Store License

Summary

Here's an overview of what each license allows for to make it easy to pick what you need:

This is a license authorizing you, your Client, or company if you are using the Website on their behalf, to license, download and use the Content according to the terms below. No others (including independent contractors) may access your account or use the Content licensed through your account without the express written permission of MUI. Please note that downloading this Content constitutes your acceptance of this license and your agreement to be bound by the terms herein.

1. Definitions

• "MUI" means Material-UI SAS, a legal entity located at 128 Rue La Boétie 75008 Paris, France.
• "Content" means source code, photos, images, vectors, moving images, animations, films, videos, audiovisual works, or other media together with all associated metadata.
• "Website" means the service and https://mui.com/store/ and related websites and services.
• "You" and "your" refer to a single living person or a single legal entity such as a business or non-profit group.
• "End Product" means the final product in which the Content is used for.
• "End User" means the person using the End Product.
• "Client" means one entity you are transferring your license to in exchange for your service. For example, you can be a freelancer who purchases one Extended License to then transfer it to your Client. This Client can then use your derivative work to serve its End Users.

2. Content licenses

MUI hereby grants you a non-exclusive, royalty-free, perpetual, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce the Content worldwide, for the duration of protection of the licensed intellectual property rights, as expressly permitted by the applicable license and subject to the limitations set forth herein:

2.1. Standard License

1. The Standard License grants you a right to make use of the Content you have purchased.
2. You are licensed to use the Content in one End Product for yourself or for one Client (a "single application"), and the End Product can be distributed for free.

3. You can ✅

   • Use the Content in one End Product for yourself.
   • Use the Content in one End Product for a Client, transfer that End Product to your Client, charge them for your services. The license is then transferred to the Client.
   • Modify the Content or combine the Content with other works to make a derivative one. The result is subject to this license. This clause applies to extracting single components from the Content and using it in derivative works as well.

4. You cannot ❌

   • Use the Content in an End Product that is "sold" (one or multiple paying End Users).
   • Use the Content in more than one unique End Product. This license is a "single application" license and not a "multi-use" license. You must purchase additional licenses for the same Content if you intend to use the same Content for the benefit of another End Product.
   • Use your license for more than one organization. For instance, as a development agency you can only transfer your license to one customer.
   • Re-distribute the Content's source, modified or not.
   • Use the Content in any application allowing an End User to customize the Content, like "build it yourself" or "theme generators". You can purchase separate licenses for each final product incorporating the Content that is created using the application.
   • Allow the End User of the End Product to access the Content's source and use it separately from the End Product.
   • If the Content contains code, images, or content sourced from elsewhere under a different license, that item retains its original license. The license for such code, images, or content will be noted by the Content author. You are responsible for adhering to the original license or clearing it with the author of the code, image, or content.
   • This license can be terminated if you breach it, and you will lose the right to distribute the End Product until the Content has been fully removed from it.
   • The author of the Content retains ownership of the Content, but grants you the license on these terms. This license is between the author of the Content and you. MUI is not a party to this license or the one granting you the license.

2.2. Extended License

1. The Extended License grants you a right to make use of Content you have purchased.
2. You are licensed to use the Content in one End Product for yourself or for one Client (a "single application"), and the End Product may be sold or distributed for free.

3. You can ✅

   • Use the Content in one End Product for yourself
   • Use the Content in one End Product that is "sold" (one or multiple paying End Users), e.g. a SaaS web service with a monthly subscription fee.
   • Use the Content in one End Product for a Client, transfer that End Product to your Client, charge them for your services. The license is then transferred to the Client.
   • Modify the Content or combine the Content with other works to make a derivative one. The result is subject to this license. This clause applies to extracting single components from the Content and using it in derivative works as well.

4. You cannot ❌

   • Use the Content in more than one unique End Product. This license is a "single application" license and not a "multi-use" license. You must purchase additional licenses for the same Content if you intend to use the same Content for the benefit of another End Product.
   • Use your license for more than one organization. For instance, as a development agency you can only transfer your license to one customer.
   • Re-distribute the Content's source, modified or not.
   • Use the Content in any application allowing an End User to customize the Content, like "build it yourself" or "theme generators". You can purchase separate licenses for each final product incorporating the Content that is created using the application.
   • Allow the End User of the End Product to access the Content's source and use it separately from the End Product.
   • If a Content contains code, images, or content sourced from elsewhere under a different license, that theme retains its original license. The license for the code, images, or content will be noted by the Content author. You are responsible for adhering to the original license or clearing it with the author of the code, image, or content.
   • This license can be terminated if you breach it, and you will lose the right to distribute the End Product until the Content has been fully removed from it.
   • The author of the Content retains ownership of the Content, but grants you the license on these terms. This license is between the author of the Content and you. MUI is not a party to this license or the one granting you the license.

2.3. Design License

This license is only available for the design kits: Figma, Sketch, Adobe XD. For the purpose of this section, an editor is a person that uses the design assets directly or indirectly in the creation or modification of UI designs.

1. The Design License grants you a right to make use of Content you have purchased.
2. You are licensed to use the Content for an unlimited number of End Products. The End Products may be sold, or distributed for free.
3. Required quantity of licenses. The number of licenses purchased must correspond to the maximum number of editors working concurrently in a 24 hour period. An editor is a person contributing changes to the designed screens that use the Content. No licenses are required for viewing designs containing the Content.

