MUI X End User License Agreement (commercial plans)
PRELIMINARY WARNING
IMPORTANT - It is imperative to read this End User License Agreement (hereinafter the "EULA") carefully before installing, copying or using the Software.
This EULA constitutes a legally binding agreement between, on the one hand, the professional legal entity, or where applicable the professional individual acting in the course of its business activity, that installs, copies or uses the Software (hereinafter the "Licensee") and, on the other hand, Material-UI SAS (hereinafter "MUI" or the "Licensor").
By purchasing, installing, copying or using the Software in any manner whatsoever, the Licensee acknowledges having read all the provisions of this EULA and agrees to be bound by its terms and conditions without reservation. Where the Licensee acts on behalf of a company or legal entity, the Licensee represents and warrants that it has the requisite authority to bind such entity.
If the Licensee does not agree to the terms of this EULA, or does not have the requisite authority, the Licensee must refrain from installing, copying, using, evaluating or reproducing in any manner whatsoever all or any part of the Software.
TITLE I - GENERAL PROVISIONS
Article 1. Definitions
For the purposes of this EULA, the following terms, when used with an initial capital letter, shall have the meaning set forth below, whether used in the singular or the plural.
"Affiliate(s)" means any entity that directly or indirectly controls the Licensee, is directly or indirectly controlled by the Licensee, or is under direct or indirect common control with the Licensee, where “control” means ownership or control of more than fifty percent (50%) of the voting rights or equity interests, or the power to direct the management and policies of the relevant entity by any other lawful means.
"Application" means a distinct software application, software product or software service developed, deployed or made available by or for the Licensee, whether for internal use or for use by third parties, and having its own functional purpose as a separate solution. Separate modules, interfaces, environments or features forming part of one unified software solution shall not, solely for that reason, be deemed separate Applications. Conversely, separate software products, separate customer-facing solutions, or separate internal or external solutions serving materially distinct purposes may constitute separate Applications even if they share portions of the same codebase, infrastructure or repository.
"Authorized Developer(s)" means the employees, contractors and service providers of the Licensee and its Affiliates who are expressly authorized by the Licensee to develop, maintain, modify, test or otherwise contribute to the front-end code of software projects incorporating the Software, whether such contribution is made directly through the Software or indirectly through any wrapper, abstraction layer or related implementation.
"Authorized Third Party" means any agent, subcontractor or service provider of the Licensee authorized to use the Software under the conditions set forth in Article 7.4 of this EULA.
"Documentation" means all technical documents, user guides and functional specifications relating to the Software, made available by the Licensor on the Website.
"Effective Date" means the date on which this EULA takes effect, corresponding to the date of purchase of the Software by the Licensee.
"Licensee" means the professional legal entity, or where applicable the professional individual acting in the course of its business activity, that acquires the right to use the Software under this EULA. Where an individual accepts this EULA on behalf of a company or other entity, such company or entity shall be deemed the Licensee.
"License Key" means the technical device made available by the Licensor to verify compliance of the use of the Software with the terms of this EULA.
"License Term" means the period during which the license is valid, commencing on the Effective Date and ending at the expiry of a minimum period of twelve (12) months, subject to renewal under the conditions set forth in this EULA.
"Licensor" or "MUI" means Material-UI SAS, a French simplified joint-stock company (société par actions simplifiée), having its registered office at 128 Rue La Boetie, 75008 Paris, France.
"Open-Source Components" means third-party software elements integrated into the Software or on which the Software depends, distributed under free or open-source licenses, in particular under the MIT License.
"Production Environment" means any technical environment in which the Software is deployed such that end users can view, experience and interact with the product developed by the Licensee.
"Software" means the MUI X user interface component library, distributed by the Licensor under the Pro, Premium, and Enterprise commercial plans, protected by intellectual property law. The Software consists of a set of software components written in JavaScript and intended to be integrated by the Licensee into applications developed with the React framework. The Software is distributed in the form of downloadable packages through the npm package manager and installed locally on the Licensee's equipment. The term Software encompasses the Source Code, object code, associated Documentation, preparatory design material, updates and upgrades published by the Licensor during the License Term, as well as any auxiliary module integrated into the Software, including the telemetry module described in Article 7.2. The term Software does not cover Open Source Components on which the Software may depend, which remain governed by their own respective licenses in accordance with Article 10.3.
