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Contributor agreement

MUI Store is a global content licensing platform, it operates as a distributor. MUI's customers pays MUI to license the CONTENT submitted by contributors. MUI pays the CONTRIBUTOR every time his CONTENT is licensed. The license the customer obtain is between them and the CONTRIBUTOR.

The following terms are a lengthy legally binding contract between the author (herein referred as "the CONTRIBUTOR") of the CONTENT and MUI. Please read all the terms carefully. The CONTRIBUTOR may wish to have competent legal counsel review the terms before the CONTRIBUTOR enters into the agreement and submit CONTENT to MUI.

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, audio visual works or other media together with all associated keywords, metadata and/or titles.
  • "WEBSITE" means https://mui.com/store/ and related websites and services.
  • "CONTRIBUTOR" means the business and/or entity that you represent as the author of the CONTENT.

Overview

By submitting CONTENT to the WEBSITE the CONTRIBUTOR grants MUI, its distributors, and authorized resellers worldwide unlimited rights to display, reproduce, prepare derivatives works, modify, distribute, license, sublicense, use, market, publish, and sell the CONTENT's source code, photos, images, vectors, moving images, animations, films, videos, audio visual works or other media submitted by the CONTRIBUTOR or the CONTRIBUTOR's authorized agent, for the duration of the protection of the assigned intellectual property rights in and through any marketing, media, promotion, social media, and technology known or hereafter devised as MUI solely deems fit until this agreement is terminated.

Specifically, the CONTRIBUTOR grants MUI the right to display, reproduce, prepare derivatives works, modify, distribute, license, sublicense, use, market, publish, and sell the CONTENT.

MUI shall have the right to advertise and/or market the CONTRIBUTOR's CONTENT on social media platforms including Facebook®, Instagram®, Twitter®, and similar sites and the applications related thereto.

The CONTRIBUTOR grants MUI the right to license the CONTRIBUTOR's CONTENT according to the MUI License Agreement, a copy of which is displayed at https://mui.com/store/license/.

The CONTRIBUTOR grants MUI a non-exclusive global royalty-free license to use the CONTRIBUTOR's name, display name, portfolio name, and any of the uploaded CONTENT to the WEBSITE for MUI's advertising, marketing, and promotional business purposes.

Exclusivity status

The CONTRIBUTOR must decide the exclusivity status for the CONTENT with related. The exclusivity status can either be exclusive or non-exclusive. The compensation varies based on the exclusivity status. The CONTRIBUTOR can change the exclusivity status of the CONTENT at any time.

API

MUI may offer an Application Program Interface (API) that allows our partners to display and sell the CONTRIBUTOR's CONTENT via a website or other application. By submitting CONTENT to MUI, the CONTRIBUTOR agrees that MUI may display and sell the CONTRIBUTOR's work via said API.

Intellectual property

MUI respects the intellectual property rights of all contributors. MUI agrees that all copyrights of CONTENT uploaded to or licensed by the WEBSITE shall remain with the CONTRIBUTOR and nothing in this agreement shall be interpreted as a transfer of copyright to MUI. The CONTRIBUTOR agrees to not submit CONTENT that copies, or otherwise infringes on the rights of others including without limitation to intellectual property rights.

Violence hate and illegal activity

The CONTRIBUTOR agrees to not submit CONTENT that violates any laws in the creation or distribution of the CONTENT, encourages or depicts illegal activity, violence, hate, etc. or defames any person or organization.

Accounts

To obtain access to the WEBSITE and upload CONTENT the CONTRIBUTOR will need an account with a username, password, profile information, and prior approval or invitation by MUI. Approval for the CONTRIBUTOR to access the WEBSITE shall be at the sole discretion of MUI.

The CONTRIBUTOR agrees to provide MUI true, accurate, and current information including but not limited to profile information, metadata, titles, and keywords.

The CONTRIBUTOR consents to the general terms and privacy policies located at https://mui.com/store/terms/ and https://mui.com/legal/privacy/.

