third party to: (i) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any Ads; or (ii) violate the Invalid Activity Policy. You agree that if Unity determines that the Invalid Activity Policy has been violated, Unity may deduct any amounts to compensate for the violation, as determined by Unity in its sole discretion, from amounts otherwise payable to you, and you will reimburse Unity for all losses associated with any Invalid Activity Policy violations, as determined by in Unity in its sole discretion, immediately upon demand by Unity.
6.6. You agree to list Unity and its authorized resellers (as Unity may communicate to you from time to time) in your published app-ads.txt file.
You represent and warrant that you (i) own or have all necessary rights to your Cross Promo Content; and (ii) will obtain and comply with any and all applicable consents, authorizations and clearances from End-Users collected by Third Party Ad Networks to perform any personal data processing in connection with your Mediated Campaigns.
III. Advertiser Service
1. Service Account. You agree to provide accurate, current and complete information in connection with registering for the Advertiser Service, your Service Accounts, and your use of any Unity Dashboard or your use of any other interface related to the Advertiser Service; and to promptly update any such information to keep it accurate, current and complete at all times.
2. Campaigns; Ads.
2.1. You may use a Unity Dashboard and/or, if applicable, execute an Offering Identification to specify relevant information for the services and/or campaigns you want to order (e.g., budgets, attribution window, scheduling, territories, bids prices and targeting parameters) (“Campaign Information”) and to supply necessary Ad creatives (e.g., videos, end cards, playable, or other creative assets (e.g., art, text, screenshots)). In the event you use an Attribution Partner for mobile advertising measurement, Unity will use the attribution window as provided by your Attribution Partner; provided that you agree to notify Unity of any changes to your attribution window prior to such change. Unity will use commercially reasonable efforts to comply with the Campaign Information and endeavor to deliver inventory for submitted campaign order(s), subject to inventory availability, your compliance with Documentation, and payment in full of all sums payable to Unity pursuant to Section 2 of the General Terms. Unity may (i) determine the size, placement and positioning of your Ads and the Network Properties in which your Ads are delivered; (ii) crop or resize Ads; (iii) modify Ad components (e.g., calls-to-action, end cards, text placement) in order to optimize your campaign towards your targets or otherwise to improve campaign performance; and (iv) use creative content or copy provided or made publically available by you to create Ads on your behalf and insert such Ads into your campaigns. Unity may utilize APK files and any creatives made available by you directly and/or on the app stores. You agree that actual budgets, scheduling, bid prices, cost-per-install or other delivery targets or performance metrics, are not guaranteed and you may be charged for inventory delivered in excess of your budgets. You acknowledge that industry, platform, or regulatory changes (including changes implemented by your Attribution Partners) may also result in Unity being unable to invoice you based on or otherwise comply with your previously selected Campaign Information, and you agree that in such circumstances Unity may, in its reasonable discretion, change its invoicing or campaign service methodology (e.g., switching from CPI to CPM billing) in order to continue serving your campaign. You may modify your campaign information from time to time or cancel any campaign through the Unity Dashboard or, if applicable, contact your account manager, provided you acknowledge that it may take up to two (2) business days for any such modification or cancellation to be effective.
2.2. You are responsible for (i) all Ads and other content you provide or make available in connection with the Advertiser Service, (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all applications, content and properties to which your Ads direct or redirect any user ("Advertiser Properties"), (iv) all services and products advertised in any Ads or on any Advertiser Properties ("Advertised Goods"), and (v) all campaign costs that occurs beyond the promotion parameters in the applicable Documentation.
2.3. Unity may offer promotions to you subject to any terms set out in any applicable Documentation or Offering Identification. Unity reserves the right to cancel, terminate, suspend, or modify the promotion or amend the rules at any time, without prior notice, and for any reason or no reason at all.
3. Use of the Advertiser Service.
3.1. You agree to provide accurate, current and complete versions of your Ads via the Unity Dashboard or other mechanisms Unity requires.
3.2. Unity may reject or remove any Ad or suspend or terminate any of your campaigns at any time, for any reason or no reason at all. You acknowledge that Unity does not guarantee that impressions will be displayed on any particular Network Property or appear in any particular position or rank.
3.3. Certain parts of the Advertiser Service may require acceptance of third party terms to provide certain products or services to you. You are responsible for reviewing any applicable terms before participating in any part of the Advertiser Service to which such terms apply. You agree that Unity may accept such third-party terms and conditions on your behalf where necessary for Unity to perform the Advertiser Service requested by you. Links to or copies of any such terms will be provided upon request. You hereby authorize Unity to accept such terms on your behalf in order to carry out the Advertiser Service and agree that you will be solely responsible and liable for such additional terms. In particular, our advertising Offerings, includes the following:
Unity Aura, a proprietary platform for mobile device manufacturers and carriers that promotes content and apps to users through multiple channels, which may include out-of-the-box experience, app store, dynamic preload and ongoing smart notifications. Advertiser acknowledges that due to the unique nature of Unity Aura, certain third party detection tools may unintendedly provide false indication with regards to Unity Aura.
