This License Agreement is a public offer.
This License Agreement, concluded by expressing consent (acceptance) of this offer - by a click-wrap agreement, this License Agreement does not require bilateral signing and is valid in electronic form.
A click-wrap agreement is a legal agreement used for software programs or online services, for which a User/Developer indicates acceptance by selecting a particular icon "V" before they are given access.
This UNIGINE 2 Sim Subscription End User License Agreement ("Agreement") is a legal contract between you, either an individual or legal entity acting through its duly authorized representative (“Developer”), and UNIGINE HOLDING S.à r.l. (“UNIGINE”).
UNIGINE GRANTS THE DEVELOPER A LICENSE TO USE UNIGINE 2 Sim (“SOFTWARE”) AND ONLINE SERVICES UNDER THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE MAKING CLICK-WRAP.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS LICENSE AGREEMENT, DO NOT GIVE YOUR CONSENT TO ITS LICENSE AGREEMENT BY CLICK-WRAP AND REFUSE TO ENTER THE TRANSACTION.
UNIGINE AND/OR ITS AFFILIATES OWN ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE AND ONLINE SERVICES. THE SOFTWARE AND ONLINE SERVICES ARE COPYRIGHTED AND LICENSED TO THE DEVELOPER UNDER THIS AGREEMENT, NOT SOLD TO THE DEVELOPER.
IN ANY CASE, WHATSOEVER UNIGINE SHALL BE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT.
TERMS AND DEFINITIONS
The terms and definitions described below are to be used in this Agreement as well as in the course of the use of the Software and UNIGINE’s Online Services:
А) Software – a software development kit (SDK), which enables the Developer to create Final products and includes the following main software components (including updates, upgrades and other modifications of software components, developed and made available at the discretion of UNIGINE):
i) Engine — a core software component, among other tasks, providing real-time 3D visualization, consisting of Runtime components in the form of Release builds and Debug builds in object code format. It also includes an application programming interface (API);
ii) Tools — a set of programs (including, but not limited to, a visual editor UnigineEditor) intended for the development of Final products in the formats compatible with the Engine;
iii) Samples — a collection of source and content files representing brief examples of the use of the Engine functions, they do not constitute a fully self-contained or a fully functional product and are used as examples;
iv) Demos — fully self-contained or fully functional products, which also include the Content intended and provided solely for demonstration of Engine’s features and its proper use.
v) Content — everything included in the Demo project except for the object code (including, but not limited to, graphics, audio and text materials, digital models).
Documentation, containing a set of text and visual materials describing the features and functions of the Engine and Tools, principles of their operation and Final product development as well as recommendations for Final product optimization, is supplied to the Developer along with access Software.
Online access to the Software with the use of UNIGINE’s Online Services or access with a Hardware Key is granted for the period determined by the corresponding Subscription purchased by the Developer (“Subscription Term”).
Under this Agreement, within a period of the Subscription term, UNIGINE shall provide the Developer with the access to the Software updates within Major Release within the Edition and undertake the reasonable efforts to update the Documentation correspondingly.
B) Edition — a variant of the Software, having a different set of features. The current Edition of the Software available, according to the terms and conditions of this Agreement, with the “Subscribe” button active, is UNIGINE 2 Sim SDK.
C) Major release — all releases of the Software having the same first number in version number. Software releases with different first numbers of the version number are different Major Software releases. Software releases with different second and/or third numbers of the version number are different Minor releases of the same Major release. Updates/modifications to the Software are made available to the Developer at the discretion of UNIGINE as Minor releases.
D) Seat — use of the Software by a single Developer at a single moment. The Parties hereby agree that each Developer has a right to access the purchased Software Edition using its credentials for the Online Service (administrator’s account). In case if the purchased current Edition of the Software allows for multiple users (Developer’s employees) using the Software, the Developer may create several accounts according to the number of such users for accessing the Software and UNIGINE’s website on the following subdomain: https://developer.unigine.com/. The number of users (employees) of the Developer allowed to use Software at the same time is limited to the number of Seats for the purchased current Edition of the Software. In this respect, the Developer shall solely bear full responsibility according to this Agreement.
