Last updated: July 1, 2020

These Unity Training Workshop Additional Terms (“Training Workshop Terms”) govern your purchase of any virtual or in-person training classes, learning sessions, and workshops provided directly by Unity, and constitute a binding legal agreement between you and Unity. These UnityTraining Workshop Terms supplement and incorporate the Unity Terms of Service. For learning sessions, or workshops provided by Unity’s Learning Partners, please refer to the Unity Learning Partner Instructor-Led Training Additional Terms.

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

Further, you acknowledge and agree that, by default, the Training Workshops you purchased or by any means received from Unity shall be delivered virtually. If you purchase a Training Workshop on behalf of a company, organization or other legal entity, AND believe that an on-site, in-person Training Workshop is more beneficial, you may request an on-site Training Workshop (“On-Site Training Workshop”), and Unity shall have the sole discretion to determine whether such an On-Site Training Workshop is necessary or not.

1. Participation in Training Workshops.

1.1 Training Workshop(s) may be delivered on one or multiple dates and times. Any Training Workshop prerequisites, together with dates and timing of the Training Workshop (including any multi-session details), will be published on the Unity website.

1.2 On or prior to the scheduled date(s) of the Training Workshop(s), Unity will send instructions for virtual delivery, or send Unity Personnel to your location, if applicable, to provide the Training Workshop(s) you selected. All Training Workshops are structured for up to fifteen (15) attendees. You may be able to add additional attendees for an additional fee. Training Workshops can be customized for an additional fee and subject to a separate statement of work, to be signed by both parties.

1.3 To participate in a Training Workshop, as an individual, you represent and warrant that: (a) you are a at least 16 years of age; (b) if you are between the ages of 16 and the age of legal majority where you access the Training Materials, your parent or legal guardian has reviewed and agreed to these Training Workshop Terms; (c) you are not a citizen or resident of a country subject to any United States embargo; and (d) you are not otherwise prevented from participating in the Training Workshop under applicable law.

1.4 You may discontinue participation in a Training Workshop at any time, subject to your obligations in respect of the Materials as set out in Section 8.

2. Your Obligations.

2.1. You agree that you will not engage in any misconduct in connection with a Training Workshop, including receiving or providing unauthorized assistance, submitting work that is not your own, or possessing or using unauthorized materials. Further, you will not make any form of false representation concerning your identity or misuse any testing identification number, username, or other credentials that have been provided to you.

2.2. You agree to fully abide by all instructions, guidelines and procedures associated with the Training Workshop that Unity provides to you. These instructions, guidelines and procedures may be presented to you via publication on a website to which you are directed during your participation in the Training Workshop or through other written communication (including email) delivered to the address you provide to Unity.

2.3 You agree that you will not, directly yourself or indirectly through any other party, without prior written consent of Unity: (a) copy, modify or create derivative works of all or any portion of the Training Materials; (b) license, distribute, transfer or otherwise provide access to any of the Training Materials to any third party; (c) disassemble, decompile or reverse engineer the Training Materials; (d) make the Training Materials available to multiple users (e) use the Training Materials for competitive analysis or to develop a competing product or service; (f) delete or alter any proprietary rights notices or markings appearing in any Training Materials, or (g) otherwise make use of the Training Materials, except for the purposes identified in these Training Terms. Unless AND UNTIL you have received prior written consent of Unity, you are restricted from using any Training Materials, whether in their original form or a modified state, in the production of any commercial content or for any commercial purposes whatsoever. This Section 2.3 supersedes any other contrary terms presented by Unity or a Unity Learning Partner.

2.4 You understand and agree that (a) you are not an agent of Unity or its licensors, and will not hold yourself out as such; and (b) you are not permitted to make, and will not make, any representations, warranties or guarantees to third parties with respect to Unity.

