License

Summary

Here’s an overview of what each license allows for to make it easy to pick what you need:

StandardExtended
Number of End products11
Use for personal or a client
Use in a free End product (Can have multiple users)
Use in an End product that is “sold” (Can have multiple paying users)
Use in derivative themes or “generators”

THIS IS A ROYALTY-FREE LICENSE AUTHORIZING YOU, YOUR CLIENT OR COMPANY IF YOU ARE USING Material-UI Themes ON THEIR BEHALF, TO LICENSE, DOWNLOAD AND USE THE CONTENT ACCORDING TO THE TERMS BELOW. NO OTHERS (INCLUDING INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE THE CONTENT LICENSED THROUGH YOUR ACCOUNT WITHOUT THE EXPRESS WRITTEN PERMISSION OF Material-UI Themes. PLEASE NOTE THAT DOWNLOADING THIS CONTENT CONSTITUTES YOUR ACCEPTANCE OF THIS LICENSE AND YOUR AGREEMENT TO BE BOUND BY THE TERMS HEREIN.

Part I - Definitions

  • “Material-UI SAS” is a legal entity located at 128 Rue La Boétie 75008 Paris, France and is the parent company to all subsidiaries of Material-UI Themes.

  • “Material-UI Themes” – collectively means Material-UI SAS, all associated subsidiaries, and websites including but not limited to https://themes.material-ui.com/.

  • “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 the service and https://themes.material-ui.com/ and subsidiary websites.

For the purposes of this agreement the words “You, and your” refer to a single living person or single legal entity such as a business or non-profit group.

Part II – Content licenses

Material-UI SAS hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce CONTENT worldwide, for the duration of protection of the licensed intellectual property rights, as expressly permitted by the applicable license and subject to the limitations set forth herein:

1. Licenses

I. A STANDARD LICENSE grants you the right to use CONTENT:

  1. The Standard License grants you a non-exclusive right to make use of CONTENT you have purchased.
  2. You are licensed to use the Item to create one End Product for yourself or for one client (a “single application”), and the End Product can be distributed for Free.
  3. You can

    • Create one End Product for a client, transfer that End Product to your client, charge them for your services. The license is then transferred to the client.
    • Make unlimited copies of the single End Product as long as the End Product is distributed for free.
    • Modify the CONTENT or combine the CONTENT with other works to make a derivative one. The result is subject to this license. This clause applies to extracting single components from the CONTENT and using it in derivative works as well.
  4. You cannot

    • Sell the End Product except to one client. You must purchase additional licenses for the same CONTENT if you intend to use the same CONTENT for the benefit of another client.
    • Re-distribute the CONTENT’s source, modified or not, even if the CONTENT is modified.
    • Use the CONTENT in any application allowing an End User to customize the CONTENT, like “build it yourself” or “theme generators”. You can purchase separate licenses for each final product incorporating the CONTENT that is created using the application.
    • Allow the End User of the End Product to access the CONTENT’s source and use it separately from the End Product.
    • If a CONTENT contains code, images, or content sourced from elsewhere under a different license, that theme retains its original license. The license for the code, images, or content will be noted by the CONTENT author. You are responsible for adhering to the original license or clearing it with the author of the code, image, or content.
    • This license can be terminated if you breach it and you lose the right to distribute the End Product until the CONTENT has been fully removed from the End Product.
    • The author of the CONTENT retains ownership of the CONTENT, but grants you the license on these terms. This license is between the author of the CONTENT and you. Material-UI Themes is not a party to this license or the one granting you the license.

