MUI X End User License Agreement (commercial plans)

IMPORTANT - please read this End-User License Agreement (EULA) carefully before
installing 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 agreement 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 agreement.

If you do not agree to any of the terms and conditions of this agreement 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).

1. Definitions

"MUI" means Material-UI SAS, a legal entity located at 128 Rue La Boétie, 75008
Paris, France.
"Site" means all websites operated by MUI, including but not limited to https://mui.com/.
    "Licensee" means the business and/or entity that you represent.
    "Licensor" means the creator and owner of the SOFTWARE: MUI.
"Effective Date" means the date on which the agreement is made effective. This
is the date of the purchase.
"Software" means the copyrighted materials owned by Licensor, subject to the
terms of this agreement.
"Licensed Developers" means Licensee's (and any of its affiliates') employees,
workers, and contractors who are authorized by Licensee to develop software
products that include the Software.
"License Term" means the duration for which the license is valid, starting from
the Effective Date, and ending after a minimum 12 months.
A "production" environment is where the end-user can see, experience, and interact
with the product.

2. License

2.1. License grant

In exchange for the fee due under 6. Payment, or as otherwise agreed, Licensor
hereby grants Licensee and its subsidiaries and affiliate(s) (collectively "Affiliates")
a license to install and use the Software.

The license granted to Licensee and its Affiliates allows a worldwide, non-exclusive,
non-transferable, sublicensable (subject to restrictions below), royalty-free
license, commencing on the Effective Date.
The license allows the use of the latest version and all older versions released.

The specific details of the license granted depend on the 3. License model selected
by Licensee. Access to software updates is governed by 7. Updates.

2.2. Deployment

Licensee may sublicense the Software as a part of a larger work containing more
than the 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 this agreement (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 project that
directly or indirectly competes with it.

For the avoidance of doubt, Licensee may not use the Software, or any portions
thereof, for any project, including a no-code/low-code product, that can be
described as a development toolkit or library, an application builder, a website
builder, a user interface designer, or any project that is intended for use
by developers or designers or has a similar purpose or functionality, except
with the express written agreement of Licensor.

2.3. Restrictions

Licensee shall not sell, rent, lease, distribute, assign, transfer, or encumber
rights to the Software.

2.4. License key

To help Licensee to stay compliant with the terms of this agreement, the Software
may require the installation of a license key. If a license key is required:

    (a) Licensor will make available to Licensee a valid license key.
(b) The Software may raise warnings, based on the license key, when it detects
that the current use of the Software by Licensee is not consistent with this
agreement, for example, when using a version of the Software released after
the license of Licensee has expired.

Please note that the license key does not cover every scenario, so possession
of a valid license key does not by itself confer the right to use the Software.

2.5. Required quantity of licenses

The number of developers licensed must correspond to the maximum number of concurrent
developers (in any continuous 24-hour period) contributing changes to the front-end
code of the projects that use the Software.

For example, a developer using the Software indirectly through a wrapper library
needs to be licensed, a developer working on the front-end code of a project
that includes the Software but who doesn't use the Software directly needs to
be licensed.

To define the previous terms more precisely:

(a) "front-end code" is code that is executed in a browser, JavaScript most
of the time.
(b) "concurrent" is development work carried out during the same calendar day,
regardless of timezone.
(c) People who are solely executing the front end for testing purposes, such
as verifying back-end changes, and are not contributing changes to the front-end
code, do not need to be licensed.

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

2.6. Third party

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

2.7. Plans

MUI offers different products under different plans and licenses. This agreement
details the terms and conditions of the MUI X Pro and Premium plans. 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.

3. License model

3.1. Choice of license model

Licensee can decide between two different license models when it enters the
agreement: Annual license or Perpetual license. Licensee can later change its
license model by paying a transfer fee if necessary. Unless mentioned explicitly
during payment, the license model used is the Annual as the Perpetual comes
with a higher fee.

3.2. Annual license

3.2.1. Non-perpetual outside of production. All the developers contributing
changes to the front-end code of a project that includes the Software need an
active license. A license is active as long as it hasn't reached the end of
the License Term. Licensee doesn't need to renew its license if no developers
work with the API and source code of the Software in any capacity (indirectly
or directly).

3.2.2. Perpetual in production. Licensee is allowed to perpetually use in a
production environment any versions of the Software released before the end
of the License Term.

