Last Updated: 10/21/2016
Please read the following terms and conditions carefully: USE MEANS ACCEPTANCE!
These Unity Connect Terms and Conditions (“Connect Terms”) govern your participation in the Unity Connect service offered via the Unity Website (“Connect Platform”), and constitute a binding legal agreement between you and Unity.
BY ACCESSING, USING, OR PARTICIPATING IN THE CONNECT PLATFORM, OR ACCESSING ANY MATERIALS OR THINGS MADE AVAILABLE TO YOU VIA THE CONNECT PLATFORM, YOU AGREE THAT YOU UNDERSTAND THESE CONNECT TERMS AND ACCEPT ALL TERMS AND CONDITIONS OF THESE CONNECT TERMS. IF YOU ACCEPT OR AGREE TO THESE CONNECT TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE CONNECT TERMS AND, IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY, UNLESS OTHERWISE INDICATED.
If you do not or cannot accept these Connect Terms, you may not participate in the Connect Platform.
Certain defined terms may be found in Section 17 of these Connect Terms.
The Connect Platform is a user discovery platform that permits Talent to offer their services to Clients, and Clients to make offers to Talent, in the game-development context.
2.1 In order to use the Connect Platform, you must at all times meet the Eligibility Requirements. To interact with the Connect Platform as a Participant, including creating and maintaining a Profile or Postings, you must register for the Connect Platform.
2.2 Terms and conditions applicable to your Unity Account will apply equally to information provided on registration for a Connect Platform account, and to that account.
2.3 On registering for a Connect Platform account and from time-to-time thereafter, we may (but are under no obligation to do so) take steps, directly or through third parties, to verify your identity as permitted by applicable law, including against government sources and third-party databases. Upon request, you will provide us further information concerning your Profile to verify your identity. PLEASE NOTE: any exercise of our rights under this clause does not and will not affect disclaimers under Section 3.2 or anywhere else in these Connect Terms.
2.4 You can’t maintain more than one (1) Participant account at any time.
2.5 Subject to termination and other terms and conditions of these Connect Terms, (a) you may access and make changes to your Profile and Postings as permitted via your Connect Platform account; and (b) your Profile and Postings will expire as indicated in your Connect Platform (if applicable).
3.1 The Connect Platform acts solely as a conduit to allow Participants to find each other so that each may decide, on its own, that there is a good match. We don’t introduce, endorse, or recommend anyone to anybody. Further, we are not a party to any agreements, transactions, contracts, or dealings between any Talent and any Client, whether via the Connect Platform or otherwise, including any Contract or Communications.
3.2 We don’t vet, verify, control, supervise, direct, or in any way check any Participant, any work or services Talent may perform or not perform, or the locations or conditions of any such work or services. Similarly, we do not and will not take any responsibility for or make any representations, warranties, or guarantees of any kind about any Profile, Posting, Project License, Ratings Information, Feedback, Communications, or the ability of any Participant to carry out any service, work, activity, payment, or any other thing.
3.3 You alone will be responsible for any obligations you may have to other Participants under any Contract or otherwise, as well as for ensuring any compliance by any Participant of any obligations such Participant may have to you. You will also be solely liable for any User Disputes in which you may become involved, whether as a party to that dispute or otherwise. We will have no responsibility or liability for any User Dispute, nor any obligation to attempt to mediate or resolve any User Dispute.
3.4 The legal relationship between any Client and any Talent is that of an independent contractor, and nothing in these Connect Terms will create any partnership, joint venture, franchise, agency, or employment relationship between Participants. Further, these Connect Terms shall not create, and shall in no way be construed as creating, any joint venture, franchise, partnership, agency, or employer-employee relationship between any Participant and Unity.
4.1 Except as expressly otherwise provided for in these Connect Terms, the Unity Terms of Service will apply to the Connect Platform and your use of the Connect Platform.
4.2 You can’t promote or advertise any business, products, or services that are unrelated to a Posting. We will be the judge of what is related and what is not, but, for example, while a Talent’s listing of a work portfolio on the Connect Platform would be fine, a listing of a link to an online store would not be permitted. At the same time, you understand that we may display and carry, or permit to be displayed or carried, on the Connect Platform any promotions and advertisements as we may see fit, and that you will have no claim against us or any of our affiliates or licensors for such promotions or advertisements.
4.3 This section explains what licenses govern Connect Content.
5.2 We will have the right to read all correspondence, and access and analyze all files and data, uploaded to, or posted on, the Connect Platform to investigate possible fraud, to verify your compliance with these Connect Terms, and otherwise to perform risk management in connection with the Connect Platform and your use of it.