"Source Code" means all files and instructions of the Software expressed in a human-readable form, including comments and integrated technical documentation.
"Website" means all websites operated by MUI, and in particular the website accessible at https://mui.com/.
Article 2. Purpose
The purpose of this EULA is to define the conditions under which the Licensor grants the Licensee a license to use the Software, and to determine the respective rights and obligations of the Parties in connection with such use.
Nothing in this EULA shall be construed as transferring, assigning or otherwise conveying to the Licensee any intellectual property rights in or to the Software. The Licensee is granted a limited right to use the Software solely within the scope and subject to the conditions expressly set forth herein.
TITLE II - LICENSE GRANT
Article 3. Commercial Plans
The Software is made available by the Licensor under distinct commercial plans, including the Pro plan, the Premium plan, and the Enterprise plan, each providing a specific set of features, functionalities, entitlements and support options, as further described on the Website.
Depending on the commercial plan selected by the Licensee, the Software may also be offered under different licensing options, including different license models and different scopes of use.
In particular, where offered by the Licensor, the Licensee may be required to choose whether the Software is licensed for a Single Application or for Multiple Applications. The applicable fees vary depending on the commercial plan and the licensing option selected.
For the avoidance of doubt, the selection of a Single Application or Multiple Applications license does not affect the requirement that each Authorized Developer using the Software must be duly licensed in accordance with this EULA.
The commercial plan and licensing option selected by the Licensee form an integral part of the contractual framework governing the Licensee’s use of the Software under this EULA.
Article 4. License Grant
4.1. Nature and Scope of the License
Subject to payment of the applicable fees set forth in Article 11 and compliance with the terms of this EULA, the Licensor grants the Licensee and its Affiliates a limited, worldwide, non-exclusive, non-transferable right to install, use, integrate and reproduce the Software solely as necessary for the Licensee’s permitted use under this EULA.
The scope of the license granted under this EULA is strictly limited by:
(a) the commercial plan selected by the Licensee; (b) the applicable license model selected by the Licensee; (c) the number of Authorized Developers duly licensed under this EULA; and (d) where applicable, whether the Software is licensed for a Single Application or for Multiple Applications.
Where the Licensee purchases a Single Application license, the Software may be used solely in connection with one (1) Application.
Where the Licensee purchases a Multiple Applications license, the Software may be used in connection with more than one Application, subject to the scope covered by the license purchased.
For the avoidance of doubt, the rights granted under this EULA do not include any right to use the Software beyond the scope of the commercial plan, license model, developer count and application scope selected by the Licensee.
The license shall take effect on the Effective Date. It covers the version of the Software made available to the Licensee at the time of purchase, together with any updates, upgrades or additional versions to which the Licensee becomes entitled during the License Term in accordance with Article 12.
4.2. Sublicense Conditions
The Licensee may permit the use of the Software by third parties only to the limited extent necessary for the operation, use or distribution of a larger software product or service developed by or for the Licensee and incorporating the Software.
Any such use by a third party shall be strictly limited to the use of the Software as embedded in, or technically required for, such larger product or service, and shall not grant the relevant third party any independent right to access, use, exploit, extract, reuse, reproduce, distribute or commercialize the Software on a standalone basis.
The Licensee shall ensure that any such third party is bound by written terms that are sufficient to protect the Licensor’s rights in the Software and to prevent any use of the Software beyond the scope permitted under this EULA.
No third party shall have the right to further sublicense the Software.
The Licensee shall remain fully liable for any act or omission of any such third party in connection with the Software. Any breach by such third party of the conditions applicable under this EULA shall be deemed a breach by the Licensee.
Article 5. License Model and Term
5.1. Choice of License Model
At the time of purchase, the Licensee shall select the applicable license model offered by the Licensor.
Unless otherwise expressly stated at the time of purchase, the applicable license model shall be the Annual License.
Where offered by the Licensor, the Licensee shall also select the applicable scope of use of the Software, including whether the Software is licensed for a Single Application or for Multiple Applications.
Any change to the selected license model or scope of use shall be subject to the Licensor’s approval and to payment of any applicable additional fees.
5.1.1. During an active License Term, the Licensee may request a change of license model or scope of use, limited to an upgrade from a Pro License to a Premium License, or a switch from a Single Application scope to a Multiple Applications scope, by sending a written request to the Licensor at sales@mui.com.
