Eddy Additional Terms

1. General

Unless you have entered into a separate agreement with Unity, your use of Eddy is subject to these additional terms (the “Eddy Terms”), which supplement and are incorporated into the Unity Terms of Service. To the extent there is any conflict between these Eddy Terms and the Unity Terms of Service, these Eddy Terms prevail.  The Eddy Software and any related services are supplied by Unity Technologies SF or its Affiliates.

By downloading, installing or using Eddy in any manner, you represent and affirm that you have read, understand and agree to be legally bound by and comply with these Eddy Terms.  If you do not agree with these Eddy Terms, you are not authorized to use Eddy (the ”Software”) in any manner.

2. Your Users

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 Eddy subscriptions for each individual Authorized User. All use of Eddy, including any third party exercise of your rights hereunder, is subject to these Eddy Terms. You remain responsible for any breach of these Eddy Terms by your Authorized Users.

3. Privacy

By accessing and using Eddy, you expressly acknowledge and accept Unity’s Privacy Policy.

4. Types of Eddy Subscriptions

Eddy Software is  provided under the following different subscription terms:

        4.1 Temporary Evaluation subscription

        Temporary 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         Eddy Software, or you must immediately delete and destroy or return to Unity all copies of Eddy         Software in your possession or control (see section 8 Termination).

        4.2 Eddy (Individual Seat License)

        A single seat license of the Software that may be installed and used on only one workstation,         and by one individual. This license may be purchased in either Node-Locked or Floating form         (different License Fees apply to each form).

        4.3 Rendernode Seat License

        A single seat license of the Software that permits use of the Software for rendering purposes on         one computer without a user and in a non-interactive way. The Software may not be installed on         a workstation or in a user-interactive capacity. This license may be purchased in either                 Node-Locked or Floating form as defined below (different License Fees apply to each form).

                        4.3.a Node-Locked License.

                        If you have acquired a node locked subscription you have the right to:

• Install the object code version of the Software on one PC        
• Use the Software as permitted by these Eddy Terms on one PC

                        4.3.b Floating License.

                        If you have acquired a floating subscription, the Software may be installed in object                         code on         multiple devices and shared globally among multiple         Eddy  users, subject to                         the following: the number of concurrent Eddy users may not, at any given time, exceed                         your total number of Eddy floating license subscriptions (whether such users are using                         the Software offline or on a dedicated basis or otherwise).

        4.4 Player Seat

        A single seat license of the Software that may be installed and used on only one workstation,         and by one individual. This license enables you to open and view a file created by the Software,         but not to create, modify, save, or otherwise deal with the file. This license may be purchased in         either Node-Locked or Floating form (different License Fees apply to each form).

        4.5 Interim License

        A one-off 30-day limited license of the Eddy (Individual Seat License) that may be used by you         in accordance with these Additional Terms until payment of the License Fee. If you have not paid         the full License Fee on or prior to the expiry of that 30-day period, the Software will                 automatically cease to function.

5. License

1. Except as otherwise set out in this Section 5, Unity retains all right, title and interest in and to the Eddy Software. Unity reserves all rights not expressly granted to you in these Eddy Terms.  Subject to your compliance with these Eddy Terms and payment of all applicable subscription fees, Unity grants you a non-exclusive, non-transferable, non-sublicenseable and perpetual license to use in machine readable (object code) form the Software and the Documentation on the terms and conditions of these Additional Terms.

2. You must only possess and use a single copy of the Software for each License Key paid for by you.

3. To the extent that your personnel use the Software, you must procure their compliance with these Additional Terms. A breach of these Additional Terms by any of your personnel is deemed to be a breach of these Additional Terms by you.

4. Third party software may be required for the proper operation of the Software. You are responsible for procuring the licenses to use that third party software at your expense.

5. You are responsible for:

1. obtaining all permissions, consents, and licenses that are required for you to use the Software; and

2. ascertaining and ensuring that your use of the Software complies with all applicable local, national, and international laws.

6. Your use of the Software is subject to you being issued a valid License Key to be used in conjunction with the Software. You will not be able to use the Software without the License Key. Each License Key (and the resulting license under clause 5) is either Node-Locked or Floating. You are responsible for procuring the correct License Key for your requirements.

6. Support

1. Unity will provide you with Support, provided that you have:

3. paid all Support Fees due and payable (and, to avoid doubt, where you cease the provision of, but later seek to reinstate, Support, you must pay all outstanding Support Fees that would have been due and payable had the Support continued);

4. maintained a proper operating environment for the use of the Software in accordance with any guidance from Unity, including in the Documentation; and

5. complied with these Additional Terms and the Documentation.

2. Support Fees are due and payable annually in advance, provided that the Support Fee for the 12 month period from the License Start forms part of the License Fee and no further Support Fee is payable for that 12-month period.