3.3. Perpetual license

Licensee is allowed to perpetually use any versions of the Software released
before the end of the License Term, in any environment (staging, development,
production, etc.).

4. Source code

4.1. Licensor shall make the Software available in source code form to Licensee.
The source code is currently publicly available at https://github.com/mui/mui-x.

4.2. Licensee and its Affiliates shall be permitted to create modifications
to the source code of the Software for Licensee's (and its Affiliates') use
in accordance with these terms.

4.3. In the event that Licensee and/or its Affiliates create any modifications
to the source code of the Software, Licensor shall not be obliged to provide
support services in relation to any such modification(s). The warranty doesn't
cover any such modification(s).

5. Evaluation (trial) licenses

You are free to try the Software:

(a) for a limited period of 30 days starting from the first use of the Software
in a non-production environment.
(b) for the development of code not intended for production (for example, the
reproduction of a bug in a GitHub issue, doing a performance benchmark).

After the given trial period, you must license the Software if you continue
to use it, whether in a production or non-production environment.

6. Payment

6.1. Agreement

Licensee agrees to pay the license fee for the Software specified on the Site
(https://mui.com/pricing/) or its quote at the time Licensee entered this agreement.

6.2. Terms

The license fee is due by Licensee upon receipt of Licensor's invoice. Licensee
must pay each valid invoice within 30 days of the invoice date, unless otherwise
agreed. The payment must be made using an accepted payment method. Licensor
may charge Licensee interest on all overdue payments at a rate of 1% per month
(or the highest rate permitted by law, if lower). Licensor agrees to pay Licensor's
cost of collecting any past-due amounts under this agreement, including but
not limited to reasonable attorneys' fees. Unless the currency is expressly
provided, all amounts are in United States Dollars.

6.3. Taxes

Unless expressly provided, all amounts are exclusive of value-added tax ("VAT")
which, where chargeable by Licensor, shall be payable by Licensee at the rate
and in the manner prescribed by law. All other taxes, duties, customs, or similar
charges shall be the responsibility of Licensee.

7. Updates

7.1. Maintenance

Licensee will be eligible to receive all updates and upgrades for the Software
during the License Term at no additional charge, starting from the Effective
Date.

7.2. Renewal

Licensee can optionally renew the license for an additional License Term (and
any subsequent term thereafter) in order to actively continue development with
the Software or to continue receiving updates and upgrades.

7.3. Discontinuation

Licensor reserves the right to discontinue the Software or any of its constituents,
at any time by providing prior notice to Licensee. However, Licensor shall continue
to provide technical support in accordance with the terms of this agreement
for any discontinued component.

8. Support

8.1. Initial support period

For any applicable period for which you have purchased support (the "Support
Period"), Licensee will be entitled to receive technical support for the Software.
Unless otherwise specified, the Support Period starts from the Effective Date
and is valid during the License Term.

8.2. Support plans

Licensee is entitled to either the "Standard Support" (default) or "Priority
Support" (paid add-on) support plan as determined at the time of purchase and
documented in Licensee's order confirmation. These support plans are briefly
presented on the pricing page and described in greater detail in this contract
amendment: Service Level Agreement for Technical Support.

8.3. Change of support plan

Licensee may upgrade its support plan at any time during an active Support Period
provided Licensor continues to make such support plan generally available.

Any support plan upgrades (if purchased) will be bound to the term of the then
active Support Period (i.e. the renewal/expiration date of the Support Period
will not change as a result of the support plan upgrade).

8.4. Support renewal

Support is renewed in conjunction with any maintenance renewal.

9. Warranties

9.1. Legal power

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

9.2. Intellectual property

Licensor hereby represents and warrants that the Software does not and will
not violate or infringe any third-party claims in regard to intellectual property,
patents, trade secrets, 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.

9.3. Logic integrity

Licensor warrants that the Software shall not knowingly include: malware, viruses,
trap doors, back doors, or other means or functions which will detrimentally
interfere with or otherwise adversely affect Licensee's use of the Software
or which will damage or destroy data or other property of Licensee.

9.4. Compliance with documentation

Licensor warrants to Licensee that, for twelve (12) months after the Effective
Date, the Software shall perform substantially in accordance with the documentation.
Licensee's exclusive remedy, and Licensor's sole liability, with respect to
any breach of this warranty, will be for Licensor to use commercially reasonable
efforts to promptly correct the non-compliance (provided that Licensee notifies
Licensor in writing within the warranty period and allow Licensor a reasonable
cure period). If Licensor, at its discretion, reasonably determines that such
correction is not economically or technically feasible, Licensor may revoke
Licensee's license grant and provide Licensee with a full refund of the fee
paid to Licensor.