E) Developer — a user of the Software and UNIGINE’s Online Services, developing Final products. The Parties hereby agree that the Developer is not a consumer in terms of Consumer Protection Legislation and the Software is not intended for use only for personal, home and other purposes unrelated to business.
F) Final product — a specialized software solution, developed using the Software and including a part of Release builds of the Engine. Such inclusion shall entail no alienation of rights to the Release build of the Engine, Engine components and Engine as a whole, such components can be used as a part of a Final product with the restrictions imposed by this Agreement. Inclusion of Tools, Documentation, Debug builds as well as any source code from the Software is prohibited. The Final product shall contain no more than 50% of the Content of each separate Demo project. A Final product may also include Developer’s content. Developer’s content means any other content, which is not a part of the Software. UNIGINE’s scope of responsibility does not include the Developer’s content.
According to this Agreement, any software created by the Developer (at any development stage) as of the date of expiry of the Subscription Term shall be considered as a Final Product. All End Products as of the date of expiry of the Subscription Term shall remain available for use by the Developer after the expiry of the Subscription Term, subject to limitations and restrictions contained herein.
G) End-user — a person using the Final product on any legal basis.
H) UNIGINE’s Website — website of the unigine.com domain, as well as other subdomains of the unigine.com domain.
I) Personal Account – personal section of the UNIGINE’s Website, to which the Developer gains access after signing up and/or signing in to UNIGINE’s Website. To create a subscription the Developer should sign up and receive user credentials (login, password) to sign in to a Personal Account. Later, as the subscription is created and this Agreement is concluded, the Developer gains the right to manage subscriptions via the Personal Account services. The Personal Account is also used to store information on Developer’s subscriptions and employees using the Software and/or UNIGINE’s Online Services, receive notifications and messages from UNIGINE, manage the system’s functionality regarding the use of the Software and UNIGINE’s Online Services, as well as to perform other actions and receive additional information under this Agreement and/or under other terms of service for other UNIGINE’s services. More detailed information on the functionality of the Personal Account is available at UNIGINE’s Website on the following subdomain: https://developer.unigine.com/.
J) UNIGINE’s Online Services — UNIGINE’s software and hardware, access to which is granted to the Developer via the UNIGINE’s Website during the Subscription Term. UNIGINE’s Online Services also include Personal Account as well as other services of UNIGINE’s Website on the following subdomain: https://developer.unigine.com/.
K) Subscription Term – period of time determined by the terms and conditions of the current Edition, starting from the date of receiving information on the Developer’s payment for the subscription by UNIGINE and sending a subscription activation letter with account credentials to the Developer (granting access to the Software and UNIGINE’s Online Services), as described in section 1.1 of this Agreement.
L) Visual Channel - use of runtime components of Software on one (1) Computer, which can be protected with an individual Hardware Key.
M) Hardware Key - hardware content protection device that ensures legal use of Software. At the same time, online access to the Software with the use of UNIGINE’s Online Services is available too.
1. The subject of Agreement.
1.1. Granting the right to use the Software and Online Services.
1.1.1. UNIGINE hereby grants to the Developer, and the Developer accepts, a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement), license to use the Edition of the Software at the moment of payment for the subscription of Major release of Software, selected by the Developer when creating a subscription by filling in an application form at the UNIGINE’s Website, in machine-readable, object code form only, as an installation package intended for the development of Final products on a number of Seats, to the extent, and using methods, permitted by this Agreement during the Subscription Term. All rights not expressly granted to the Developer by this Agreement are reserved by UNIGINE. The Software and/or UNIGINE’s Online Services under this Agreement can and are permitted to be used only in the online mode (i.e. constant Internet access is required).
1.1.2. The aspects of providing Internet access, as well as data transfer and telematic services to the Developer are not governed by the terms and conditions contained herein. The Developer is solely responsible for maintaining continuous Internet access.
1.1.3. This Agreement also determines the level of service, technical specifications, as well as terms of use of the Software and UNIGINE’s Online Services.
Rights and methods of use of the Software and UNIGINE’s Online Services not expressly granted/permitted to the Developer herein are considered not granted/prohibited by the right holder.
