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MUI X Pro End User License Agreement

IMPORTANT - PLEASE READ THIS END-USER LICENSE AGREEMENT (EULA) CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.

This EULA constitutes a legally binding agreement between you or the business and/or entity which you represent (LICENSEE) and MUI (LICENSOR) for all MUI products included in this distribution/installation and associated documentation (the SOFTWARE).

By purchasing, installing, copying, or otherwise using the SOFTWARE, you acknowledge that you have read this EULA and you agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this EULA.

If you do not agree to any of the terms and conditions of this EULA or if you do not have the legal authority to bind the business and/or entity you are representing to any of the terms and conditions of this AGREEMENT, DO NOT INSTALL, COPY, USE, EVALUATE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE DEVELOPMENT PRODUCT(S).

Definitions

  • "MUI" means Material-UI SAS, a legal entity located at 128 Rue La Boétie, 75008 Paris, France. The entity uses https://mui.com/ as its primary domain.
  • "EULA" is this end-user license agreement.
  • "EFFECTIVE DATE" means the date on which the EULA is made effective. This is the date of your purchase.
  • "SITE" means all websites operated by MUI, including but not limited to https://mui.com/.
  • "the SOFTWARE" shall mean the copyrighted material owned by the LICENSOR, subject to the terms of this EULA.
  • "LICENSEE" is the business and/or entity that you represent.
  • "LICENSED DEVELOPERS" means the LICENSEE's (and any of its Affiliates') employees, workers, and contractors who are authorized by the LICENSEE to develop software products that include the SOFTWARE.
  • "LICENSOR" is the creator and owner of the SOFTWARE, Material-UI SAS.

License

Perpetual license grant

In exchange for the fee owed under https://mui.com/store/items/material-ui-pro/, the LICENSOR hereby grants LICENSEE and its subsidiaries and affiliate(s) (collectively "Affiliates") a license to install and use the SOFTWARE.

The granted license to the LICENSEE and its Affiliates allows a worldwide, perpetual, non-exclusive, non-transferable, sublicensable (subject to restrictions below), royalty-free license, commencing on the EFFECTIVE DATE.

Deployment

LICENSEE may sublicense the SOFTWARE as a part of a larger work containing more than SOFTWARE under a limited license.

LICENSEE shall ensure (and shall procure that its Affiliates shall ensure) that the terms of any sub-license are in writing and are substantially the same and as restrictive as the terms of these EULA (except that the sub-licensee shall not have the right to sublicense its rights).

At no time may LICENSEE include any portion of the SOFTWARE in any application that directly or indirectly competes with it.

For the avoidance of doubt, LICENSEE may not use the SOFTWARE, or any portions thereof, for an application that can be described as a development toolkit or library, an application builder, a website builder, a user interface designer, or any application that is intended for use by software, application, or website developers or designers, or has a similar purpose or functionality, except with the express written agreement of LICENSOR.

Restrictions

The LICENSEE shall not sell, rent, lease, distribute, assign, transfer or encumber rights to the SOFTWARE.

Required quantity of licenses

The number of licenses purchased must correspond to the maximum number of concurrent developers (in a 24 hour period) contributing changes to the front-end code of the applications that use the SOFTWARE.

For the purposes of this requirement: Code that is executed in a browser (JavaScript most of the time) is considered front-end code. Development work carried out during the same calendar day (regardless of timezone) is considered concurrent.

If the LICENSEE has not purchased sufficient licenses, LICENSEE will be required to purchase such licenses as required to comply with the terms of this EULA, at a price determined by LICENSOR, but not to exceed full price. Support will co-terminate with existing licenses.

Third party

You may allow your agents, contractors, and outsourcing service providers (each a "Permitted Third Party") to use the SOFTWARE licensed to you hereunder solely for your benefit in accordance with the terms of this EULA and you are responsible for any such Permitted Third Party's compliance with this EULA in such use. Any breach by any Permitted Third Party of the terms of this EULA will be considered your breach.

Plans

MUI offers different products under different plans and licenses. This EULA covers the Pro and Premium plan of MUI X which does not contain MIT licensed code. The SOFTWARE may have dependencies on MIT licensed code.