5.3 In addition to User Content, all information in your Profile and Postings will be available to the public, which means that anyone can see them and share them. Do not insert any information in the Profile or Postings that you do not want to be public. The Connect Platform will also cause all of your Unity Badges to be associated with your Profile, and therefore also public.
5.4 Client-Talent and Talent-Client communications via the Connect Platform permit the sending and receiving of data as attachments (e.g., resumes, portfolios, etc.), as well and direct text and voice data (all, collectively, “Exchange Data”). We can’t control and take no responsibility for what the intended recipient may do with those communications and/or materials—you should check the intended recipient’s policies in this regard.
5.6 For any Participant, unless you have otherwise requested us not to do so in writing and we have agreed, in writing, not to do so, we will have the right to display your business or corporate name, trademark, logo, and/or image both on the Connect Platform and in other marketing/promotional materials concerning the Connect Platform attesting to your participation in the Connect Platform.
5.7 Unity will have the right (but not the obligation) to provide information on the Connect Platform about Participants that we receive from Participants, including feedback, reviews, ratings, scores, location, identity, or credentials data (“Ratings Information”). Ratings Information in based on information voluntarily submitted to us by Participants—it does not and will not constitute, or be construed as, any endorsement, recommendation, or introduction by us whatsoever.
5.8 You are not obligated to provide Unity with comments, reviews, ratings, or suggestions concerning the Connect Platform or your participation in the Connect Platform. However, should you provide us or any of our affiliates with any such comments, reviews, ratings, suggestions, or any data or content about same (collectively, “Feedback”) then you irrevocably assign to us all right, title, and interest in and to the Feedback and grant us a non exclusive, irrevocable, worldwide, royalty free, transferable, fully paid up license in and to any and all intellectual property rights (which shall be understood to mean including patents, copyrights, moral rights, trademarks, trade secrets, privacy rights, and publicity rights) in the Feedback, including the right to sublicense to Unity licensees and customers (with the right to grant further sublicenses), the right to use and disclose such Feedback in any manner Unity may choose, to make derivative works of the Feedback for any purpose, and to display, perform, copy, have copies, make, have made, use, sell, offer to sell, export and otherwise distribute or dispose of products embodying the Feedback, and use and publish your name in the form of a credit in conjunction with the Feedback, but without any obligation to do so. In this connection, you represent and warrant that (a) the Feedback is your original work, or you obtained it in a lawful manner; and (b) our and our sublicensees’ use and exercise of rights pursuant to this paragraph will not infringe or violate any rights of any third party, including any intellectual property rights (which shall be understood to mean including patents, copyrights, moral rights, trademarks, trade secrets, privacy rights, and publicity rights). Further, you will furnish us with such assistance as we may require to perfect, maintain, or evidence our rights in and to the Feedback.
5.9 You understand and agree that, in addition to rights available to Unity hereunder, Participants have the ability, at such Participant’s discretion, to cause the deletion of user comments posted to Participant areas of the Connect Platform.
6.1 These Connect Terms cover Connect Platform services (e.g., Postings) offered to you for free and paid by you through Unity's payment processor.
6.2 You agree to pay all amounts due for the Connect Platform services made available to you as set forth in the applicable online store or cart and/or Unity's payment processor. All fees payable under these Connect Terms are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with these Connect Terms or your receipt or use of the Connect Platform, except for taxes based on Unity's net income. In the event that Unity is required to collect any tax for which you are responsible, you will pay such tax directly to Unity or its payment processor. If you pay any withholding taxes that are required to be paid under applicable law, you will promptly furnish Unity with written documentation of all such tax payments, including receipts.
6.3 ALL SALES ARE FINAL; TO THE EXTENT PERMITTED BY APPLICABLE LAW, CHARGES RELATED TO THE PURCHASE OR USE OF CONNECT PLATFORM SERVICES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE, EITHER IN WHOLE OR IN PART. When you provide payment information to Unity or to its payment processor, you represent to Unity that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize Unity to charge your credit card or to process your payment with the chosen third-party payment processor for any purchase, subscription or other fees incurred by you.
6.4 All prices may be set in United States Dollars (“USD”). Unity may choose to set different prices in other currencies and shall not be responsible for the accuracy of the prices set in different currencies or for currency and conversion rates. Unity reserves the right to collect any applicable sales, use or value added tax.