5.1.2. Upon receipt of such request and subject to its acceptance, the Licensor shall issue a new order corresponding to the requested license model or scope. The Licensor shall, in accordance with its commercial practice, apply to such new order a discount intended to reflect the residual value of the Licensee's existing order at the date of the change. The terms of such discount shall be specified in the new order submitted to the Licensee for acceptance.
5.1.3. Where the License Term has expired, any change of license model or scope of use shall be implemented by the placing of a new order by the Licensee under the conditions then in force.
5.1.4. Any change pursuant to Articles 5.1.1 and 5.1.2 shall be subject to the Licensor's prior acceptance and to payment of the corresponding fees as set forth in the new order.
5.2. Annual License
Under the Annual License model:
(a) each Authorized Developer contributing to the front-end code of a project incorporating the Software must hold an active license for the duration of the License Term; (b) the Licensee may continue to use, on a perpetual basis, in a Production Environment only, any version of the Software made available before expiry of the License Term; and (c) except as provided in paragraph (b), the Licensee may not continue to develop, modify, maintain or otherwise use the Software in any non-production environment after expiry of the License Term unless the license is renewed.
5.3. Perpetual License
Under the Perpetual License model, the Licensee may continue to use, on a perpetual basis, any version of the Software made available before expiry of the License Term in any environment, including development, staging and production environments.
The Perpetual License does not include any right to receive updates, upgrades or new versions released after expiry of the License Term, unless otherwise expressly agreed by the Licensor.
5.4. Application Scope
Where the Licensee purchases a Single Application license, the Software may be integrated, used and deployed solely in connection with one (1) Application.
A Single Application license does not authorize the Licensee to reuse the Software across multiple distinct Applications, products or software solutions, even where such Applications, products or solutions share portions of the same codebase, infrastructure or development environment.
Where the Licensee purchases a Multiple Applications license, the Software may be integrated, reused, used and deployed in connection with more than one Application, within the limits of the license purchased.
Any use of the Software in connection with an additional Application beyond the licensed scope shall require the purchase of an additional license or an upgrade to a Multiple Applications license.
Article 6. Evaluation License
The Licensee may evaluate the Software free of charge under the following conditions:
(a) for a period of thirty (30) days from the first use of the Software in a non-production environment, for the purpose of assessing whether the Software meets the Licensee’s needs; and (b) on a limited basis, for development activities not intended for production use, including, for example, reproducing a bug in the context of an issue report or conducting technical or performance tests.
The evaluation rights granted under this Article are strictly limited to testing, assessment and other non-commercial pre-deployment purposes. They do not authorize ongoing development, deployment, internal operational use or any production use of the Software beyond the scope expressly permitted above.
Upon expiry of the applicable evaluation period, or where the Licensee wishes to continue using the Software beyond the limited purposes authorized under this Article, the Licensee must purchase the appropriate license and comply with this EULA.
TITLE III - USE OF THE SOFTWARE
Article 7. Number of Licenses, Telemetry and Authorized Third Parties
7.1. Authorized Developer Count Rule
The number of Authorized Developers must correspond to the maximum number of developers working simultaneously on the front-end code of projects incorporating the Software, during any continuous twenty-four (24) hour period.
For the purposes of this Article, the term "front-end code" means code executed in a browser, primarily in JavaScript. The term "simultaneously" refers to development work performed during the same calendar day, regardless of the applicable time zone.
Developers using the Software indirectly, in particular through a wrapper library, as well as developers working on the front-end code of a project that includes the Software without necessarily using the Software directly, shall be included in the count.
Conversely, persons who merely run the front-end for testing purposes, in particular to verify back-end changes, and who do not make any changes to the front-end code, are not required to hold a license.
7.2. Telemetry
7.2.1. The Software incorporates a telemetry module ("@mui/x-telemetry") designed to collect usage data relating to the use of the Software's components by the Licensee and its Authorized Developers. The telemetry module operates exclusively in the development environment. In the production environment, telemetry is entirely disabled and removed from the executed code.
The telemetry module pursues two distinct purposes, namely, on the one hand, the improvement of the Software (analysis of the most used components, identification of malfunctions, guidance of future developments), and on the other hand, the verification of compliance of the use of the Software with the terms of this EULA, and in particular compliance with the number of Authorized Developers set forth in Article 7.1 (counting of development machines).
