Effective as of April 27, 2021
Your use of Unity’s VisualLive product suite is subject to these Additional Terms (the “VisualLive Terms”), which supplement and are incorporated into the Unity Terms of Service. By downloading, installing or using the VisualLive Offerings in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with these VisualLive Terms. If you do not agree with these VisualLive Terms, you are not authorized to use the VisualLive Offerings in any manner.
1. VisualLive Offerings
Unity provides the VisualLive Service, allowing you to use mixed reality technology to virtually view, inspect, and correct design in the field, as well as related Physical Products (e.g., hard hat adapters) and other related offerings (collectively, the “VisualLive Offerings”).
1.1 VisualLive Service.
During your subscription term, Unity will provide the VisualLive Service as set forth herein, and you may use the VisualLive Service in accordance with this Agreement. Accordingly, subject to your compliance with the terms and conditions of this Agreement and payment of all applicable fees, Unity grants to you a limited, non-exclusive, non-transferable, and non-sublicensable license to (a) access and use the VisualLive Service solely as provided for in the Documentation, and (b) install and execute the VisualLive Software solely for purposes consistent with these VisualLive Terms. For clarity, the grant of license applies only so long as you have a current subscription to the VisualLive Service and otherwise remain in compliance with the Agreement.
VisualLive Software Limitations.
You acknowledge and agree that the VisualLive Software has certain limitations with regard to the size of the model that can be uploaded and the precision and accuracy of the device being used to access the VisualLive Software. Unity is not liable for any losses or damages that result from the limitations of the VisualLive Software or the devices running the VisualLive Software.
VisualLive Software is intended only to assist Authorized Users with the design, analysis, simulation, estimation, testing and/or other activities and is not a substitute for an Authorized User's own independent design, analysis, simulation, estimation, testing, and/or other activities. Unity is not liable in any manner whatsoever for the results obtained through use of the VisualLive Software.
Each subscription to use the VisualLive Service may be accessed and used by one (1) Authorized User on one (1) device for the permitted purposes set forth in this Section 1.1. Authorized Users may not use multiple accounts on the same device, or use their accounts on more than one (1) device.
If you are a Legal Entity, you may allow your Authorized Users to exercise your rights hereunder, provided you have purchased a sufficient quantity of VisualLive Service subscriptions for each individual Authorized User. All use of VisualLive Service, including any third party exercise of your rights hereunder, is subject to these VisualLive Terms. You remain responsible for any breach of these VisualLive Terms by your Authorized Users.
You are solely responsible for any and all Content you upload to the VisualLive Service, and you represent and warrant that you own or control all necessary intellectual property rights in and to any such Content. To the extent that you own all necessary rights, titles, and interests in and to the Content, such rights remain with you. You hereby grant Unity a limited, non-exclusive, transferable, royalty-free, fully paid-up and revocable license to reproduce, perform, display, distribute, and otherwise use the Content in order to provide services to you hereunder.
You may use the VisualLive Service together with Unity Reflect, but you do not need Unity Reflect in order to use VisualLive Software. Your use of Unity Reflect is subject to the Unity Reflect Additional Terms.
ALWAYS BE AWARE OF YOUR SURROUNDINGS WHEN USING THE VISUALLIVE SERVICE. VIRTUAL AND AUGMENTED REALITY IMPLY CERTAIN RISKS ESPECIALLY WHEN USED IN OUTDOOR SPACES. YOU HEREBY UNDERSTAND AND AGREE THAT UNITY IS NOT LIABLE FOR ANY INJURY OR DAMAGE THAT OCCURS WHILE YOU ARE USING THE VISUALLIVE SERVICE.
1.2 Physical Products
Shipments; Delivery; Title and Risk of Loss.
Unity will arrange for shipment of the Physical Products to you. You will be responsible for all shipping and handling charges specified during the ordering process. Title and risk of loss pass to you upon Unity’s transfer of the Products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. Unity is not liable for any delays in shipments.
You agree and acknowledge that the Physical Products are not intended to, nor have they received, the necessary certifications or approvals, as applicable, to be compliant with the rules, regulations, and/or guidelines, as applicable, of the Occupation Safety and Health Administration ("OSHA"), the American National Standards Institute, or any OSHA Nationally Recognized Testing Laboratory. You further agree and acknowledge that Unity has no liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Physical Product manufactured, sold, leased, or delivered by Unity, and you hereby agree to indemnify Unity for any damages and liabilities of any kind resulting from any claim relating to injuries of any kind related to the use of the Physical Products.
Third Party Products.
You agree and acknowledge that some of the VisualLive Products may be used with third party products that are not provided by Unity. Unity has no liability whatsoever with respect to any product that is not provided by Unity. You agree to indemnify and hold harmless Unity for all liabilities, costs and expenses actually incurred by Unity, resulting from or related to a third party product.