You may not misrepresent or embellish the relationship between you and Unity, nor express, suggest, or imply that we endorse you or your business or any other cause, concern, or organization, nor express, suggest, or imply that there is any affiliation or relationship of any kind between us. Further, to the extent Unity or its affiliates provides you with any non-public information in connection with the Connect Platform, then, in addition to any other agreements you may have with Unity or its affiliates with respect to confidentiality, you will keep such information strictly confidential, not disclose it to any third party, and not use is for any purpose other than permitted participation in the Connect Platform in accordance with these Connect Terms.
8.1 We may terminate the Connect Platform or your use of, or participation in, the Connect Platform at any time and for any reason (including for your violation of these Connect Terms) or no reason at our sole discretion, without any prior notice to you. Further, your permission to use or participate in the Connect Platform will automatically terminate immediately upon any failure by you to comply with these Connect Terms. You may terminate your participation in the Connect Platform at any time by providing us with written notice of termination.
8.2 All licenses and rights granted to you by Unity under these Connect Terms automatically and immediately terminate upon any termination under Section 8.1.
8.3 Termination pursuant to this Section will not relieve a party of any liability accruing prior to termination. Further, Sections 3.2, 3.3, 3.4, 4.2, 4.3, 5.1, 5.5-5.9, and 6-17 will survive any termination.
8.4 On termination, your Connect Platform account will be terminated, and may be deleted by us. Upon any deletion or termination of your Connect Platform account, your account will no longer be accessible by you. UPON ANY DELETION HEREUNDER, ANY CONTENT, MATERIALS, DATA OR INFORMATION THAT YOU HAVE SUBMITTED VIA THE CONNECT PLATFORM OR THAT WHICH IS RELATED TO YOUR CONNECT PLATFORM ACCOUNT MAY NO LONGER BE ACCESSED BY YOU.
We may add or make changes to any and all of the terms and conditions of these Connect Terms from time to time. When these changes are made, the updated version will be posted at the Unity Website. Your use of, or participation in, the Connect Platform after the date on which these Connect Terms have changed will constitute your acceptance of the updated Connect Terms.
You understand and agree that you will be entirely responsible for your use of, or participation in, the Connect Platform and all costs and expenses incurred in connection with your use of, or participation in, the Connect Platform.
UNITY, ITS AFFILIATES’, AND ITS LICENSORS’ TOTAL, AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE CONNECT TERMS WILL BE LIMITED TO THE GREATER OF (A) AMOUNTS PAID BY YOU IN THE PAST SIX (6) MONTHS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED; OR (B) OR 100 USD. IN NO EVENT WILL UNITY, ITS AFFILIATES, OR ITS 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 FORTHE COST OF PROCURING SUBSTITUTE PRODUCTS/SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE CONNECT TERMS OR YOUR USE OF THE CONNECT PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, 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 THESE CONNECT TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THE CONNECT PLATFORM IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. UNITY, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UNITY OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. NEITHER UNITY NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE CONNECT PLATFORM OR ITS OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.
You agree to release, indemnify, defend, and hold Unity, its affiliates, its licensors, and the respective directors, officers, employees, agents, and assigns of the foregoing, and any other organizations related to the Connect Platform, 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 use or attempted use of, or participation or attempted participation in, the Connect Platform, including (a) any condition caused by events beyond Unity’s control that may cause administration of the Connect Platform to be disrupted; (b) your Profile; (c) your Postings; (d) your Communications; (e) your Exchange Data; (f) Your Content; (g) you or your employees’ negligence or wilful misconduct; (h) any breach by you of these Connect Terms; or (i) any Project License.
You and Unity are independent contractor and nothing in these Connect Terms will be construed as establishing an employment or agency relationship between you and us or any of our affiliates. You have no authority to bind us by contract or otherwise, and you will not hold yourself out, expressly or impliedly, as having such authority. If you assist, encourage, authorize, or facilitate another person or entity to take any action in connection with the Connect Platform or these Connect Terms, that will be deemed and understood as an action taken by you alone.
15.1 These Connect Terms will be governed by and construed in accordance with the laws of Denmark, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
15.2 Except as set forth below in Section 15.5, any dispute arising out of or in connection with these Connect Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.
15.3 You and Unity agree to arbitrate all disputes by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
15.4 You and Unity further agree that any arbitration shall be conducted in each’s individual capacity only and not as a class action or other representative action, and each expressly waives the 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.