II. AN EXTENDED LICENSE grants you the right to use CONTENT:

  1. The Extended License grants you a non-exclusive right to make use of CONTENT you have purchased.
  2. You are licensed to use the Item to create one End Product for yourself or for one client (a “single application”), and the End Product maybe sold or distributed for free.
  3. You can

    • Create one End Product for a client, transfer that End Product to your client, charge them for your services. The license is then transferred to the client.
    • Sell and make any number of copies of the single End Product.
    • Modify the CONTENT or combine the CONTENT with other works to make a derivative one. The result is subject to this license. This clause applies to extracting single components from the CONTENT and using it in derivative works as well.
  4. You cannot

    • Use the CONTENT to create more than one unique End Product. This license is a “single application” license and not a “multi-use” license. You must purchase additional licenses for the same CONTENT if you intend to use the same CONTENT for the benefit of another client.
    • Re-distribute the CONTENT’s source, modified or not, even if the CONTENT is modified.
    • Use the CONTENT in any application allowing an End User to customize the CONTENT, like “build it yourself” or “theme generators”. You can purchase separate licenses for each final product incorporating the CONTENT that is created using the application.
    • Allow the End User of the End Product to access the CONTENT’s source and use it separately from the End Product.
    • If a CONTENT contains code, images, or content sourced from elsewhere under a different license, that theme retains its original license. The license for the code, images, or content will be noted by the CONTENT author. You are responsible for adhering to the original license or clearing it with the author of the code, image, or content.
    • This license can be terminated if you breach it and you lose the right to distribute the End Product until the CONTENT has been fully removed from the End Product.
    • The author of the CONTENT retains ownership of the CONTENT, but grants you the license on these terms. This license is between the author of the CONTENT and you. Material-UI Themes are not a party to this license or the one granting you the license.

2. Restrictions on use of content

YOU MAY NOT:

  1. Use CONTENT other than as expressly provided by the license you purchased with respect to such CONTENT.
  2. Use any CONTENT in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
  3. Resell, redistribute, provide access to, share or transfer any CONTENT except as specifically provided herein. For example, and not by way of limitation, the foregoing prohibits displaying CONTENT as, or as part of, a "gallery" of CONTENT through which third parties may search and select from such CONTENT.
  4. Use CONTENT in a manner that infringes upon any third party's trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
  5. Incorporate any CONTENT on theme intended for sale or promotional distribution where the CONTENT is the primary value of the theme without an Extended License.
  1. No usage shall be accompanied by a credit to Material-UI Themes.

Part III - Warranties and representations

  1. Material-UI SAS warrants and represents that:
    1. Material-UI Themes's contributors have granted Material-UI Themes all necessary rights in and to the CONTENT to grant the rights set forth in Part II.
    2. CONTENT in its original unaltered form and used in full compliance with this license agreement and applicable law, should not: i) infringe any copyright, trademark or other intellectual property right; ii) violate any third parties' rights of privacy or publicity; iii) violate any French law, statute, ordinance, or regulation; or iv) be defamatory, libelous, pornographic or obscene.
  2. While Material-UI Themes makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions. Material-UI Themes MAKES NO WARRANTIES AND/OR REPRESENTATIONS REGARDING ANY: I) KEYWORD, TITLES OR DESCRIPTIONS. For the sake of clarity, Material-UI Themes will not indemnify or have any liability in respect of any claims arising from inaccurate keyword, titles or descriptions.
  3. Material-UI SAS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS "WARRANTIES AND REPRESENTATIONS" SECTION.

Part IV - Indemnification and liability

  1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Material-UI Themes, Material-UI SAS will defend, indemnify, and hold you harmless up to the applicable "Limit of Liability" set forth below. Such indemnification is solely limited to User’s direct damages arising from a third-party claim directly attributable to Material-UI SAS’s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying Material-UI SAS, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of CONTENT at issue, the name and contact information of the person and/or entity making the claim, copies of all correspondence received and/or sent in connection with the claim). The notification must be emailed to Material-UI Themes at legal@material-ui.com, with a hard copy to Material-UI Themes, 128 Rue La Boétie 75008 Paris, France, Attention: General Counsel, via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. Material-UI Themes shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Material-UI Themes in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that Material-UI Themes is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to Material-UI Themes having a reasonable opportunity to analyze such claim’s validity.