1.3 Bundled Offerings.
Your subscription to use VisualLive Offerings may include or be bundled with certain Unity Software, Unity Services, Unity Toolkits, standalone third party software and/or the right to add on other Unity offerings. Access to such entitlements is subject to separate terms and conditions applicable to such entitlements (as stated in Unity’s Terms of Service, on Unity’s Legal Information Page, or as otherwise provided to you by Unity) and may incur additional fees.
1.4 Reservation of Rights.
Except as otherwise set forth in this Section 1, Unity retains all right, title and interest in and to the VisualLive Offerings. Unity reserves all rights not expressly granted to you in these VisualLive Terms.
2. Third Party Services.
Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) modify, adapt, reverse engineer, decompile, disassemble, make error corrections, or create derivative works of the VisualLive Offerings; (b) distribute, transfer, sublicense, lease, lend, rent or otherwise provide access to the VisualLive Offerings to any third party; (c) directly or indirectly make the functionality of the VisualLive Offerings available to multiple users or third parties through any means, including but not limited to by uploading VisualLive Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other technology or service; (d) use the VisualLive Offerings for competitive analysis or to develop a competing product or service; (e) send or otherwise post unauthorized commercial communications (such as spam) through the Site; (f) collect Site users' content or information, or otherwise access the Site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without Unity’s prior written consent; (g) upload viruses or other malicious code to the Site; (h) solicit login information or access an account belonging to someone else on the Site; (i) provide any false personal information, or create an account for anyone other than yourself; (j) upload content to the Site which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to third parties; (k) take any action creating a disproportionately large usage load on the Site or its servers unless expressly permitted by Unity in writing; (l) delete, hide, remove or modify any content other than your own Content; or (m) do anything that could cause or result in VisualLive Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that VisualLive Software or other software combined or distributed with VisualLive Software be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. You acknowledge and agree that portions of VisualLive Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of Unity and its licensors. Accordingly, you agree not to disassemble, decompile, modify or reverse engineer VisualLive Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by this Agreement or by law notwithstanding this prohibition.
You may access the online support materials via the Support Portal. You may also email firstname.lastname@example.org for assistance with your subscriptions. Technical support may be offered by Unity at its sole discretion as described on the Unity website. You acknowledge and agree that Unity has no obligation under this Agreement to provide patches, updates, new releases or new versions of VisualLive Software.
Evaluation Subscriptions are valid for a set number of days, as specified by Unity in our systems. At the end of the specified period, you may either purchase a subscription for the VisualLive Service, or you must immediately delete and destroy or return to Unity all copies of VisualLive Software in your possession or control
Subscriptions for the VisualLive Service will remain in effect for the subscription period specified in Unity’s systems. For clarity, subscriptions for the VisualLive Service are not cancelable during the applicable subscription term and are non-refundable. Upon termination, you must at Unity’s option either promptly delete and destroy or return to Unity all copies of VisualLive Software in your possession or control.
7. U.S. Government Rights.
To the extent any of your Authorized Users are government entities, the following terms apply: the VisualLive Product and the Documentation are “commercial items” as that term is defined in the Federal Acquisition Regulation (“FAR”) 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If acquired by or on behalf of a civilian agency, the U.S. Government acquires or will acquire the VisualLive Product and/or Documentation and other technical data subject to the terms of this Agreement as required in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires or will acquire VisualLive Software and/or Documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software or technical data.
8. Export Law.
You agree to comply fully with all export laws and regulations to ensure that neither the VisualLive Product nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
If you provide Unity with any ideas, proposals, suggestions, feedback or materials relating to the VisualLive Product or otherwise relating to Unity’s business (“Feedback”), you agree that such Feedback will not constitute your Confidential Information, and hereby grant to Unity a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use and exploit such Feedback for any purpose.
10. Additional Definitions.
“Authorized User” means, if you are a Legal Entity, your employees, and employees of your affiliated entities, or third-party contractors who are testing, developing and operating your Unity Software content on your behalf. Your number of Authorized Users are stipulated in the Order Form.
“Content” means the data or other content that you upload, optimize, process and view in connection with your utilization of the VisualLive Product.
“Documentation” means the instructions, requirements, guidelines and other documentation for the VisualLive Product made available via the Site or otherwise by Unity (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time).
“Evaluation Subscription” means a subscription for short term evaluation of the VisualLive Service.
“Legal Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, including any government, non-profit, educational or academic institution.
“Order Form” means Unity’s standard ordering document or other mutually agreed ordering document.
“Physical Products” means any physical VisualLive products made available by Unity to you, including hardhat adapters.
“Site” means the VisualLive website available here.
“Support Portal” means the site available here.
“VisualLive Offerings” means the VisualLive Service, the Physical Products and any other related “VisualLive” products or services offered by Unity.
“VisualLive Service” means both VisualLive Software and the Site.
“VisualLive Software” means the augmented reality software offering described here, including all versions and updates that Unity makes generally available during your subscription term.