1.1.4. Transfer of rights to use the Software and UNIGINE’s Online Services is performed by granting access according to the following procedure: sending account credentials (login, password) and/or network address, providing access to the Software, to the email address provided by the Developer when creating a subscription by filling in an application form at the UNIGINE’s Website or signing up for a Personal Account. The Developer may also gain access to a download link to an installation package (setup file) of the Software in machine-readable form (object code only).
1.1.5. Access to the Software and UNIGINE’s Online Services is deemed to be granted to the Developer since the start of the Subscription term, regardless of the moment when the Developer performed account(s) activation and started using the Software and/or UNIGINE’s Online Services.
1.1.6. At the moment of granting access UNIGINE grants, and the Developer accepts the right to use the Software and/or UNIGINE’s Online Services, even in case if the Software and/or UNIGINE’s Online Services were not actually used afterward in any form whatsoever during the whole Subscription Term.
1.1.7. Services rendered by UNIGINE to the Developer by UNIGINE’s Online Services are deemed to be delivered from the moment of providing the Developer with the ability to use the functionality of the Software and/or UNIGINE’s Online Services through creating an account in UNIGINE’s internal account database and granting access to it during the corresponding time period.
1.1.8. The Developer has the right to view information on ordered and purchased Editions and contents thereof, as well as on terms of granting access to the functionality of UNIGINE’s Online Services under the Agreement concluded.
1.1.9. Upon granting access (delivery of services) UNIGINE makes an initial document available for viewing in the Developer’s Personal Account or sends it to the Developer’s email address in electronic form. The Parties acknowledge and irrevocably agree that all information required to fill the initial documents is taken from the data stored in UNIGINE’s internal account database. In case, if by the 10 (tenth) day of the month following the date of granting access UNIGINE does not receive any objections from the Developer regarding the initial document, services delivered by UNIGINE are considered accepted by the Developer. In this case the initial document, signed by UNIGINE, comes into full force and effect. Upon a request from the Developer, UNIGINE may provide the initial document in the form, provided for by the requirements to internal documentation, as well as documents for tax purposes (hard copy). Non-receipt of the initial document by the Developer either in hard copy and/or electronic form does not excuse or exempt the Developer from payments under this Agreement.
1.1.10. To create a subscription the Developer should sign up to UNIGINE Website on the following subdomain: https://developer.unigine.com/, and receive user credentials (login, password) to sign in to a Personal Account.
1.2. Edition and versions of the Software.
The Software under this Agreement also means all updates, upgrades, improvements, enhancements, modifications, bug fixes, amendments and add-ons to the Software made by UNIGINE and made available to the Developer via electronic communication channels (including, but not limited to UNIGINE’s website) as Minor releases. Detailed terms and conditions of use of current Edition selected by the Developer to the extent not covered by this Agreement are available on the UNIGINE’s website (names of Editions may be changed).
2. Payments under the Agreement. Taxes.
2.1. General payment terms.
2.1.1. The Software and UNIGINE’s Online Services are delivered to the Developer on a subscription basis, during a certain selected term and purchased current Edition. After the expiry of the paid term, the Developer should make the next payment in order to use the Software and UNIGINE’s Online Services (subscription fee, subscription payment).
2.1.2. The amount of the subscription fee is determined by UNIGINE under UNIGINE’s prices as of the date of payment for the corresponding subscription.
2.1.3. Payment is made by means of transfer of 100% of the amount of the subscription fee for the corresponding Edition to UNIGINE using any payment service provider from the ones listed on the UNIGINE Website.
2.1.4. After signing up and/or signing in to the Personal Account and selecting current Edition to create a subscription for (and clicking the “Subscribe” button) the Developer shall be redirected to the payment section of the UNIGINE’s Website on the following subdomain: https://payment.unigine.com/. After selecting the desired number of Seats, purchase method (subscription), and payment amount, and viewing necessary documents, and clicking the “Pay“ button, the Developer is redirected to the website of the selected payment service provider to complete the payment.
2.1.5. UNIGINE shall not be liable in any manner whatsoever to the Developer in case of an incorrect number of Seats, Edition or other parameters specified by the Developer after clicking the “Pay” button and/or payment processing.
2.1.6. All sales are final and there shall be no refunds except as required by law. Further, UNIGINE will not allow changes to the purchase after the Developer completes it.
