Ziva Assets End User Terms
LAST UPDATED: JUNE 30, 2022
These Ziva Assets End User Terms (these “Terms”) are a binding agreement between you and Unity Technologies Canada Company and its Affiliates (“Unity”) and govern your use or access to the certain assets we’ve developed (“Ziva Assets”) and make available on our Ziva Store and/or Ziva Site (collectively, “Sites”). By installing, copying, accessing, downloading or otherwise using the Ziva Assets in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with these Terms. If you do not agree with these Terms, you are not authorized to use the Ziva Assets. These Terms together with all additional and related terms as referenced herein or published to our Sites as incorporated by reference into these Terms, are collectively referred to as this “Agreement”.
The term “you” as used in these Terms means either an individual utilizing any of the Ziva Assets in his or her individual capacity or the company, organization or other entity (a “Legal Entity”) affiliated with an individual utilizing the Ziva Assets on behalf of such Legal Entity. If you accept or agree to these Terms on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to these Terms and, in such event, “you” and “your” will refer and apply to that Legal Entity.
We encourage you to review these Terms periodically for changes. Your further use of Ziva Assets following modifications made to these Terms or any of the policies referenced in this Agreement constitutes your acceptance of those changes.
1. License to Free & Purchased Ziva Assets. You agree that the Ziva Assets as provided to you are licensed, not sold. For free and paid Ziva Assets (collectively, “Full Use Assets”), Unity grants to you a non-exclusive, non-transferable, worldwide, irrevocable (except in the case you violate these Terms) and perpetual license to the Ziva Asset solely:
1.1. to incorporate the Ziva Asset, together with substantial, original content not obtained through the our Sites, into your electronic application or digital media that has a purpose, features, and functions beyond the display, performance, distribution, or use of Ziva Assets (“Your Project”). The Ziva Asset may only be used as an embedded component of Your Project, such that the Ziva Asset does not comprise a substantial portion of Your Project;
1.2. to reproduce, publicly display, publicly perform, transmit, and distribute the Ziva Asset as incorporated and embedded in Your Project (including any physical advertising materials for your Project); and
1.3. except as set forth below, modify a Ziva Asset in connection with the foregoing uses.
2. License to Restricted Ziva Assets. From time to time we may make certain Ziva Assets available to you for evaluation and/or internal use only (“Restricted Assets”).
2.1. Unlike Full Use Assets, Restricted Assets are not subject to the license rights set out in Section 1 above. Restricted Assets may be used by you solely for purposes of your internal testing of the Ziva development tools or such other uses as we expressly permit.
2.2. You may not distribute Restricted Assets or otherwise incorporate them into any of Your Projects that are in any way shared with others (i.e. outside of your organization). Restricted Assets are available to you only for the period we advise and, where we do not state, your use is limited to fifteen (15) calendar days.
2.3. Where indicated by us on the Site or through other written materials we publish, Restricted Assets may be subject to further limits (e.g. in the case of some Restricted Assets, the user must be an educational institution that may only use the Restricted Assets for learning or research purposes and not commercial use).
3. Restrictions. Without limiting the foregoing, in respect of any Ziva Assets you may not and will ensure that others do not:
3.1. reverse engineer, decompile, or disassemble a Ziva Asset, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law;
3.2. share the costs related to purchasing a Ziva Asset and then let any third party that has contributed to such purchase use such Ziva Asset (forum pooling);
3.3. enable a customer or user of a Your Project to sell, transfer, distribute, lease, or lend the Ziva Assets for commercial gain or commercialize the Ziva Asset component from within Your Project,
3.4. without express authorization, monetize a Ziva Asset in Your Project where Your Project’s primary purpose is to create user-generated content;
3.5. use, reproduce, duplicate, publicly display, publicly perform, copy, modify, adapt, translate, prepare derivative works of, distribute, transfer, license, sublicense, rent, lease, lend, sell, trade, resell, or otherwise commercialize or monetize any Ziva Asset except as expressly permitted in these Terms; or
3.6. without our express authorization, use Ziva Assets in any digital representation of your or any other party’s rights to the value, ownership, or other contractual rights related to the Ziva Asset.
4. Your Obligations.
4.1. Unless they are designated as free Ziva Assets, You must pay for the license to Ziva Assets in accordance with the payment process provided in the Ziva Store or otherwise indicated by our Site.
4.2. You must provide customary billing and tax information such as name, billing address, credit card information and VAT number (for EU residents).
4.4. All sales are final and there shall be no refunds except as expressly provided in these Terms or as required by law.
4.5. You agree that no modification or use by you of Ziva Assets (whether in Your Project or otherwise used by you or on your behalf) will (a) infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to liability of any kind; (c) be fraudulent, false, misleading, or deceptive; (d) be defamatory, obscene, pornographic, vulgar, or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (f) promote violence or actions that are threatening to any other person; or (g) promote illegal or harmful activities or substances.
5. Rights of Audit; Termination.
5.1. We reserve the right to audit your use of any Ziva Assets and may request that you provide us with reasonable evidence showing your compliance with these Terms.
5.2. Without prejudice to any other rights, we may terminate these Terms and revoke your right to use Ziva Assets if you fail to comply with these Terms including, in particular, Sections 2 and 3 hereof. You may terminate your license at any time.
5.3. In the event that Unity, at its discretion or as a result of a decision made by any competent court or authority, makes a refund to you for the fees paid for any Ziva Asset, then these Terms shall terminate for such Asset.