Tapjoy ad network is an ad network placing ads on an Offerwall ad unit inventory. “Offerwall” means a marketplace that allows advertisers to place Ads and promote and offer rewards for engagements with end users. Advertiser advertising in the Offerwall ad unit acknowledges that the Advertiser has read and accepted the Offerwall Advertising Terms available at: https://developers.is.com/?article=offerwall-advertising-terms and the Tapjoy Data Processing Addendum available at: https://www.tapjoy.com/legal/general/data-protection-addendum/
3.4. You will not and will not authorize or otherwise permit any third party to (i) use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Network Properties or the Advertiser Service; (ii) access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any systems used for calculating conversions or any Network Property; (iii) take any actions that interfere with, disrupt or interact in an unauthorized manner with any systems used for calculating conversions or any Network Property; (iv) use the Advertiser Service to create any other product, service or dataset except with respect to Campaign Information; or (v) log, capture, or otherwise create any record of any data transmitted to or from the Advertiser Service.
3.5. You represent and warrant that your use of the Advertiser Service and your Ads will comply with the Content Policy; (ii) that you own or have all necessary rights to your Ads (including, as needed to grant the licenses set forth herein), the Advertiser Properties and the Advertised Goods, and the foregoing do not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity, nor could they reasonably be determined to tarnish the goodwill of any Network Property; and (iii) the Ads, the Advertised Properties, and the Advertised Goods will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations.
3.6. You acknowledge and agree that Unity is not responsible for and you will bear the cost of inventory associated with invalid activity such as starts, views, clicks or installs not arising from human interaction, click fraud and technological issues.
3.7. If applicable, an advertiser and its Agency are each deemed jointly and severally liable for all payment liability obligations under these Terms or any applicable Offering Identification. If an Offering Identification includes custom material or other materials created by Unity or any third party for you, payment shall be non-cancellable and you shall be liable for the entire amount owed.
3.8. For Ads served in certain jurisdictions which may be updated from time to time at our sole discretion, regulatory operating surcharge or fees may be charged in addition to your advertising costs, regardless of the location of your business. These new surcharges may be applied and added to your invoice.
3.9. In addition, you and/or a third-party tracking conversions on your behalf (“Attribution Partner”) may receive Device Identifiers related to Ads served on your behalf. You represent and warrant that neither you nor any Attribution Partner will share Device Identifiers received directly or indirectly from Unity with third parties and your and your Attribution Partner’s use of such Device Identifiers will be used solely for purposes of conversion tracking. You represent and warrant that neither you nor any Attribution Partner will: (i) collect, retain, use, transmit, combine, merge, join, synch, combine, link, or analyze any personal information, personally identifiable information or sensitive information (as defined under applicable laws) with, or otherwise attempt to re-identify, any Device Identifiers received directly or indirectly from Unity; (ii) use Device Identifiers received directly or indirectly from Unity for any purposes other than calculating conversions and frequency capping of Ads; and (iii) use Device Identifiers and other data received pursuant to these Terms solely on behalf of an advertiser in connection with the Ads, and no other client of Attribution Partner. You acknowledges that certain users flagged with the “Limit Ad Tracking”/“Do Not Sell” parameter (the exact name of the parameters may change depending on the specific implementation at Unity’s discretion) may be subject to Children’s Online Privacy Protection Act and/or state privacy law requirements and agree that You will keep such flags associated with the Device Identifiers at all times while using the Advertiser Service. Any Attribution Partner shall not be considered a third party beneficiary hereunder and you will ensure that each Attribution Partner complies with the restrictions set forth herein. Any Attribution Partner’s failure to comply with such restrictions will be deemed a breach on your part under these Terms. You may use Services Data directly made available to you by Unity on an aggregated and anonymous basis to assess the performance and effectiveness of your Unity advertising campaigns. You agree you will not use any Services Data for any other purpose and that this prohibition means you may not use any Services Data for retargeting, use any Services Data to build, append to or augment any user, device or other profile, sell any Services Data, combine any Services Data with any data obtained by or on behalf of another advertiser or transfer any Services Data to any ad network, ad exchange, data broker or other advertising or monetization service (including transfer of anonymous, aggregated or derived data). With respect to your use of the Advertiser Service, Services Data as used in these Terms shall be deemed to include data collected through pixels in your Ads, data collected from Service Assets utilized in connection with your campaigns, or any data obtained from third parties (including Attribution Partners).
4. License Grant. You grant Unity a worldwide, non-exclusive, sublicenseable, royalty-free and fully paid-up license to access, use, store, distribute, reproduce, modify, transmit, perform, display and publish your Ads and other creative content or copy provided or made publically available by you in inventory placements in Network Properties and as needed to provide the Advertiser Service.
5. Termination for Convenience. Subject to Section 8 of the General Terms, either party may terminate the Terms at any time, with or without cause, by providing at least forty-eight (48) hours’ prior notice to the other party.