2.1.7. UNIGINE may disable all copies of the Software and/or the Developer’s access to any UNIGINE’s Online-services the Developer has subscribed to in the event the Developer fails to make all payments when due.
2.2. Moment of payment.
The Developer is deemed to have fulfilled its payment obligations under this Agreement from the moment of receiving information on a payment made by the Developer for the corresponding subscription by UNIGINE from a payment service provider, acting on the basis of an agreement with UNIGINE. Most likely such notification will be received by UNIGINE within 2 (two) working days from the moment of payment (not including holidays and weekends). This period may be shorter or longer depending on the rules and procedures of a particular payment service provider.
2.3. Payment account management. Payment-related claims.
2.3.1. UNIGINE does not technically accept or process Developer’s payments, this functionality is provided by the payment service provider that UNIGINE has signed an agreement with. All actions regarding payments and processing thereof fall under the responsibility of the Developer or a payment service provider.
2.3.2. When making a payment, the Developer shall follow the instructions of the payment service provider regarding payment procedure and billing methods. UNIGINE shall not be responsible in any manner whatsoever for the Developer’s adherence to payment procedure, terms, and conditions.
2.3.3. Personal Account at the UNIGINE’s Website does not contain information on Developer’s payments and payment account status. The Developer shall solely be responsible for monitoring the status of an account held at a certain payment service provider.
2.3.4. The procedure of adding funds to the Developer’s payment account, as well as billing methods and payment terms and conditions, are governed by rules and policy of a particular payment service provider.
2.3.5. UNIGINE shall not provide the Developer with any explanations regarding rules and procedures of using payment systems, neither shall it pay any compensation to the Developer for any amounts paid under this Agreement in case if such payments were made with any violation of rules and policies of payment systems and as a result were not received by UNIGINE.
UNIGINE at its own discretion, when possible, can advise the Developer on using certain payment methods. However, the Developer hereby accepts and agrees that in the majority of cases UNIGINE has no opportunity to provide the Developer with a detailed clarification regarding the use of payment methods.
2.3.6. All questions regarding recovery of any payments made by mistake or with any violation of rules and policies of payment systems are to be addressed directly to the corresponding payment service providers.
2.3.7. Payment for the license (granting the right to use) under this Agreement does not include the sum of any applicable taxes and duties whether national, state or local, however, designated under the laws of a region or state where any of the parties to this Agreement is registered.
2.3.8. Each payment under this Agreement is free from any withholdings or installments of such taxes and duties. In case if any deduction or withholding is levied or imposed on payments under this Agreement at the location of the Developer, such payments shall be increased to an amount of such deduction or withholding.
3. Scope of use and restrictions.
3.1. The Developer may use their account and a copy of the Software on a single or several workstations (depending on the purchased Subscription) during the Subscription Term only. Any Final product developed using the Software and UNIIGNE’s Online Services can be used by the Developer after the expiry of the last subscription.
3.2. This Agreement enables the Developer to use the Software and UNIGINE’s Online Services under the terms and conditions of the current Edition according to this Agreement.
3.3. Under this Agreement the use of the Software and UNIGINE’s Online Services means granting the Developer the rights to:
a. develop Final products using the Software and Online Services;
b. include a part of Release builds of the Engine (object code of the Engine’s Release build) and Demo projects as a part of the Final product to the extent permitted by this Agreement;
c. distribute the object code of the Engine’s Release build as a part of the Final product;
d. use the Software by a single Developer per each Seat (depending on the purchased subscription);
e. use the software on a number of Seats limited by the purchased subscription provided that the number of users (Developer’s employees) working with it simultaneously does not exceed the limit set for current Edition;
f. use UNIGINE’s Online Services in accordance with procedures set forth in this Agreement and rules (documentation) for each specific service;
g. receive updates of the Software and Documentation as well as technical support as contemplated by this Agreement.