7.2.2. The telemetry module may process the categories of data described in the table below. The descriptions set out below are provided for transparency purposes and reflect the telemetry functionality as made available by the Licensor as of the date of this EULA. The Licensor’s Privacy Policy and the telemetry-related technical documentation made available on the Website further describe the applicable technical settings, retention periods, privacy rights and implementation details relating to telemetry-related processing.
| Data | Environment | Description | Nature | Legal Basis | Mechanism | Retention Period |
|---|---|---|---|---|---|---|
| machineId | Server (Node.js, postinstall) | SHA-256 hash of the machine's hardware identifier | Pseudonymised personal data | Legitimate interest (Art. 6(1)(f) GDPR) | OPT-OUT (enabled by default) | Duration of the contractual relationship. Archival: 5 years after contract end. |
| projectId | Server (Node.js, postinstall + runtime) | SHA-256 hash of the repository or package name | Not personal data | Legitimate interest (Art. 6(1)(f) GDPR) | OPT-OUT (enabled by default) | Duration of the contractual relationship. Archival: 5 years after contract end. |
| isDocker / isCI | Server (Node.js, postinstall) | Booleans indicating the technical environment | Not personal data | Legitimate interest (Art. 6(1)(f) GDPR) | OPT-OUT (enabled by default) | Duration of the contractual relationship. Archival: 5 years after contract end. |
| anonymousId | Browser (runtime, localStorage) | Unique identifier stored in the browser's localStorage | Personal data - Tracker (Art. 82 French Data Protection Act) | Consent (Art. 6(1)(a) GDPR + Art. 82 French DPA) | OPT-IN (disabled by default) | Duration of the contractual relationship. Archival: 5 years after contract end. |
| fingerprint | Browser (runtime, browser API + localStorage) | Browser digital fingerprint (fingerprintjs), non-resettable | Non-resettable personal data - Tracker (Art. 82 French DPA) | Consent (Art. 6(1)(a) GDPR + Art. 82 French DPA) | OPT-IN (disabled by default) | Duration of the contractual relationship. Archival: 5 years after contract end. |
| sessionId | Browser (runtime, sessionStorage) | Session identifier stored in sessionStorage | Ephemeral personal data - Tracker (Art. 82 French DPA) | Consent (Art. 6(1)(a) GDPR + Art. 82 French DPA) | OPT-IN (disabled by default) | Duration of the session |
Key - Rows with a yellow background are subject to the opt-out mechanism (enabled by default, may be disabled at any time). Rows with a green background are subject to the opt-in mechanism (disabled by default, activation only upon prior and separate consent).
7.2.3. The collection of machineId, projectId and isDocker/isCI data is carried out at the time of installation of the Software (postinstall script), in a server environment (Node.js), outside any web browser. The processing of such data is based on the legitimate interest of the Licensor within the meaning of Article 6(1)(f) of Regulation (EU) 2016/679 (GDPR), consisting of the need to verify compliance with license conditions and to improve the Software.
The collection of such data is enabled by default. The Licensor undertakes to inform the Licensee of the existence of such collection upon first use of the Software, by means of a clear message displayed in the development terminal (command-line interface).
The Licensee and its Authorized Developers may disable such collection at any time, without having to provide any justification, by calling the function "muiXTelemetrySettings.disableTelemetry()" in the application code, or by setting the environment variable "MUI_X_TELEMETRY_DISABLED=true". Disabling takes effect immediately.
7.2.4. The categories of data concerned, the applicable technical settings, the retention periods, and the privacy terms applicable to telemetry-related processing are described in the Licensor’s Privacy Policy and, where applicable, in the telemetry-related technical documentation made available on the Website.
The collection of such data is disabled by default and may only be enabled by the prior, freely given, specific, informed and unambiguous consent of the Authorized Developer.
Consent is obtained by one of the following means, namely a specific message displayed in the development interface (browser console) upon first execution of the Software, inviting the Authorized Developer to accept or refuse browser-side collection, or the voluntary calling of the function "muiXTelemetrySettings.enableBrowserTelemetry()" by the Authorized Developer, or the voluntary setting of the environment variable "MUI_X_BROWSER_TELEMETRY_ENABLED=true".
The Authorized Developer may withdraw consent at any time by calling the function "muiXTelemetrySettings.disableBrowserTelemetry()" or by setting the environment variable "MUI_X_BROWSER_TELEMETRY_ENABLED=false". Withdrawal of consent shall not affect the lawfulness of processing based on consent given prior to its withdrawal.