5.4. In the event of termination of these Terms, all license rights granted herein terminate and you must immediately destroy any and all copies of the Ziva Assets contained on any type of media under your control and confirm such destruction in writing to Unity.
6. Duplication & Back Up Rights. The following apply to Full Use Assets only. Restricted Assets may not be duplicated, backed up by you or otherwise handled in a manner permitted by this Section 6.
6.1. You may not make copies of any Ziva Asset, except incidental transient or temporary copies or otherwise to the extent that such activity is expressly permitted under mandatory statutory applicable law. We acknowledge that copies of Ziva Assets may be made when a Ziva Asset has been integrated as components of electronic applications and digital media as permitted hereunder.
6.2. After installation of one copy of a Ziva Asset pursuant to these Terms, you may keep the original copy of the Ziva Asset solely for back-up or archival purposes.
7. Trademarks. These Terms do not grant you any rights in connection with any trademarks or service marks of Unity or our licensors.
8. Intellectual Property.
8.1. The Ziva Assets are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
8.2. All title and intellectual property rights in and to the Ziva Assets (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, and tutorials incorporated into the Ziva Assets), the accompanying printed materials, and any copies of the Ziva Assets are owned by Unity.
8.3. All rights not expressly granted are reserved by Unity. For greater certainty and without limitation of the foregoing, use of Ziva Assets, whether modified as permitted hereunder or unmodified, is limited to use as expressly provided in these Terms.
9. Disclaimer of Warranties.
9.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ZIVA ASSETS IS AT YOUR SOLE RISK AND THAT THE ZIVA ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, UNITY, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE ZIVA ASSETS WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE ZIVA ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE ZIVA ASSETS WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE ZIVA ASSETS WILL BE CORRECTED.
9.2. YOURUSE OF ANY ZIVA ASSETS IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
9.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNITY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY ASSETS.
9.4. NONE OF THE ZIVA ASSETS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF the Ziva AssetS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
10. Limitation of Liability; Indemnity.
10.1. SUBJECT TO THIS SECTION 10, UNITY’S (INCLUDING THAT OF ITS AFFILIATES AND LICENSORS) TOTAL LIABILITY TO you FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, LOSSES, OR INJURIES, WILL BE LIMITED TO THE AMOUNTS PAID TO UNITY BY YOU IN THE PAST THREE (3) MONTHS FOR THE LICENSE TO THE ZIVA ASSETS RELATING TO THE DISPUTE; SUBJECT TO THIS SECTION 11, IN NO EVENT WILL UNITY OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF ZIVA STORE OR ANY ZIVA ASSETS LICENSED, DOWNLOADED OR OTHERWISE OBTAINED FROM THE ZIVA STORE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10.2. SUBJECT TO THIS SECTION 10, YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNITY, ITS AFFILIATES AND ITS LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF (A) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND UNITY OR ON OUR SITES; (B) ANY CHANGES WHICH UNITY MAY MAKE TO ZIVA ASSETS OR ON OUR SITES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SITES OR THE ZIVA ASSETS (OR ANY FEATURES WITHIN the ZIVA ASSETS); (C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF ZIVA ASSETS; OR (D) YOUR FAILURE TO PROVIDE UNITY WITH ACCURATE ACCOUNT INFORMATION.
10.3. In respect of Ziva Assets whose license is offered for any obligatory fee, charge, or price (“Paid Assets”), Unity agrees to the following limited obligation of defense and indemnity:
10.4. Unity will defend you from claims arising out of or in connection with any claim that a Paid Asset infringes any third-party rights of copyright or of trademark, provided that this will not apply to the extent any such claim is predicated on (a) any changes or modifications of the Paid Asset by anyone other than Unity; (b) any changes or modifications of the Paid Asset by Unity at the your request; (c) any combination or incorporation of the Paid Asset with any other software, media, or thing; or (d) any breach or failure to meet the obligations of these Terms by you.
10.5. In order to claim an obligation of defense under the preceding Section, you must (a) inform Unity in writing of the existence of the claim within 10 days of it coming to your attention; and (b) give Unity sole right to control the defense or settlement of the claim, provided that you will have the right to approve of any proposed settlement in which there is any admission of any kind by you, such approval not to be unreasonably withheld, conditioned, or delayed. You will, at your expense, provide Unity with reasonable co-operation in Unity’s defense of the claim. Notwithstanding the foregoing, you may, at its expense, participate in the defense of the claim with separate counsel of your own choosing.
10.6. Where a claim under the foregoing Section has been either defended by Unity or may have been defended by Unity and ends in a final judgment/order of a court of competent jurisdiction from which no appeal is possible or in a final, binding settlement, Unity will pay the monetary award of damages against you under that final judgment/order or the monies to be paid by you pursuant to the final, binding settlement; provided, however, that the obligation to pay shall (a) only be to the extent commensurate with the infringement which Unity is obligated to defend against under the foregoing Section; and (b) be nonetheless limited by and subject to the limitation of liability provided in Section 10.1.
11. Export Restrictions. Ziva Assets available on our Sites may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Ziva Assets (“Export Laws”). You agree to comply with all applicable Export Laws and you will not export or re-export directly or indirectly (including via remote access) any part of the Ziva Assets to any country to which a license is required under the Export Laws without first obtaining a license.
12. Governing Law; Arbitration.
12.1. These Terms 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.
12.2. 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.The parties agree to arbitrate all disputes that must be arbitrated in the State of California, United States of America before the American Arbitration Association (“AAA”) and under the AAA’s Commercial Arbitration Rules.
12.3. Notwithstanding any other terms to the contrary, either party 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.