MUI has the right to refuse an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with MUI's guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that the CONTRIBUTOR has with MUI, or for convenience.

MUI will terminate the CONTRIBUTOR's account within a reasonable time per the CONTRIBUTOR's written request. For the sake of clarity, before the termination of the CONTRIBUTOR's account is made effective by MUI, the CONTRIBUTOR's CONTENT will remain available for license by MUI' users. Notwithstanding the foregoing, in the event that MUI materially modifies this agreement or the agreements on the WEBSITE and does not provide the CONTRIBUTOR with prior notice, the CONTRIBUTOR may terminate the CONTRIBUTOR's account within thirty (30) days of the effective date of such modifications.

The CONTRIBUTOR may remove CONTENT from the CONTRIBUTOR's account at any time.

If the CONTRIBUTOR's account is terminated for any reason, the CONTRIBUTOR must obtain written authorization from MUI prior to establishing another account. The CONTRIBUTOR may not have more than one active contributor account at any time without the written consent of MUI in each instance.

The CONTRIBUTOR may not submit identical CONTENT to more than one account without the prior written consent of MUI.

MUI may require the CONTRIBUTOR to submit a copy of the CONTRIBUTOR's government photo ID and tax documents to verify identification and tax residency. The CONTRIBUTOR agrees that such a request shall not unreasonably be withheld. The CONTRIBUTOR understands that failure to provide ID and or tax documents may result in delayed payments and or withholding taxes to the CONTRIBUTOR.

CONTENT

MUI reserves the right to refuse, accept, modify, or remove CONTENT from the WEBSITE for any reason.

CONTENT previously downloaded by users prior to removal will remain under license unless the users are notified by MUI.

The CONTRIBUTOR must continue to to provide support and updates for the appropriate period after termination, unless such termination is due to a breach of copyright or other infringement that prevents continued use of the CONTENT by customers. In this event the CONTRIBUTOR shall be responsible for all costs, direct and indirect in refunding customers and indemnifying them for their use of the infringing content.

Compensation

MUI shall pay the CONTRIBUTOR a commission of the local money collected when the CONTRIBUTOR's CONTENT is licensed from the WEBSITE, as outlined in the License agreement, a copy of which is displayed at https://mui.com/store/license/.

The commission depends on the exclusivity status:

  • 70% if the CONTENT is sold "exclusive"
  • 50% if the CONTENT is sold "non-exclusive"

Commissions may be subject to deductions for payment processing fees, chargebacks, refunds, fraudulent transactions, canceled licenses, overpayment, reasonable expenses to enforce the agreement, in addition to relevant government taxes, VAT, and/or withholdings, at the sole discretion of MUI.

Taxes

The CONTRIBUTOR agrees that MUI shall not be responsible for any of the CONTRIBUTOR's tax obligations or payments and only the CONTRIBUTOR shall be responsible for any income and tax declarations required in the CONTRIBUTOR's country.

Payments

Payment calculations will be made on or about the 15th of each month by MUI for the previous months' sales. The CONTRIBUTOR shall then invoice MUI for the amount entitled, with payment terms of no less than net 30 days.

All payments will be made in USD and remunerated in currencies supported by one of the third-party payment processors listed on the WEBSITE including but not limited to Wise, PayPal.

There is a minimum payout of USD 1,000 during the thirty (30) day accounting period. If the CONTRIBUTOR's account has not generated the minimum amount it shall be rolled over to the next accounting period until the minimum payout is met. If MUI has terminated the CONTRIBUTORs account, no minimum balance shall apply once all costs have been met. If the CONTRIBUTOR has terminated the agreement they may forfeit any balance below the minimum threshold.

MUI shall make commission payments using the information the CONTRIBUTOR provides.