7.2.5. The Licensee acknowledges that telemetry-related processing may be enabled, disabled or configured through technical settings, environment variables, product configuration, functions or other mechanisms made available by the Licensor in the Software, the Documentation, the Telemetry Guide or the Privacy Policy.
7.2.6. Under no circumstances may telemetry-related data be used by the Licensor for commercial exploitation unrelated to the operation, support, maintenance, improvement, security or compliance management of the Software and the Licensor’s related services.
Telemetry-related data shall not be sold as such to third parties. Any disclosure or access granted to third-party service providers shall be limited to what is necessary for the purposes described in this Article and shall remain subject to the Licensor’s applicable privacy documentation and contractual safeguards.
7.2.7. The detailed operating procedures of the telemetry module are described in the MUI X Telemetry Guide available on the Website. The processing of telemetry-related data is further governed by the Licensor’s Privacy Policy, also available on the Website.
In the event of any need for clarification regarding the operational implementation of telemetry-related processing, the Privacy Policy and the telemetry-related technical documentation shall serve to supplement the present Article, provided that nothing in such documentation shall be construed as reducing the Licensee’s contractual rights or the Licensor’s obligations under this EULA.
7.3. Insufficient Licenses
In the event that the number or scope of licenses acquired by the Licensee proves insufficient in view of the Licensee’s actual use of the Software, including, where applicable, the number of Authorized Developers or the number of Applications covered by the relevant license, the Licensee shall be required to acquire the additional licenses or upgrades necessary to achieve compliance.
The price of such additional licenses or upgrades shall be determined by the Licensor, without however exceeding the applicable list price. Support for such additional licenses or upgrades shall be aligned with the expiry date of existing licenses.
In order to acquire the additional licenses or upgrades required to achieve compliance, the Licensee shall contact the Licensor at sales@mui.com. Upon receipt of such request, the Licensor shall issue a corresponding order specifying the number and scope of additional licenses, the applicable fees (which shall not exceed the applicable list price) and the alignment of the new licenses with the expiry date of the existing licenses. The Licensee shall be required to confirm and pay such order within a reasonable period in order to regularize its situation.
7.4. Authorized Third Parties
The Licensee may authorize its Authorized Third Parties to use the Software, provided that such use is carried out exclusively for the benefit of the Licensee and in compliance with the provisions of this EULA.
The Licensee shall remain fully responsible for compliance with this EULA by its Authorized Third Parties. Any breach of this EULA by an Authorized Third Party shall be deemed a breach committed by the Licensee itself.
Article 8. Restrictions on Use
8.1. General Prohibitions
The Licensee shall not sell, lease, distribute, assign, transfer or encumber in any manner whatsoever the rights granted under this EULA in respect of the Software, except as expressly authorized herein.
8.2. Non-Competition Clause
The Licensee shall not incorporate all or any part of the Software into any product, service or project that competes, directly or indirectly, with the Software or that has a substantially similar purpose or functionality.
By way of non-exhaustive illustration, and unless expressly authorized in writing by the Licensor, the Licensee may not use the Software, or any part thereof, to develop, commercialize or make available any no-code or low-code product, development toolkit, component library, application builder, website builder, user interface designer, or any other offering intended primarily for use by developers or designers and having a purpose or functionality similar to that of the Software.
8.3. Internal Use
By way of derogation from Article 8.2, the Licensee is authorized to integrate or adapt the Software into internal tools, libraries, design systems or any other internal resource used exclusively by the Licensee, its Affiliates, and their respective employees, contractors and service providers, provided that such tools or resources are never made available to any unlicensed third party, whether for consideration or free of charge.
8.4. Prohibition on Sharing with Third Parties
Without the prior written consent of the Licensor, the Licensee shall not incorporate the Software, or any part or derivative work thereof, into any product, service, code repository or deliverable in a manner that grants any external party an independent right to access, use, exploit, reproduce, distribute or commercialize the Software as such.
In particular, and except as expressly permitted under this EULA, the Licensee shall not incorporate the Software into any no-code or low-code product, development toolkit, component library, application builder, website builder, user interface designer, or similar offering intended for developers or designers.
Article 9. License Key and Compliance Verification
In order to ensure compliance with the provisions of this EULA, the Software may require the installation of a License Key.