2.5 The following terms in this Section 2.5 apply when you purchase a Training Workshop on behalf of a company, organization or other legal entity:

(a) You will be responsible for delivering Materials (if any) you receive from Unity to the Training Workshop participants. It is you or your designated individual participants’ responsibility to possess computers with operating systems and software that are able to access the Platform(s) (as set forth in Section 3 below) and view Materials presented. You will be responsible for providing facilities and/or equipment to be used by participants and/or Unity Personnel in conjunction with the Training Workshop, including:

• Latest version of Unity Products installed on participant computers (Unity may provide temporary licenses to participant for the Training Workshop on prior request),
• For On-Site Training Workshops only, (i) a closed room (preferred) with classroom-style seating (desks or tables), (ii) LCD/LED projector (at least 1080p), (iii) appropriate power for Unity Personnel and participants, and (iv) food and beverage as needed.

(b) You acknowledge and agree that, once you agree to purchase a Training Workshop: (i) it is your responsibility to contact Unity to schedule the Training Workshops; (ii) you must contact Unity at least ninety (90) days prior to the date on which you would like to schedule a Training Workshop; and (iii) any Training Workshop not scheduled during the Term will be forfeited. For clarity, if you do not contact Unity to schedule your Training Workshop at least ninety (90) days prior to the end of the Term, you forfeit the Training Workshop.

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

3. Training Platforms.

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

4. Ownership of Materials.

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

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

5. Confidentiality.

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

Either party may from time to time provide Feedback. Feedback is entirely voluntary and, if given, is provided without any representations or warranty of any kind. Provided such party does not disclose the other party’s Confidential Information in violation of this Section 6, such party is free to act on such Feedback with no obligation to the other party.

6. Reservations and Limitations

6.1. The Materials are protected by copyright law and international treaties and are licensed, not sold, hereunder. Unity and/or its Learning Partners retain ownership of all Materials, including all intellectual property rights therein.

6.2. Unity reserves the right to make changes to and/or discontinue or terminate any Training Workshop or related Materials at any time without prior notice and at its sole discretion.

6.3. Unity reserves the right, at our discretion, to terminate your access to the Materials, without refund or reimbursement, and require you to cease using and permanently destroy all Materials (including copies thereof) in your possession, in the event that Unity believes you to be in breach of these Terms.

6.4. Your use of the Training Workshop in no way provides or implies any guarantee from Unity of the quality of any work you may perform, nor is Unity liable in any way for any deficiencies in said work.

6.5. Unity reserves all rights not expressly granted to you in these Training Workshop Terms.

7. Release and Indemnity

Except as expressly otherwise provided in these Training Workshop Terms, you agree to release, indemnify, defend and hold Unity and its respective directors, officers, employees, agents, and assigns, and any other organizations related to the Training Workshop or the Materials, 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 your participation or attempted participation in the Training Workshop or use of the Materials, including (a) any condition caused by events beyond Unit’s control that may cause administration of the Training Workshop to be disrupted; (b) damage to your computer or wireless device, or inability to access any website or other Internet presence or wireless service; (c) any printing or typographical errors in any Materials; and (d) any breach by you of these Training Workshop Terms.

8. Costs and Expenses

You will be responsible for your own costs and expenses in connection with taking or participating in any Training, and no reimbursements or refunds will be offered or available for any costs or expenses incurred by you, including your purchase of any Unity software which is prerequisite to the Training.

9. Term.

These Training Workshop Terms shall remain in effect for the Term, unless the Training Workshop is forfeited as set forth in Section 2.

10. Definitions.

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

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

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

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

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

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

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

“Recipient’ means a party to these Training Workshop Terms when it receives Confidential Information from the other party.

“Term” means the period of timing starting on the date of initial purchase of a Training Workshop and continuing for a period of twelve (12) months.

“Training Workshop(s)” are instructor-led virtual or in-person training sessions with Unity Personnel and include services and Materials delivered via Unity-designated Platforms.

“Unity Personnel” means any Unity employees, contractors, or agents that provide Training Workshop(s) as set forth in this Agreement.

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