Store Author agreement

1. Definitions

"MUI" means Material-UI SAS, a legal entity located at 128 Rue La Boétie 75008 Paris, France.
"Store" means https://mui.com/store/ and related websites and services.
"Content" means source code, photos, images, vectors, moving images, animations, films, videos, audiovisual works, or other media together with all associated keywords, metadata, and/or titles.
"Author" means the business and/or entity that you represent as the author of the Content.

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

The Store is a global content licensing platform, it operates as a distributor. MUI's customers pay MUI to license the Content submitted by authors. MUI pays the Author every time his Content is licensed. The license the customer obtains is between them and the Author.

3. Accounts

To obtain access to the Store and upload Content the Author will need an account with prior approval or invitation by MUI. Approval for the Author to access the Store shall be at the sole discretion of MUI.

The Author agrees to provide MUI: true, accurate, and current information including but not limited to profile information and tax information.

The Author 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 inappropriate material, 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 Author has with MUI, or for convenience.

If MUI materially modifies this agreement or the agreements on the website and does not provide the Author with prior notice, the Author may terminate its account within thirty (30) days of the effective date of such modifications.

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

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

4. Content

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

The Author may remove Content from sale at any time, at which point the Store will stop selling licenses. The Content will remain available for redownload by existing licensed customers. The Author must continue to provide support on the active licenses and make any future updates to the Content available for 12 months after removal.

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

5. Violence, hate, and illegal activity

The Author agrees not to 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.

6. Exclusivity

The Author must decide the exclusivity for the Content. The exclusivity can either be "exclusive" or "non-exclusive". The Author can change the exclusivity of the Content at any time.

The compensation varies based on the exclusivity. The exclusivity status applies to the Content and extends to “related items” as defined here: related items.

7. Compensation

MUI shall pay the Author a commission when the Author's Content is licensed from the Store, 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.

8. Taxes

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

9. Payments

Payment calculations will be made on or about the 15th of each month by MUI for the previous month's sales. The Author 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 Store including but not limited to Wise and PayPal.

There is a minimum payout of USD 1,000 during the thirty (30) day accounting period. If the Author's account has not generated the minimum amount it shall be rolled over to the next accounting period until the minimum payout is met.

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

If the Author terminates his Store account, MUI will make a final payment on or about the next payment date regardless of the minimum payout. However, if MUI determines the Author has breached this agreement before meeting the minimum payout, the Author may forfeit the remaining commission in the Author'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 Author, the Author's banking institution, or the payment processor.

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

10. Licenses

The Author grants MUI the right to license the Author's Content according to the MUI's license agreement, a copy of which is displayed at https://mui.com/store/license/. By submitting Content to the Store the Author grants MUI, its distributors, and authorized resellers worldwide unlimited rights to display, reproduce, prepare derivative works, modify, distribute, license, sublicense, use, market, publish, and sell the Content's source code, photos, images, vectors, moving images, animations, films, videos, audiovisual works or other media submitted by the Author or the Author's authorized agent, for the duration of the protection of the assigned intellectual property rights until this agreement is terminated.

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

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

11. Intellectual property

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

12. Term and termination

This agreement is in effect until terminated. The Author 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 for bankruptcy

All Content will be removed from sales within 30 days of account termination. Notwithstanding the foregoing, MUI may retain the Content's files for sales history, archival, and internal purposes.

Any transactions that have closed after the termination shall be paid to the Author 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.

13. Confidential information

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

14. Indemnification

The Author 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 Store, 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 Author at its sole discretion. In such case, the Author agrees to cooperate with MUI's defense of such claim. If a settlement obligates the Author to financial damages, we shall require the Author's written consent, which shall not be unreasonably withheld.

15. Warranties

The Author represents and warrants that:

The Author warrants to MUI and each buyer of the Content that the Author meets the expectations of "Warranties authors make" in https://mui.com/store/terms/.
The Author has the full right, power, and authority to enter into this agreement and to fully perform all of the Author's obligations herein.
The Author is under no legal disability or contractual restriction that prevents them from entering into this agreement.
The Author, if an individual, is at least 18 years of age.
The Content and all parts thereof are owned and/or legally controlled by the Author, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available.
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 Author permits the Author to incorporate such elements in Content created by the Author 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 Author hereunder. and
The Author will not transmit unsolicited emails or engage in so-called "spamming" to publicize the Content or promote the Author's relationship with MUI, nor will the Author advertise or otherwise publicize the Author's relationship with MUI or use MUI's Trademarks in search engine advertising and/or marketing. The Author acknowledges 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 Author any referral fees or other compensation if the Author violates 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 Author, MUI may send the Author written notice of such claim, using the email address provided by the Author 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 Author hereunder, such sums as are reasonably related to the probable value of the claim as determined by MUI. The Author will cooperate fully with MUI in the defense of any such claims. The Author may participate in the defense of any claim through counsel of the Author's selection at the Author's own expense.

16. Liability

The Author assumes all responsibility and risk for use of the Store website including without limitation any of the content or information contained therein.

The 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 does not represent or warrant that the Store website or the content will be made available for sale or license or that its use will be uninterrupted or error-free.

In no event shall MUI 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 Store website, the content or any part thereof, or any rights granted to the Author hereunder, even if the 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's total maximum aggregate liability under this agreement or in respect of the use or exploitation of any or all parts of the Store website or the content in any manner whatsoever shall be limited to the fees collected by MUI for the Content that is the subject matter of the claim, but in any event, will not exceed one thousand (1,000) dollars.

17. Assignments

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

18. API

MUI may offer an Application Programming Interface (API) that allows MUI's partners to display and sell the Author's Content via a website or other application. By submitting Content to the Store, the Author agrees that MUI may present and sell the Author's work via said API.

19. Miscellaneous

This agreement is between MUI and the Author. 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 under the laws of France. The Author 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 in France. The Author 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 MUI's rights and obligations of this agreement, the Author agrees that the contract shall become governed by the laws of the country of the assignee's 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 Author agrees and understands that MUI may provide a translation of this and other legal agreements into additional languages for the Author's convenience only and the English version of these agreements shall govern the Author'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 Author, and their respective successors and assignees. Nothing in this agreement, express or implied, is intended to confer upon any person or entity, other than MUI and the Author, and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or because of this agreement.

Last update: Oct 12th, 2022.