Some functionality of the SOFTWARE is only allowed for use in the Premium plan. See the comparison table for more details.

Source code

The LICENSOR makes the SOFTWARE available in source code form at https://github.com/mui/mui-x.

For the avoidance of doubt, the LICENSEE and its Affiliates shall be permitted to create modifications to the source code of the SOFTWARE for the LICENSEE's (and its Affiliates') use in accordance with these terms.

In the event that the LICENSEE and/or its Affiliates create any modifications to the source code of the SOFTWARE, the LICENSOR shall not be obliged to provide support services in relation to any such modification(s).

Evaluation (trial) licenses

You are free to install and try the SOFTWARE as long as it is not used for the development of a feature intended for production use.

You will be required to pay the applicable price as soon as you begin to use the SOFTWARE to develop a project intended for production.

Payment

The LICENSEE agrees to pay the license fee for the SOFTWARE specified via the SITE at the time he entered this agreement, using an accepted payment method.

Payment for the license fee will be automatically taken from the LICENSEE's selected payment method. The prices for the licensed materials may change from time to time, but changes will not affect any ORDER the LICENSEE has placed and paid for. Unless otherwise expressly provided, all amounts referred to in the SITE are exclusive of value-added tax ("VAT") which, where chargeable by the LICENSOR, shall be payable by the LICENSEE at the rate and in the manner prescribed by law. All other taxes, duties, customs, or similar charges shall be the responsibility of the LICENSEE.

Updates

Initial maintenance period

The LICENSEE will be eligible to receive all updates and upgrades for the SOFTWARE during a 12 month period, starting from the EFFECTIVE DATE.

Maintenance renewal

The LICENSEE can optionally renew the license for an additional LICENSE TERM (and any subsequent year thereafter) in order to continue receiving updates and upgrades, or to actively continue development with the SOFTWARE. Pricing for maintenance renewal is listed on the SITE and is subject to change.

Discontinuation

MUI reserves the right to discontinue the SOFTWARE or any of its constituents, at any time. However, we shall continue to provide technical support in accordance with the terms of this EULA for any discontinued component.

Support

Initial support period

LICENSEE will be eligible to receive support for the SOFTWARE during a 12 month period, starting from the EFFECTIVE DATE. The support services will be provided in English via a support portal made available to LICENSEE to submit support tickets (currently GitHub issue tracker https://github.com/mui/mui-x)

Support renewal

Support is renewed in conjunction with any maintenance renewal.

Support limitations

Notwithstanding anything else in these terms, the LICENSOR shall not be obliged to provide support services: (a) in relation to any error to the extent that it is caused by the LICENSEE's misuse, misconfiguration, alteration, or damage to the SOFTWARE. (b) in relation to more than a reasonable number of support requests per LICENSED DEVELOPER, during the initial period or a single extended period. These limitations are applied at the sole and reasonable discretion of the LICENSOR.

Corrective maintenance

Upon receipt of a support request, the LICENSOR shall use its reasonable endeavors to commence corrective maintenance or otherwise acknowledge the request. However, LICENSOR is not in any way obliged to perform bug fixing or custom development activities as a result of a support request.

Limitation of liability

To the maximum extent permitted by applicable law, in no event shall either party be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE or the provision of or failure to provide support, even if it has been advised of the possibility of such damages.

LICENSEE understands that the SOFTWARE may produce inaccurate results because of a failure or fault within the SOFTWARE or failure by LICENSEE to properly use and or deploy the SOFTWARE. Except for LICENSOR's obligations regarding Intellectual Property, LICENSEE assumes full and sole responsibility for any use of the SOFTWARE and bears the entire risk for failures or faults within the SOFTWARE.

Each party agrees that regardless of the cause of failure or fault or the form of any claim, EACH PARTY'S SOLE REMEDY AND SOLE OBLIGATION SHALL BE GOVERNED BY THIS EULA AND IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE PRICE PAID TO MUI FOR THE SOFTWARE. This limited liability, as it relates to MUI, is void if failure of the SOFTWARE has resulted from accident, abuse, alteration, unauthorized use, or misapplication of the SOFTWARE. The limitations and exclusions herein shall not apply to indemnification obligations hereunder.