Where a License Key is required, the Licensor shall make a valid License Key available to the Licensee. The Software may display warnings, based on the License Key, when it detects that the Licensee's use of the Software does not appear to comply with the provisions of this EULA.
It is expressly specified that possession of a valid License Key does not, in itself, confer the right to use the Software. Compliance of the use of the Software shall be assessed in light of all the provisions of this EULA.
Article 10. Source Code and Third-Party Components
10.1. Availability of Source Code
The Licensor makes the Source Code of the Software available to the Licensee. The Source Code is publicly accessible at https://github.com/mui/mui-x.
10.2. Right to Modify
The Licensee and its Affiliates are authorized to make modifications to the Source Code of the Software, exclusively for the needs of the Licensee and its Affiliates, in compliance with the provisions of this EULA.
The Licensor shall not be under any obligation to provide assistance or support in connection with modifications made by the Licensee or its Affiliates to the Source Code. The warranty set forth in Article 15 does not cover such modifications.
10.3. Open-Source Components
The Software may depend on Open-Source Components distributed under free licenses, in particular the MIT License. The provisions of this EULA do not apply to Open-Source Components, which remain governed by their respective licenses.
In the event of a conflict between the provisions of this EULA and the terms of a license applicable to an Open-Source Component, the terms of such license shall prevail for the relevant Open-Source Component. The Licensee undertakes to comply with the terms of each of the licenses applicable to the Open-Source Components integrated into the Software.
TITLE IV - FINANCIAL TERMS
Article 11. Financial Terms
11.1. Price
The Licensee agrees to pay the license fees as indicated on the Website https://mui.com/pricing/ or in the quotation provided to the Licensee at the time of execution of this EULA.
11.2. Payment Terms
License fees are due upon receipt of the invoice issued by the Licensor. Unless otherwise agreed between the Parties, the Licensee shall have a period of thirty (30) days from the date of the invoice to make payment.
Payment shall be made using one of the payment methods accepted by the Licensor, namely: (i) PayPal, for transactions of less than two hundred US dollars (USD 200); (ii) international bank transfer, for transactions of three hundred and fifty US dollars (USD 350) or more; and (iii) credit card, securely processed by Stripe, which is available for transactions of any amount and shall in particular apply to transactions comprised between USD 200 and USD 350.
The Licensor does not accept orders, and shall not process payments, from customers established, domiciled or making payment from the following countries and territories: Belarus, Cuba, Iran, North Korea, Russia, Syria.
In addition, international bank transfers in US dollars are processed through the Licensor's payment service provider Wise and are therefore subject to Wise's own acceptance policies, restrictions and compliance requirements, which may evolve over time and may result, at the sole discretion of Wise, in the rejection, delay or return of a transfer originating from certain countries or territories.
The up-to-date list of countries from which international SWIFT payments in US dollars may be received through Wise is available at the following address: https://wise.com/help/articles/3MObHiWysjT2DzDNHTupa4/what-countries-can-i-receive-international-swift-payments-from
Where a bank transfer cannot be processed for any such reason, the Licensee may, subject to the thresholds set out above, settle the invoice by credit card (via Stripe) or by PayPal, which shall serve as fallback payment methods.
11.3. Late Payment Penalties
In the event of late payment, the Licensor shall be entitled to charge the Licensee late payment interest at the rate of one percent (1%) per month of delay, or at the maximum rate permitted by applicable law if lower.
The Licensee shall also reimburse the Licensor for all reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees and applicable recovery costs permitted by law.
11.4. Currency and Taxes
Unless expressly stated otherwise, all amounts are expressed in United States Dollars (USD).
All amounts are exclusive of value added tax (VAT) which, where charged by the Licensor, shall be paid by the Licensee at the rate and under the conditions provided for by applicable law. All other taxes, customs duties or similar charges shall be borne exclusively by the Licensee.
11.5. No Refund
License fees paid are non-refundable, including in the event that the Licensee or its Authorized Developers cease to use the Software, support or updates, except as expressly provided in this EULA. The Licensee has the benefit of the evaluation period referred to in Article 6 to determine the suitability of the Software for its needs.
TITLE V - UPDATES AND SUPPORT
Article 12. Updates and Maintenance
12.1. Entitlement to Updates
The Licensee shall be entitled, during the License Term, to all updates and upgrades of the Software published by the Licensor, at no additional charge, from the Effective Date.
12.2. Renewal
The Licensee may renew the License Term for an additional period, and for each subsequent period, in order to continue active development with the Software and to continue to receive updates and upgrades.