3. Support comprises the following. Where you consider on reasonable grounds that there is a failure of the Software to materially perform in accordance with the Documentation (the “Issue”), Unity will:

        a.        provide online and email support in the form of consultation, assistance and                         advice in relation to the Issue; and

        b.        use reasonable efforts to assist in the resolution of the Issue (taking into                         account the nature and severity of the Issue)

6.4        The provision of Support by Unity under section 6.3 is conditional on you:

6. first using reasonable efforts to resolve the Issue by referring to the Documentation; and

7. contacting Unity using the support contact details published on its website.

6.5        Nothing in these Additional Terms requires Unity to provide Support where the support is required as a result of infringing these Eddy Terms or Unity Terms of Services.

6.6        Either party may terminate Support on 30 days’ notice, provided that where you exercise this right, Unity is not required to refund any proportion of the Support Fee.

7. Restrictions

Except as expressly specified in these Eddy Terms, you may not:

• copy  (except making a single copy for your own back-up purposes, such back-up copy to be stored in a secure location and provided that the back-up copy is not used to circumvent the terms of these Additional Terms), reproduce, translate, decompile, reverse-engineer, resell, lend, modify, enhance, vary, sub- license, create derivative works or otherwise deal in the Software (including any License Key) or the Documentation except i. as expressly provided for in these Additional Terms; or ii. to the extent expressly permitted by law;
• make available, timeshare, outsource, or act as a service bureau or application service provider in respect of the Software and the Documentation (whether or not any charge is made);
• transfer, assign, export or otherwise deal with or grant a security interest in the Software, the Documentation, or your rights under these Additional Terms;
• distribute, transfer, sublicense, sell, lease, lend, rent or otherwise provide access to the Software and the Documentation  to any third party; or
• use the Software for competitive analysis or to develop a competing product or service.

8. Term and Termination

This Agreement will remain in full force and effect while you use Eddy Software. You hereby acknowledge and agree that the Agreement commenced on the date you accepted the Agreement, and will remain in full force and effect while you use the Software, unless earlier terminated in accordance with the Agreement.

Subscriptions will remain in effect for the subscription period specified in your License and thereafter will automatically renew at the then-current list price, unless you or Unity terminate or cancel it, as applicable. For clarity, subscriptions for Eddy are not refundable. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

4. In the event of any suspension, disablement or termination, you acknowledge that: (i) Unity will have no further obligation to provide the Eddy software to you; (ii) all rights granted to you under the Agreement will immediately cease. If Unity suspends, disables, or terminates due to your breach of this Agreement, you will also remain liable for any remaining amounts owing for the entire term of your subscriptions. Any suspension, disablement or termination will not affect your obligations to Unity (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, disablement or termination.
5. Termination of these Additional Terms does not affect clauses which by their nature are intended to survive termination, including Sections 3, 9, and 10.

9.        Governing Law and Jurisdiction

9.1 These Eddy 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.

9.2 Except as set forth below in Section 9.4, any dispute arising out of or in connection with the Eddy Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.

9.3 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.

9.4 Notwithstanding Section 9.3, 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.

10.        Additional Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with a party.

“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.

“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, and in connection with, these Additional Terms. To avoid doubt, the Software and Documentation are Unity’ Confidential Information.

“Documentation”means the user and technical documentation for the Software generally provided by Unity (if any) at the time of purchase of the Software, and includes any update of the documentation provided as part of the Support.

“Fees” means the License Fees, Support Fees, and/or any other fee due and payable under these Additional Terms.

“Floating” means the license is limited to use on a workstation or computer with a network connection to a particular license server, as defined in Section 4.3.b.

“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.

“License Fee” means the one-off license fee payable by you for the License Type purchase by you, as may be updated from time to time by UnityVortechs. A License Fee is payable per License Type and on a per seat basis (i.e. per License Key).

“License Key” means a product key supplied by UnityVortechs that enables you to install a single instance of the Software.

“License Start” means the date that you first download the Software.

“License Type” means the license type purchased by you for your use of the Software, which will one of the types listed in Section 4.

“Node-Locked” means the license is limited to use on a single workstation or computer as defined in Section 4.3.a

“Software” means the EddyForNuke software supplied to you by Unity, including any Update or any new version of the Software made available on payment of an additional fee.

“Support'' means the support services described in Section 6.3.

“Support Fee” means the annual fee payable in advance for the provision of the Support.

“Unity” means Unity Software Inc., a Delaware corporation, together with its subsidiaries and other Affiliates.

“Update” means a new version of the Software released to you by Unity and intended to provide bug fixes and resolve other technical issues without providing new features or additional functionality.

“you” or “your” means you, or, if Section 2 applies, both you and the other person on whose behalf you are acting.