Warranties

Warranty authority

Each party represents and warrants that it has the legal power and authority to enter into this EULA.

Compliance with documentation

We warrant to you that, for twelve (12) months after the EFFECTIVE DATE, the SOFTWARE shall perform substantially in accordance with the documentation. Your exclusive remedy, and our sole liability, with respect to any breach of this warranty, will be for us to use commercially reasonable efforts to promptly correct the non-compliance (provided that you notify us in writing within the warranty period and allow us a reasonable cure period). If we, at our discretion, reasonably determine that correction is not economically or technically feasible, we may terminate your license to the SOFTWARE and provide you a full refund of the fee paid to us with respect to the SOFTWARE.

Intellectual property

LICENSOR hereby represents and warrants that the SOFTWARE does not and will not violate or infringe any third-party claims in regards to intellectual property, patents, and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any third-party intellectual property rights.

Warranties disclaimers

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THE Warranties SECTION, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS, AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE, AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification

Our indemnification obligation

  • Intellectual Property Infringement. LICENSOR will defend, indemnify and hold harmless LICENSEE from any claim of copyright, patent or similar infringement provided LICENSEE notifies LICENSOR in writing immediately upon notice of such claim and cooperates fully in the defense of such claim. LICENSOR shall, at its own expense, defend such claim, suit, or action, and LICENSEE shall have the right to participate in the defense at its own expense.

Your indemnification obligation

  • Third-party. LICENSEE hereby agree to indemnify MUI and its officers, directors, employees, agents, and representatives from each and every demand, claim, loss, liability, or damage of any kind, including actual attorney's fees, whether in tort or contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to any material breach or violation of this EULA by LICENSEE.

Termination

Termination for breach

Either party may terminate this EULA by giving the other written notice if: (a) the other party materially breaches any term of this EULA and it is not possible to remedy that breach; (b) the other party materially breaches any term of this EULA and it is possible to remedy that breach, but the other party fails to do so within 30 days of this being requested in writing; (c) the other party suffers or undergoes an insolvency event or a bankruptcy event or debtor's relief proceeding or ceases to do business. (d) the other party is delayed in performing its obligations under these EULA for a period of 30 days or more. For the purposes of this clause, in order for it to be possible to remedy a breach, it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

Effect of termination

Upon termination of this EULA, your license to access and/or use the SOFTWARE will terminate. You must immediately cease the use of the SOFTWARE and destroy all copies of the SOFTWARE in your possession (and require any permitted third parties to do the same).

Termination survival

Any provisions of this EULA containing licensing restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, audit rights, and any term of this EULA which, by its nature, is intended to survive termination or expiration, will remain in effect following any termination or expiration of this EULA, as will your obligation to pay any fees accrued and owing to us as of termination or expiration.

Choice of law

This EULA is subject to French law. If any dispute, controversy, or claim cannot be resolved by a good-faith discussion between the parties, then it will be submitted for resolution to the Paris Court of Appeal.

Force majeure

Neither party will be liable for any delay or failure to take any action required under this EULA (except for payment) due to any cause beyond the reasonable control of you or us, as the case may be, including, but not limited to: unavailability or shortages of labor, materials, or equipment, failure or delay in the delivery of vendors and suppliers, fire, flood, earthquake, acts of war, terrorism, epidemic, pandemic, and civil disorders.

Refunds

The license fees aren't refundable even if you or your licensed developers stop using the SOFTWARE and/or stop using or accessing support and updates. You can use the trial licenses to determine if the product fits your use cases.

Personal data

All Information MUI collects from the LICENSEE is stored and maintained on servers utilizing reasonable and appropriate data security safeguards. MUI does not lend, lease, sell, or market information it obtains from its customers or those who provide us personally identifiable information. MUI does not disclose purchase information or licensing information to third parties. The complete privacy policy can be found at https://mui.com/legal/privacy/.


Last update: Nov 24th, 2021.


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