3.4. Under this Agreement, the Developer is prohibited from:
a. distribution of the Software (or its part) in any form whatsoever, including the transfer of the Developer’s account credentials to a third party;
b. complete or partial sublicensing of the Software in any form whatsoever (except as it is permitted by this Agreement) as well as transferring rights to use UNIGINE’s Online Services to a third party;
c. distribution (as a part of Final products) of Debug components as well as other components that are not permitted to be used as a part of the Final product under this Agreement including the distribution of the application programming interface (API);
d. reverse engineering and other actions with the Software aimed at obtaining information about the implementation of algorithms used in it, creating derivatives or modifications using or based on the Software except for the cases of the legal use of parts of the Software under the terms and conditions of this Agreement;
e. performing activities aimed at complete or partial copying of the Software (emulation, decompiling, disassembly, decoding, modification and other similar actions with the Software, except as expressly permitted under this Agreement);
f. leasing or renting the Developer’s rights regarding the Software and Documentation under this Agreement;
g. publication of the Software and/or UNIGINE’s Online Services in the public domain including the transmission of a copy of the Software or any of its components over the Internet, granting access (including terminal access) to the Software and/or UNIGINE’s Online Services to several users simultaneously unless explicitly permitted by the purchased subscription;
h. performing any actions which present or may present a threat to the normal operation of UNIGINE’s website.
3.5. Under this Agreement when using the Software, UNIGINE’s Online Services and developed Final products the Developer shall:
a. include the phrase “powered by UNIGINE Technology” in the documentation to Final products;
b. ensure that the website providing access to the Final product (if any) contains the word “UNIGINE“ with the hyperlink to UNIGINE’s website on the following domain: https://developer.unigine.com/;
c. grant UNIGINE the right to mention the Developer (a person or a legal entity), the Developer’s End-users as well as Final products in the UNIGINE’s press and marketing materials (including trademark and/or trade name, UNIGINE/Developer name, Final product name);
d. ensure that the Software and/or UNIGINE’s Online Services are used only by the Developer (and his employees, if specified by current Edition) – without the right to engage a third party; any assignment of this Agreement or any right under this Agreement without the prior written UNIGINE’s consent shall be void.
e. be entitled to enter into agreements with End-users of Final products under the terms and conditions no less restrictive than the ones contained herein concerning Software components included in Final products.
4. Term and Territory.
4.1. The Agreement is effective from the start date of the Subscription term and shall remain valid until the expiration of the last Subscription Term. The subscription shall start from the date of receiving information on the Developer’s payment by UNIGINE and sending a subscription activation letter to the Developer, as described in section 1.1. of this Agreement, and shall remain valid until the expiration of the last Subscription Term unless otherwise provided herein.
4.2. In case the Developer breaches any of the restrictions or other requirements regarding the use of the Software and/or UNIGINE’s Online Services described by the current version of this Agreement available at UNIGINE’s website, UNIGINE reserves the right to restrict the Developer’s use of the Software and/or UNIGINE’s Online Services. UNIGINE shall send a notification to the Developer's address provided while creating a subscription in the Application form or inform the Developer in any other form deemed suitable by UNIGINE. If the breach is not cured within 10 (ten) days upon sending such notification, the Agreement shall be deemed terminated, immediately upon sending such notification, and the Developer shall immediately remove all copies of the Software and desist from using it in any form whatsoever.
4.3. The Developer may terminate this Agreement at any time by uninstalling and removing the Software from the Developer’s computer/device and/or by ceasing to use the Developer’s account(s) as well as by sending a corresponding letter to the following email address: support@unigine.com (in any form). UNIGINE reserves the right to terminate this Agreement without notice to the Developer in case the Developer has breached or fails to comply with any of the terms and conditions described herein.
4.4. UNIGINE shall not be financially liable as well as it shall not be liable for any loss of profit or direct damages due to the termination of this Agreement and shall not refund any fees (either in part or in full) already paid for use of the Software and/or Online Services.
4.5. UNIGINE shall not be liable for any damages or expenses incurred due to the expiration of the Subscription Term. UNIGINE shall not be liable for any damages or harm the Developer as well as third parties have incurred or may incur due to misinterpretation of or a failure to understand the terms and conditions of this Agreement and/or documentation governing the use of the Software and/or UNIGINE’s Online Services.
4.6. There are no territory restrictions regarding the use of the Software and/or UNIGINE’s Online Services, except for the restrictions provided for in clause 10.6 of this Agreement.
