Store Contributor 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.
"Contributor" 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 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 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 contributors. MUI pays the Contributor every time his Content is licensed. The license the customer obtains is between them and the Contributor.

3. Accounts

To obtain access to the Store and upload Content the Contributor will need an account with prior approval or invitation by MUI. Approval for the Contributor to access the Store 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 and tax information.

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 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 Contributor has with MUI, or for convenience.

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 its account within thirty (30) days of the effective date of such modifications.

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.

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 when requested may result in delayed payments and/or withholding taxes from the Contributor.

4. Content

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

The Contributor 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 Contributor must continue to provide support on the active licenses and make any future updates to the Content available for 12 months after removal.

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

5. Violence, hate, and illegal activity

The Contributor 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 Contributor must decide the exclusivity for the Content. The exclusivity can either be "exclusive" or "non-exclusive". The Contributor 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 Contributor a commission when the Contributor'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 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.

9. Payments

Payment calculations will be made on or about the 15th of each month by MUI for the previous month's 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 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 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.

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

If the Contributor 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 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.

10. Licenses

The Contributor grants MUI the right to license the Contributor'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 Contributor 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 Contributor or the Contributor'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 Contributor also 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 Store for MUI's advertising, marketing, and promotional business purposes.

11. Intellectual property

MUI respects the intellectual property rights of all contributors. MUI agrees that all copyrights of Content uploaded to or licensed by the Store shall remain with the Contributor and nothing in this agreement shall be interpreted as a transfer of copyright to MUI. The Contributor 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 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 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 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.

13. Confidential information

By submitting Content to MUI, the Contributor will have access to confidential and proprietary information, including but not limited to 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.

14. 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 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 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.

15. 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.
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 the Content or promote the Contributor's relationship with MUI, nor will the Contributor advertise or otherwise publicize the Contributor's relationship with MUI or use MUI's Trademarks in search engine advertising and/or marketing. The Contributor 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 Contributor any referral fees or other compensation if the Contributor 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 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.

16. Liability

The Contributor 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 contributor 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 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.

18. API

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

19. Miscellaneous

This agreement is between MUI and the Contributor. 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 in 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 MUI's rights and obligations of this agreement, the Contributor 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 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 assignees. 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: Oct 12th, 2022.