We provide no warranty, however, for unstable features of the Software. A feature
is considered unstable if exposed to Licensee:

    (a) through an API that includes "unstable" in its name
(b) or in a package for which the version is not considered stable according
to SemVer versioning models, for example alpha, beta, or other pre-releases
    (c) or documented as "experimental".

9.5. Warranties disclaimers

Except for the warranties expressly stated in the warranties section above,
the Software is provided "as is", with all faults. Licensor disclaims all warranties,
express or implied, including, but not limited to, warranties of merchantability,
fitness for a particular purpose, title, 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 licensor 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.

10. Limitation of liability

10.1. 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.

10.2. 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
9.2 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.

10.3. 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 AGREEMENT AND IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED
THE PRICE PAID TO LICENSOR FOR THE SOFTWARE. This limited liability, as it relates
to Licensor, 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.

11. Indemnification

11.1. Licensor's indemnification obligation

11.1.1. Intellectual property Infringement. Licensor will defend, indemnify
and hold harmless Licensee from any claim of copyright, patent, trademark, trade
secret, or other intellectual property right provided Licensee notifies Licensor
in writing promptly 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.

11.2. Licensee's indemnification obligation

11.2.1. Third-party. Licensee hereby agrees to indemnify Licensor 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 agreement by Licensee. Licensor shall
notifies Licensee in writing promptly upon notice of such claim and cooperates
fully in the defense of such claim.

12. Termination

12.1. Termination for breach

Either party may terminate this agreement by giving the other written notice if:

(a) the other party materially breaches any term of this agreement and it is
not possible to remedy that breach;
(b) the other party materially breaches any term of this agreement 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 this agreement
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.

12.2. Termination for convenience

Licensee may terminate the agreement, for its convenience, at any time in which
event Licensee will not be entitled to a refund or credit of unused fees (if
any) pre-paid by Licensee for access to the Software.

12.3. Effect of termination

Upon termination of this agreement, Licensee's license to access and use the
Software will terminate. Licensee must immediately cease the use of the Software
and destroy all copies of the Software in its possession (and require any permitted
third parties to do the same).

12.4. Termination survival

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

13. Choice of law

This agreement 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.

14. Force majeure

Neither party will be liable for any delay or failure to take any action required
under this agreement (except for payment) due to any cause beyond the reasonable
control of Licensee or Licensor, 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.

15. Refunds

The license fee isn't refundable even if Licensee or the Licensed Developers
stop using the Software and/or stop using or accessing support and updates,
except in the cases explicitly stipulated in other clauses of this agreement.
Licensee can use the trial period to determine if the product fits the use case.

16. Personal data

16.1. The Privacy policy describes in detail how MUI as a controller processes
personal data on its customers and community.

16.2. All information Licensor collects from Licensee is stored and maintained
on servers utilizing reasonable and appropriate data security safeguards. Licensor
does not lend, lease, sell, or market information it obtains from its customers
or those who provide Licensor personally identifiable information. Licensor
does not disclose purchase information or licensing information to third parties.

17. Confidentiality

17.1. Each party shall:

(a) maintain the confidentiality of all information received from the other
party in connection with this agreement;

(b) use confidential information for the sole purpose of fulfilling the obligations
under this agreement unless otherwise agreed in writing between the parties;

However, confidential information shall not include information that:

    (a) is generally known to the public at the time of disclosure;

(b) is legally received by receiving party from a third party, which third party
is in rightful possession of confidential information,

(c) becomes generally known to the public subsequent to the time of such disclosure,
but not as a result of disclosure by receiving party,

(d) prior to signing of this agreement, is already in the possession of receiving
party; or

(e) is independently developed by the receiving party without use of or reference
to the confidential information of the Disclosing Party, as demonstrated by
the receiving party's written records.

17.2. Either party may disclose confidential information of the other party
as required by governmental or judicial order, provided such party gives the
other party prompt written notice prior to such disclosure (unless such prior
notice is not permitted by applicable law) and complies with any protective
order (or equivalent) imposed on such disclosure.

18. Miscellaneous

18.1. Notices

Notices must be clearly identified as Legal Notices and sent to legal@mui.com.

Last update: October 2nd, 2024.