15.5 Notwithstanding your and Unity’ agreement to resolve all disputes through arbitration, either may bring an action in court (a) to enforce its intellectual property rights (“intellectual property rights” in this clause meaning patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including to seek injunctive relief; or (b) 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 you and Unity have an intellectual property rights dispute, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue in the state and federal courts located in San Francisco County, California. If you reside (or your principal place of business is) outside of the United States and you and Unity have an intellectual property rights dispute, you and Unity agree to submit to the personal and exclusive jurisdiction of and venue in the courts located in Copenhagen, Denmark. You and Unity agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
16.1 These Connect Terms constitute the whole legal agreement between you and Unity and govern your use of, or participation in, the Connect Platform, and completely replace any prior agreements between you and Unity in relation to the Connect Platform. Each party confirms that, in entering into these Connect Terms, it has not relied upon any representations or statements not expressly incorporated herein.
16.2 You agree that if Unity does not exercise or enforce any legal right or remedy which is contained in these Connect Terms (or which Unity has the benefit of under any applicable law), this will not be taken to be a formal waiver of Unity’s rights and that those rights or remedies will still be available to Unity.
16.3 If any competent body having the jurisdiction to decide on this matter, rules that any provision of these Connect Terms is invalid, then that provision will be removed from these Connect Terms without affecting the rest of the Connect Terms. The remaining provisions of these Connect Terms will continue to be valid and enforceable.
16.4 You acknowledge and agree that Unity affiliates and its licensors shall be third party beneficiaries to these Connect Terms and that such any of the Unity affiliates and its licensors shall be entitled to directly enforce, and rely upon, any provision of these Connect Terms that confer a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to these Connect Terms. (whether pursuant to the contract, law or otherwise).
16.5 The rights granted in these Connect Terms may not be assigned by you without the prior written approval of Unity. Nor shall you be permitted to delegate your responsibilities or obligations under these Connect Terms without the prior written approval of Unity. The rights granted in the Connect Terms may be assigned or transferred by Unity without your prior written approval. In addition, Unity shall be permitted to delegate its responsibilities or obligations under these Connect Terms without your approval.
“Client” means a Participant who searches Postings looking for offered services, offers work via the Connect Platform (including by posting such Postings), or registers with the Connect Platform.
“Communications” means communications between any Talent and Client, including via the Connect Platform.
“Connect Content” means text, graphics, images, music, audio, video, information, or other materials (“Materials”) available through the Connect Platform.
“Contract” means any (a) agreement, arrangement, or contract entered into between any Participants; and (b) offer of any kind by any Participant(s) to another Participant(s), including any of the foregoing made or occurring via the Connect Platform.
“Eligibility Criteria” means the following:
(a) you, as an individual or as representative of your legal entity, being an individual of at least 18 years of age or whatever is the age of legal majority where you access this site;
(b) having a Unity Account;
(c) not being a citizen or resident of a country subject to any United States embargo;
(d) not otherwise prevented from participating under applicable law; and
(e) such other criteria as Unity may determine in its sole discretion from time to time by separate notice to you.
“Participant” means a Talent or Client.
“Posting” means either a posting of (a) work offered by any Client via the Connect Platform; or (b) services offered by any Talent via the Connect Platform.
“Profile” means the information you provide to your Connect Platform account concerning yourself (including, as applicable, about your business, your skills, or the services you provide), but does not include your Unity Badges.
“Project License” means the terms of any agreement between you and any user of the Connect Platform concerning such user’s right(s) to use Your Content.
“Talent” means a Participant who searches Postings looking for work, offers services via the Connect Platform (including by posting such Postings), or registers with the Connect Platform.
“Unity”, “our”, or “we” means Unity Technologies ApS (company no. 30 71 9913), Vendersgade 28, DK¬1363 Copenhagen, Denmark.
“Unity Account” means the account as defined in the Unity Terms of Service.
“Unity Badges” means any certification, achievement, designation, evaluation, rank, classification, honor, or the like that Unity or its affiliates has given to, or made in respect of, a Participant who voluntarily sought that.
“Unity Terms of Service” means Unity’s Terms of Service at https://unity3d.com/legal/terms-of-service (including all of its “Additional Terms”, as applicable) as of the Last Updated date, and its successor term(s).
“Unity Website” means unity3d.com and its successor site(s).
“User Content” means Materials that users post, upload, publish, submit, transmit or otherwise make available through the Connect Platform. For clarity, User Content includes Materials that you post, upload, publish, submit, transmit or otherwise make available through the Connect Platform (“Your Content”), but does not include (a) any intellectual property of Unity or its affiliates; or (b) Feedback.
“User Dispute” means any dispute of any kind between (a) Participants, including any dispute concerning any Contract or performance under any Contract; or (b) parties to any Project License.