12.3. Discontinuation of a Component
The Licensor reserves the right to discontinue the development or distribution of any component of the Software, subject to giving the Licensee reasonable prior notice. The Licensor shall remain obligated to provide the technical support set forth in this EULA for any component whose development has been discontinued, for the remainder of the current License Term.
Article 13. Technical Support
13.1. Support Period and Plans
The Licensee shall be entitled to technical support during the License Term (hereinafter the "Support Period"). Unless otherwise indicated, the Support Period begins on the Effective Date.
The Licensee shall be entitled, depending on its choice and the plan acquired, to the "Standard" level of support (included by default) or the "Priority" level of support (optional, subject to an additional fee), as determined at the time of purchase and documented in the order confirmation. Service level commitments are defined in the service level agreement (SLA) appended to this EULA.
Notwithstanding the foregoing, no technical support, whether under the "Standard" or the "Priority" level, shall be provided by the Licensor in connection with an evaluation license issued under Article 6 of this EULA. The Licensee acknowledges and accepts that the use of the Software during the evaluation period is provided "as is", without any support obligation on the part of the Licensor, without prejudice to the Licensor's right to provide, on a purely discretionary basis and without creating any contractual obligation, ad hoc assistance during the evaluation period.
13.2. Upgrade and Renewal of Support
The Licensee may upgrade its support plan at any time during an active Support Period, subject to the availability of the chosen plan. The upgrade does not change the end date of the current Support Period.
Support is renewed concurrently with the renewal of maintenance.
TITLE VI - INTELLECTUAL PROPERTY
Article 14. Intellectual Property
14.1. Ownership by the Licensor
The Parties acknowledge that the Software, including the source code, object code, Documentation, architecture, algorithms, interfaces and all elements composing it, remains the exclusive property of the Licensor, which retains all intellectual property rights therein.
The license granted under this EULA does not transfer any intellectual property rights in the Software to the Licensee. The Licensee has only a right of use strictly limited to the conditions defined herein.
14.2. Proprietary Notices
The Licensee expressly undertakes not to remove, alter or modify in any manner whatsoever any intellectual property notices, copyright notices, legal notices or any other proprietary legend affixed to the Software or appearing in the source code or the Documentation.
The Licensee further undertakes to reproduce all such notices identically on any copy of the Software, including backup copies, that it may be authorized to make under this EULA.
14.3. Trademarks and Distinctive Signs
This EULA does not grant the Licensee any rights in the trademarks, logos, trade names, domain names or any other distinctive signs belonging to the Licensor. The Licensee shall not use such distinctive signs for any purpose without the prior written consent of the Licensor.
14.4. Obligation to Respect the Licensor's Rights
The Licensee undertakes not to infringe, directly or indirectly, the Licensor's intellectual property rights in the Software. The Licensee shall take all necessary measures with respect to its personnel, service providers and Authorized Third Parties to ensure compliance with such rights.
14.5. Infringement by the Licensee
Any use of the Software exceeding the scope of the rights granted under this EULA shall constitute infringement within the meaning of Article L. 335-3 of the French Intellectual Property Code and may give rise to civil and criminal proceedings by the Licensor against the Licensee, without prejudice to the Licensor's right to terminate this EULA in accordance with Article 20.
14.6. Third-Party Intellectual Property Claims
Any third-party intellectual property claim relating to the Licensee’s use of the Software in accordance with this EULA shall be governed exclusively by the indemnification provisions set forth in Article 17.
14.7. Notification of Third-Party Infringements
Any act of infringement, unfair competition or free-riding affecting the Software of which the Licensee becomes aware shall be notified to the Licensor in writing without delay. The Licensor shall have sole discretion as to whether to initiate proceedings against the third parties concerned.
TITLE VII - WARRANTIES AND LIABILITY
Article 15. Warranties
15.1. Legal Capacity
Each Party represents and warrants that it has the legal capacity and authority necessary to enter into this EULA and to perform its obligations hereunder.
15.2. Integrity of the Software
The Licensor warrants that the Software shall not knowingly contain any malware, virus, Trojan horse, backdoor or any other mechanism or functionality likely to interfere with the normal use of the Software by the Licensee, or to damage or destroy the Licensee's data or property.