4. You can ✅

   • Publish the Content in your team's library and use it within your organization if you purchase as many licenses as editors. No licenses are required for viewing designs containing the Content.
   • Create any number of End Products for Clients, transfer that End Products to your Client, charge them for your services.
   • Sell and make any number of copies of the End Products. This is a "multi-use" license.
   • Modify the Content or combine the Content with other works to make a derivative one. The result is subject to this license. This clause applies to extracting single components from the Content and using it in derivative works as well.

5. You cannot ❌

   • Use the Content for more than the number of licensed editors. This license is a "per-seat" license. You must purchase additional licenses for the same Content if you intend to use it for the benefit of another editor, for example another designer in your team.
   • Re-distribute the Content's source, modified or not, even if the Content is modified.
   • Use the Content in any application allowing an End User to customize the Content, like "build it yourself" or "theme generators".
   • Allow the End User of the End Product to access the Content's source and use it separately from the End Product.
   • This license can be terminated if you breach it, and you will lose the right to use it, or any work created with it.

2.4. Restrictions on use of content

You may not:

1. Use Content other than as expressly provided by the license you purchased with respect to such Content.
2. Use any Content in a pornographic, defamatory, or deceptive context, or in a manner that could be considered illegal.
3. Resell, redistribute, provide access to, share, or transfer any Content except as specifically provided herein. For example, and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a "gallery" of Content through which third parties may search and select from such Content.
4. Use Content in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.

3. Warranties and representations

1. MUI warrants and represents that:
   1. Content authors have granted MUI all necessary rights in and to the Content to grant the rights set forth in Part II.
   2. Content in its original unaltered form and used in full compliance with this license agreement and applicable law, should not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any French law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
2. While MUI makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions. MUI makes no warranties and/or representations regarding any descriptions. for the sake of clarity, mui will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions.
3. MUI makes no representations or warranties whatsoever other than those expressly made in this "Warranties and representations" section.

4. Indemnification and liability

1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with MUI, MUI will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to User's direct damages arising from a third-party claim directly attributable to MUI's breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys' fees). Indemnification is conditioned upon you notifying MUI, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of all correspondence received and/or sent in connection with the claim). The notification must be emailed to MUI at legal@mui.com, with a hard copy to MUI, 128 Rue La Boétie 75008 Paris, France, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient's signature required. MUI shall have the right to assume the handling, settlement, or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with MUI in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that MUI is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to MUI having a reasonable opportunity to analyze such claim's validity.

   1. MUI shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
   2. Limits of Liability: MUI's total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each shall be USD 1,000.
   3. If you have questions about the foregoing, please contact customer support via support@mui.com

2. You agree to indemnify and hold MUI, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by this license agreement. You further agree to indemnify MUI for all costs and expenses that MUI incurs in the event that you breach any of the terms of this or any other agreement with MUI.

5. Additional terms

1. If MUI is required to collect indirect taxes (such as sales tax, value-added tax, goods and services tax) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where MUI or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
2. Upon notice from MUI or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which MUI may be liable, or if MUI removes any Content for any reason and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. MUI shall provide you with comparable Content (which comparability will be determined by MUI in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this license agreement.
3. "Non-transferable" as used herein means that except as specifically provided in this license agreement, you may not sell, rent, loan, give, sublicense, or otherwise transfer to anyone, Content, or the right to use Content.
4. If you transfer your license to the Content to your Client, you should disclose the identity of this Client to MUI, upon MUI's reasonable request.
5. This agreement is subject to French law. Any dispute between you and MUI, whether in relation to the formation, performance, interpretation, validity, termination or rescission of this agreement, including conservatory proceedings, emergency proceedings, summary proceedings, appeal, petition or multiple defendants, shall be within the jurisdiction of the Paris Court of Appeal.
6. This license agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This license agreement is governed by and shall be construed in accordance with French law, without respect to its conflict of laws principles.
7. If you are entering into this license agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to MUI for any breaches of the terms of this license agreement.
8. You hereby grant MUI a worldwide, non-exclusive, limited license to use your trademarks in MUI's promotional materials, including a public customer list. MUI's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to MUI and shall at all times inure to your benefit. MUI agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by MUI of your email request to legal@mui.com.
9. If any individual term of this license agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this license agreement, so that this license agreement shall otherwise remain in full force and effect.
10. It is expressly understood and agreed that this license agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this license agreement as to third parties.
11. In the event that you breach any of the terms of this or any other agreement with MUI, MUI shall have the right to terminate your account without further notice, in addition to MUI's other rights at law and/or equity. MUI shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
12. Except as expressly set forth herein, MUI grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in the Content, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Content.
13. MUI's liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject Content is licensed or used by you.
14. Except as specifically provided in Part IV hereof, in no event, will MUI's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Website and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by MUI from you for the applicable Content license.
15. Neither MUI nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, MUI's breach of this agreement, or otherwise, unless expressly provided for herein, even if MUI has been advised of the possibility of such damages, costs or losses.
16. Except as expressly set forth in Part III, all Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance. You are solely responsible for obtaining any additional clearances thereby required.
17. MUI does not warrant that the Content, Website, or other materials will meet your requirements or that use will be uninterrupted or error-free. The entire risk as to the quality, performance, and use of the Content is solely with you.
18. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting the Website, MUI will promptly file a complaint with the local authorities for prosecution.

Last update: Nov 27th, 2021.