5. Updates, replacement, other conditions.
5.1. Under this Agreement, the Developer shall have the right to update the Software by installing Minor releases if and when they are released during the Subscription Term within Edition and Major release of the Software. Thus, the Developer does not purchase the right to replace/modify (through an update or otherwise) the Software within the next Major release and/or other Edition of the Software.
5.2. The Developer agrees that some updates of the Software provided by UNIGINE are obligatory. UNIGINE may inform the Developer about available updates via notifications in the Personal Account or by email. In case if certain updates require the operation of Online Services to be interrupted for maintenance (including access to the Software), UNIGINE shall notify the Developer at least one day before such updates.
5.3. In case of failure to install any such updates, when downloading and installing the Software is required, the Software may function improperly or cease to function completely. In this case, UNIGINE sends a reminder about the obligatory character of such updates to the Developer’s address provided while creating a subscription in the application form or informs the Developer in any other form at the discretion of UNIGINE. After an update or modification of the Software, the current version of the Agreement regarding the modified or updated Software is completely replaced by a new one.
5.4. The Developer is granted:
a. access to the official forum within the Subscription term, however, UNIGINE does not guarantee any fixed time of responding to the Developer’s requests and in case of inappropriate actions performed by the Developer shall be entitled to terminate the Developer’s access at any time at UNIGINE’s discretion.
If payment for another Edition of Software or another Major release of the Software was made within the Subscription term, this Agreement shall be terminated and the relationship between the Developer and UNIGINE shall be governed by the Agreement entered into by UNIGINE and the Developer upon the payment for another Edition of Software or Major release of the Software.
UNIGINE shall do its best to maintain the availability of the Software and UNIGINE’s Online Services on a 24/7 basis (twenty-four hours a day, seven days a week) during the Subscription term, however, it should be taken into account that there are circumstances beyond UNIGINE’s control (operations of Internet providers, etc.).
b. access to on-line Documentation within the term of this Agreement, as well as a guaranteed update within the Edition and Major release of the Software.
6. Intellectual property, confidentiality, and data collection.
6.1. Use Reporting, License Violations, and Remedies.
UNIGINE reserves the right to gather data on IP addresses and other information deemed relevant, to ensure that its products are being used under the terms of this Agreement. Any unauthorized use shall be considered by UNIGINE to be a fundamental breach of this Agreement and will result in immediate termination thereof. UNIGINE also reserves the right to gather crash reports of the Software and UNIGINE’s Online Services. Such reports shall not contain any personal data.
6.2. Proprietary Rights to Software, UNIGINE’s Online Services, and Trademarks.
6.2.1. The Developer acknowledges that the Software and Documentation are proprietary to UNIGINE and are protected under the applicable laws and international copyright and other treaties. The Developer also acknowledges and agrees that, as between the Developer and UNIGINE, UNIGINE owns and shall continue to own all exclusive (including possession, use, and disposal) right, title, and interest in and to the Software and Documentation and UNIGINE’s Online Services, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant the Developer any exclusive property rights to the Software, Documentation and/or UNIGINE’s Online Services, but only a limited right of use that is revocable under the terms of this Agreement.
6.2.2. Any and all trademarks or service marks used by UNIGINE in connection with the Software and/or UNIGINE’s Online Services are marks owned by UNIGINE. This Agreement does not grant the Developer any right, license, or interest in such marks, and the Developer shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
6.3. Confidentiality and data collection.
6.3.1. The Developer shall ensure that the number of Developers (Developer’s employees) using the Software and UNIGINE’s Online Services does not exceed the total number limited by the Edition in use. The Developer shall cooperate with and assist UNIGINE in identifying and preventing any unauthorized use, copying, or disclosure of the Software and/or UNIGINE’s Online Services, Documentation, or any part thereof.
6.3.2. To provide technical support and ensure operation of the Software and UNIGINEs’ Online Services, UNIGINE requests and receives from Developers files containing the data protected and treated by UNIGINE as confidential which may include personal data of the Developer/Developer’s employees.