    1. Material-UI Themes shall not be liable for any damages, costs or losses arising as a result of modifications made to the CONTENT or due to the context in which you use the CONTENT.
    2. Limits of Liability: Material-UI Themes’s total maximum aggregate obligation and liability (the "Limit of Liability") arising out of each shall be 1,000 EURO.
    3. If you have questions about the foregoing, please contact Customer Support via support@material-ui.com
  2. You agree to indemnify and hold Material-UI Themes, its officers, employees, shareholders, directors, managers, members and suppliers, harmless against any damages or liability of any kind arising from any use of the CONTENT other than the uses expressly permitted by this license agreement. You further agree to indemnify Material-UI Themes for all costs and expenses that Material-UI Themes incurs in the event that you breach any of the terms of this or any other agreement with Material-UI Themes.

Part V - Additional terms

  1. If Material-UI Themes is required to collect indirect taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Material-UI Themes or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
  2. "Non-transferable" as used herein means that except as specifically provided in this license agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, CONTENT or the right to use CONTENT. You may however, make a one-time transfer of CONTENT to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating CONTENT subject to the terms and conditions herein. If you become aware that any social media website uses any CONTENT in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating CONTENT from such Social Media Site, and to promptly notify Material-UI SAS of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any CONTENT. If you become aware of any unauthorized duplication of any CONTENT please notify us via email at support@Material-UI Themes.com.
  3. Upon notice from Material-UI Themes or if you learn that any CONTENT is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Material-UI Themes may be liable, or if Material-UI Themes removes any CONTENT for any reason and gives you notice of such removal, you will remove the CONTENT from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed CONTENT at your own expense. Material-UI Themes shall provide you with comparable CONTENT (which comparability will be determined by Material-UI Themes in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this license agreement.
  4. If you use any CONTENT as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Material-UI SAS, upon Material-UI Themes’s reasonable request.
  5. Any controversy or claim with Material-UI SAS arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the Association Française d’Arbitrage, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be Paris, France. The language of the arbitration shall be English. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Material-UI Themes shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Material-UI Themes, such action is necessary or desirable.
  6. This license agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This license agreement is governed by and shall be construed in accordance with French law, without respect to its conflict of laws principles.
  7. If you are entering into this license agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Material-UI Themes for any breaches of the terms of this license agreement. You hereby grant Material-UI Themes a worldwide, non-exclusive, limited license to use your trademarks in Material-UI Themes's promotional materials, including a public customer list. Material-UI Themes's use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Material-UI Themes and shall at all times inure to your benefit. Material-UI SAS agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Material-UI SAS of your email request to legal@material-ui.com.
  8. Unless otherwise specified in the coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
  9. If any individual term of this license agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this license agreement, so that this license agreement shall otherwise remain in full force and effect.
  10. It is expressly understood and agreed that this license agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this license agreement as to third parties.
  11. In the event that you breach any of the terms of this or any other agreement with Material-UI Themes, Material-UI Themes shall have the right to terminate your account without further notice, in addition to Material-UI Themes's other rights at law and/or equity. Material-UI Themes shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
  12. Except as expressly set forth herein, Material-UI SAS grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in the CONTENT, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any CONTENT. Material-UI Themes MAY NOT have model or property releases unless expressly indicated on the Material-UI Themes Website.
  13. Material-UI SAS’s liability under any individual license purchased hereunder shall not exceed the "Limit of Liability" applicable to the license in effect at the time customer knows or should have known of the claim, and is without regard to the number of times the subject CONTENT is licensed or used by you.
  14. Except as specifically provided in Part IV hereof, in no event, will Material-UI SAS's total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the Material-UI Themes Website and/or CONTENT contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by Material-UI Themes from you for the applicable CONTENT license.
  15. Neither Material-UI Themes nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the CONTENT, Material-UI SAS's breach of this agreement, or otherwise, unless expressly provided for herein, even if Material-UI Themes has been advised of the possibility of such damages, costs or losses.
  16. Except as expressly set forth in Part III, all CONTENT is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some CONTENT may contain elements that require additional clearance. You are solely responsible for obtaining any additional clearances thereby required.
  17. Material-UI SAS does not warrant that the CONTENT, Material-UI Themes Website, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the CONTENT is solely with you.
  18. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Material-UI Themes, Material-UI Themes will promptly file a complaint with the local authorities for prosecution.

Last update: July 12th, 2019.