If the CONTRIBUTOR cancel the CONTRIBUTOR's account MUI will make a final payment on or about the next payment date regardless of the minimum payout. However, if MUI determines the CONTRIBUTOR has breached this agreement before meeting the minimum payout, the CONTRIBUTOR may forfeit the remaining commission in the CONTRIBUTOR's account. MUI shall have the right to retain commissions in the event of a breach or otherwise illegal activity.

MUI shall not be liable for any mistakes, errors, and/or omissions, caused by the CONTRIBUTOR, the CONTRIBUTOR's banking institution or the payment processor.

The CONTRIBUTOR agrees to allow MUI or its affiliated companies to make payments to the CONTRIBUTOR.

MUI shall make commission payments using the information you provide.

Licenses

MUI is a global CONTENT licensing platform enabling Users to license CONTENT submitted by contributors.

The CONTRIBUTOR agrees to allow MUI to license the CONTRIBUTOR's CONTENT in accordance with the MUI License Agreement, a copy of which is located at https://mui.com/store/license/. This license is granted for worldwide use, for the duration of the protection of the assigned intellectual property rights, and cannot be terminated by the CONTRIBUTOR.

Commission for this license is outlined in the Compensation section above.

Term and termination

This agreement is in effect until terminated. The CONTRIBUTOR may terminate this agreement by giving 30 days written notice. MUI may terminate this agreement at any time by giving 30 days written notice.

Either party may terminate this agreement effective immediately upon receipt of notification if the other party:

  • should become subject to bankruptcy or become insolvent
  • is in breach of this agreement without resolution
  • should file a petition in bankruptcy

All CONTENT will be removed from the MUI WEBSITE within 45 days of account termination. Notwithstanding the foregoing statement MUI may retain thumbnails and full resolution files for archival, sales history, and internal purposes.

Any transactions that have closed after the termination shall be paid to the CONTRIBUTOR following the next payout schedule provided there is no breach.

MUI shall have the right to use normal business practices to collect any negative balance before or after termination.

Confidential Information

By submitting CONTENT to MUI, the CONTRIBUTOR will have access to confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data ("Confidential Information"). The CONTRIBUTOR agrees to keep Confidential Information confidential. The CONTRIBUTOR may not disclose Confidential Information to any third party other than the CONTRIBUTOR's representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

Indemnification

The CONTRIBUTOR agrees to defend, indemnify, and hold MUI, its subsidiaries, affiliates, Users, employees, agents, third party information providers, artists, contributors, and independent contractors, harmless against any claims damages costs liabilities and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to a breach of this agreement, the use of the WEBSITE, or any claim by a third party related to the use of CONTENT, alone or in combination with any other material.

MUI reserves the right but not the obligation to assume the exclusive defense, control, and settlement of any litigation claims otherwise subject to indemnification by the CONTRIBUTOR at its sole discretion. In such case, the CONTRIBUTOR agrees to cooperate with MUI's defense of such claim. If a settlement obligates the CONTRIBUTOR to financial damages, we shall require the CONTRIBUTOR's written consent, which shall not be unreasonably withheld.

Representations and Warranties

The CONTRIBUTOR represents and warrants that:

  • The CONTRIBUTOR warrants to MUI and each buyer of the CONTENT that the CONTRIBUTOR meets the expectations of "Warranties contributors make" in https://mui.com/store/terms/.
  • The CONTRIBUTOR has the full right, power and authority to enter into this agreement and to fully perform all of the CONTRIBUTOR's obligations herein.
  • The CONTRIBUTOR is under no legal disability or contractual restriction that prevents them from entering into this agreement.
  • The CONTRIBUTOR, if an individual, is at least 18 years of age.
  • The CONTENT and all parts thereof are owned and/or legally controlled by the CONTRIBUTOR, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available.
  • The CONTRIBUTOR is in possession of all valid and up-to-date model and property releases that may be required to license the CONTRIBUTOR's CONTENT.
  • If the CONTENT consists in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop®, Illustrator®), the end user license agreement, terms of service or the equivalent license held by the CONTRIBUTOR permits the CONTRIBUTOR to incorporate such elements in CONTENT created by the CONTRIBUTOR, and to license such CONTENT to MUI for the purposes set forth herein.
  • The CONTENT is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.
  • There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the CONTENT or which might in any way impair the rights granted by the CONTRIBUTOR hereunder. and
  • The CONTRIBUTOR will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote the CONTRIBUTOR's relationship with MUI or the sale of the CONTRIBUTOR's CONTENT - nor will the CONTRIBUTOR advertise or otherwise publicize the CONTRIBUTOR's relationship with MUI, nor will the CONTRIBUTOR use MUI's Trademarks through the use of search engine advertising and/or marketing. The CONTRIBUTOR acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of MUI and/or third parties. In addition to its other rights and/or remedies under this agreement, MUI shall be under no obligation to pay the CONTRIBUTOR any referral fees or other compensation if the CONTRIBUTOR violate the terms of this subparagraph.

MUI represents and warrants that:

  • MUI has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder.
  • Upon making or learning of any claim that is inconsistent with any of the warranties or representations made by the CONTRIBUTOR, MUI may send the CONTRIBUTOR written notice of such claim, using the email address provided by the CONTRIBUTOR to MUI, specifying the details of the claim as then known to MUI. Pending the determination of such claim, MUI may withhold from royalties and/or other compensation due to the CONTRIBUTOR hereunder, such sums as are reasonably related to the probable value of the claim as determined by MUI. The CONTRIBUTOR will cooperate fully with MUI in the defense of any such claims. The CONTRIBUTOR may participate in the defense of any claim through counsel of the CONTRIBUTOR's selection at the CONTRIBUTOR's own expense. Lia

Liability

THE CONTRIBUTOR ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE MUI Store WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

THE MUI Store WEBSITE, IS PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MUI Store DOES NOT REPRESENT OR WARRANT THAT THE MUI Store WEBSITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

IN NO EVENT SHALL MUI Store OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE MUI Store WEBSITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO THE CONTRIBUTOR HEREUNDER, EVEN IF MUI Store HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, MUI Store'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE MUI Store WEBSITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY MUI Store FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND (1,000) EUROS.

Assignments

MUI shall have the right in its sole discretion, to assign any or all of our rights and obligations of this agreement to any associated subsidiary of MUI. The CONTRIBUTOR shall have no right to assign any of the CONTRIBUTOR's rights or obligations under this agreement without our prior written approval. Any assignment attempt by the CONTRIBUTOR without our prior approval may immediately terminate this agreement.

Miscellaneous

This agreement relationship is between MUI and the CONTRIBUTOR as an independent contractor. There is no partnership, employment, franchise, joint venture, or agency created as a result of this agreement.

This contract will be governed by and construed in accordance with the laws of France. The CONTRIBUTOR hereby consents to the personal jurisdiction of the French courts located in France. All actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located with France. The CONTRIBUTOR agrees to accept the exclusive jurisdiction of the French courts in any legal dispute regardless of conflicts of laws.

If MUI assigns any or all of our rights and obligations of this agreement, the CONTRIBUTOR agrees that the contract shall become governed by the laws of the assignee registered office and that all actions, controversies and disputes arising from or relating to this agreement shall be heard and decided exclusively before the courts located within the territory where the assignee has its registered office.

The CONTRIBUTOR agrees and understands that MUI may provide a translation of this and other legal agreements into additional languages for the CONTRIBUTOR's convenience only and the English version of these agreements shall govern the CONTRIBUTOR's relationship with MUI. If there is a discrepancy between the English version of the agreement and the translated version the English version shall prevail.

This agreement shall inure to the benefit of, and be binding upon, MUI and the CONTRIBUTOR, and their respective successors and assigns. Nothing in this agreement, express or implied, is intended to confer upon any person or entity, other than MUI and the CONTRIBUTOR, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this agreement.


Last update: Aug 12th, 2022.