6.3.3. The Developer hereby expressly grants and shall obtain valid consent of all its employees-users granting UNIGINE the right to transfer, collect, keep, or otherwise process the following personal data and information: first name, last name, position, name of the company, e-mail address, website, ID of a user account at developer.unigine.com, IP-address, release number and Edition of the Software, hardware configuration, operating system version, number of runs of the Software and/or user login operations in order to use the Software and UNIGINE’s Online Services, information about the Developer’s Software settings used and Software usage sessions, for better use of the Software and UNIGINE’s Online Services. This data and information will not be transferred by UNIGINE to any third party in any form. UNIGINE keeps Developer’s data confidential and ensures that all such data including personal data is stored in accordance with the Privacy Policy https://unigine.com/ , and in compliance with the GDPR requirements.
6.4. Third-Party Software.
The Software may include Third-Party Software components. If Third-Party Software has separate software license or attribution requirements, the license terms or other attribution requirements for Third-Party Software components can be found in Documentation. By entering into this Agreement and using Third-Party Software, the Developer is accepting the terms of those licenses.
7. Indemnification.
7.1. The responsibility for violation of this Agreement, the legislation of the user's jurisdiction and international legislation in terms of the rules for using, owning and disposing of the Software lies with the user.
7.2. The Developer will, at the Developer’s own expense, indemnify and hold UNIGINE, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable legal fees (collectively, “Claims”), arising out of any use of the Software by the Developer, any party related to the Developer, or any party acting upon the Developer’s authorization in a manner that is not expressly authorized by this Agreement.
8. Disclaimer.
8.1. THE SOFTWARE, DOCUMENTATION, AND UNIGINE’S ONLINE SERVICES ARE LICENSED "AS IS", AND UNIGINE DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, UNIGINE EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE AND UNIGINE’S ONLINE SERVICES WILL MEET DEVELOPERS REQUIREMENTS NOT STATED IN THE DOCUMENTATION AND THIS AGREEMENT, OR THAT OPERATION OF THE SOFTWARE AND UNIGINE’S ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AS WELL AS THAT ALL ERRORS AND DEFECTS IN THE SOFTWARE AND UNIGINE’S ONLINE SERVICES WILL BE FIXED. DEVELOPER ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE AND UNIGINE’S ONLINE SERVICES TO ACHIEVE DEVELOPER’S INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM USE OF THE SOFTWARE AND/OR UNIGINE’S ONLINE SERVICES. DEVELOPER SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE AND UNIGINE’S ONLINE SERVICES, UNLESS OTHERWISE PROVIDED HEREIN.
8.2. UNIGINE shall not be liable for any consequences resulting from the server maintenance caused by any external factors and/or acts of third persons beyond the control of UNIGINE, force majeure events, etc.
8.3. UNDER NO CIRCUMSTANCES AND NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL UNIGINE BE LIABLE TO DEVELOPER OR ANY AFFILIATED PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF UNIGINE HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.
8.4. In any case, under no circumstances whatsoever UNIGINE shall be liable to an extent exceeding the amount of the subscription fee actually paid to UNIGINE by the Developer for the last 12 (twelve) months, capped by the extent of actual damage suffered by the Developer.
8.5. By accepting this Agreement the Developer shall be fully liable for validity and correctness of the data provided by Developer, including the cases when a third party gains access to the Software and/or UNIGINE’s Online Services through the Developer’s fault. UNIGINE shall not be liable whatsoever in case if a third party gains access to the Software and/or UNIGINE’s Online Services. The Developer must take all necessary measures to prevent the disclosure of the Developer’s account credentials (account credentials of the Developer’s employees or third parties as stated in this section), as well as the use of the Software and/or UNIGINE’s Online Services by any third party.
8.6. In case of a failure to use the Software and/or UNIGINE’s Online Services for a time period exceeding 1 (One) day, the Developer shall send a notice of a claim providing a detailed indication of all conditions and circumstances, as well as the time period during which access was unavailable. In case of admission of such claim, the term of providing access to the Software and UNIGINE’s Online Services according to the purchased Edition shall be increased by the corresponding amount of time, during which access was proven to be unavailable.
9. Content, software and other Developer’s tools.
9.1. When developing a Final product the Developer may use other content, software, and other tools (owned by the Developer or any third party) deemed necessary for this purpose and not being a part of the Software and UNIGINE’s Online Services, provided that such content, software, and other tools are compatible with the functionality of the Software and UNIGINE’s Online Services (hereinafter referred to as the “Developer’s content).
9.2. UNIGINE has no obligation to check or verify the Developer’s content used for the creation of the Final Product, as well as integrity, authenticity, or security of such content or its components, as well as its compliance with the requirements of applicable law. Neither UNIGINE should check if the Developer has all the necessary rights to use such content.
9.3. The Developer adding content to the Final Product shall be fully responsible for the content added and its compliance with the requirements of applicable law.
9.4. In case any third-party claim regarding infringement of any property or moral rights of a third party as well as violations of bans and restrictions imposed by applicable law arises, UNIGINE reserves the right to transfer the Developer’s data to a third party making such a claim regarding the potential infringement or law violation.
9.5. In case of multiple or gross breaches of the terms and conditions of this Agreement and/or applicable legal requirements, UNIGINE reserves the right to block access to the Developer’s account completely, delete it, or otherwise restrict (cease) the Developer’s access to the Software and/or UNIGINE’s Online Services.
9.6. In case if UNIGINE was held liable and/or a penalty was imposed on UNIGINE in respect of infringement of any property or moral rights of a third party as well as a violation of bans and restrictions imposed by applicable law due to the fault of the Developer, the Developer shall be liable to fully indemnify UNIGINE for any losses incurred in such a case. UNIGINE shall not be liable in any manner whatsoever for violations and infringements due to the fault of the Developer, as well as for any resulting damage or losses suffered by the Developer.
10. General terms.
10.1. Governing Law.
This Agreement shall be construed and interpreted under English law. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the appropriate local and international laws. Any dispute, controversy or claim arising out of or relating to this Agreement, including without limitation, the breach, termination, or invalidity thereof, shall, on the written demand of either Party delivered to the other Party, be determined and settled by arbitration under the UNCITRAL Arbitration Rules in effect on the date of this Agreement.
10.2. Severability.
If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
10.3. Names and headings.
The name of this Agreement as well as headings of sections and paragraphs contained herein are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
10.4. Non-waiver.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
10.5. Amendments to the Agreement.
UNIGINE reserves the right to amend this Agreement at any time as it deems appropriate. In the event of any inconsistency between this Agreement and its current version, the current version shall always prevail. The current version is permanently available to Developers on the UNIGINE website. UNIGINE will inform the Developers about amendments to this Agreement or the date of their publication on the UNIGINE website by means of an information letter posted on the official UNIGINE website or in any other way UNIGINE deems appropriate. The Developer undertakes to independently follow the changes in the Agreement and its annexes by periodically reviewing the current version, at least once a month. The Developer is solely responsible for any consequences resulting from failure to familiarize themselves with the Agreement and its annexes. By continuing to use Software after receiving such notification, the Developer accepts all terms and conditions of the current version of the Agreement.
10.6. Restrictions.
UNIGINE and Developers shall comply with all national and international laws and regulations applicable to the Software as well as restrictions concerning End-Users, procedures and regions of end-use, including the ones regarding requirements for personal data processing.
10.7. Entire agreement.
This Agreement constitutes the complete and exclusive agreement between Developer and UNIGINE concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.
10.8. Notifications.
All notifications under this Agreement, unless otherwise provided herein, can be sent by one party to another (1) by email a) to the address provided by the Developer when creating a subscription by filing an application form or in the Personal Account, and b) from the Developer’s address provided by the Developer when creating a subscription by filing an application form or in the Personal Account to UNIGINE’s address specified in Section 10.9 of this Agreement; (2) sending an electronic notification to the Developer via the Personal Account; (3) by post or courier delivery with delivery confirmation.
10.9. Contact information and UNIGINE details.
UNIGINE Website: https://unigine.com/
Should you have any questions, please contact us: licensing@unigine.com
© Unigine Holding S.à r.l., 2024. All rights reserved.
UNIGINE details:
UNIGINE HOLDING S.à r.l.
Legal address: 9bis rue Basse, 4963 Clemency, Luxembourg, Luxembourg.
CEO Denis Shergin
As amended on March 11, 2024.