15.3. Conformity with the Documentation
The Licensor warrants to the Licensee that, for a period of twelve (12) months from the Effective Date, the Software shall perform substantially in accordance with the Documentation (hereinafter the "Warranty Period").
In the event of non-conformity identified during the Warranty Period, the Licensee's exclusive remedy and the Licensor's sole obligation shall consist of the Licensor using commercially reasonable efforts to correct the non-conformity within a reasonable time, provided that the Licensee has notified the Licensor in writing during the Warranty Period and has allowed a reasonable cure period.
If the Licensor reasonably determines that correction of the non-conformity is not economically or technically feasible, the Licensor may revoke the license and issue a full refund of the license fees paid by the Licensee.
15.4. Exclusion for Unstable Features
The conformity warranty set forth in Article 15.3 does not apply to features of the Software designated as unstable. A feature shall be considered unstable if it is exposed to the Licensee through an application programming interface (API) whose name contains the term "unstable", or distributed in a package whose version is not considered stable under the conventions of semantic versioning (SemVer), such as alpha, beta or other pre-release versions, or documented as "experimental".
15.5. Residual Warranty Disclaimer
Subject to the warranties expressly set forth in Articles 15.1 to 15.4 above, the Software is provided "as is". The Licensor disclaims all warranties, express or implied, not expressly stated in this EULA, including any implied warranties of merchantability, fitness for a particular purpose, availability, or error-free or uninterrupted operation, to the fullest extent permitted by applicable law.
To the extent that applicable law does not permit the Licensor to exclude certain implied warranties, the scope and duration of such warranties shall be limited to the minimum permitted by law.
Article 16. Limitation of Liability
16.1. Exclusion of Indirect Damages
To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, including, without limitation, loss of profits, loss of revenue, business interruption, loss of business data or any other pecuniary loss, whether such damages arise from the use of or inability to use the Software, from the provision of or failure to provide support services, or from any other cause related to this EULA, even if the affected Party has been advised of the possibility of such damages.
16.2. Liability Cap
The aggregate liability of each Party under this EULA, from all causes of action, shall not exceed the total amount of fees actually paid by the Licensee to the Licensor in respect of the Software during the twelve (12) months preceding the event giving rise to liability.
16.3. Exceptions to the Cap
The limitations and exclusions of liability set forth in Articles 16.1 and 16.2 shall not apply to indemnification obligations under Article 17, in the event of gross negligence or wilful misconduct by either Party, in the event of personal injury, or in any other case where applicable law prohibits the limitation or exclusion of liability.
16.4. Assumption of Risk
The Licensee acknowledges that the Software may produce inaccurate or unsuitable results, whether due to a defect in the Software, the specific configuration of the Licensee’s environment, or incorrect use, deployment or interpretation by the Licensee.
Accordingly, the Licensee remains responsible for verifying that the Software is suitable for its intended use and for exercising appropriate judgment in connection with its implementation and use.
Nothing in this Article 16.4 shall be construed as excluding the Licensor’s express obligations under this EULA, including the warranties expressly set forth in Article 15.
Article 17. Indemnification
17.1. Indemnification by the Licensor
The Licensor agrees to defend, indemnify and hold harmless the Licensee against any third-party claim alleging that the Licensee’s use of the Software in accordance with this EULA infringes any intellectual property right, including patents, trademarks, copyrights or trade secrets, provided that the Licensee:
(a) notifies the Licensor in writing as soon as practicable following notice of the claim; (b) cooperates reasonably in the defence of the claim; and (c) does not admit liability, settle or compromise the claim without the Licensor’s prior written consent.
The Licensor shall bear the reasonable costs of the defence of any such claim. The Licensee may participate in the defence with counsel of its own choosing at its own expense.
17.2. Indemnification by the Licensee
The Licensee agrees to defend, indemnify and hold harmless the Licensor, its officers, directors, employees, agents and representatives against any third-party claim, demand, loss, liability, damage or expense, including reasonable attorneys’ fees, arising out of or in connection with a material breach of this EULA by the Licensee or by any person acting on its behalf.
The Licensor shall notify the Licensee in writing as soon as practicable following notice of the claim and shall cooperate reasonably in the defence thereof. The Licensee shall not settle or compromise any such claim in a manner that adversely affects the Licensor without the Licensor’s prior written consent.
TITLE VIII - PERSONAL DATA AND CONFIDENTIALITY
Article 18. Personal Data
18.1. Data Processing
The Licensor, in its capacity as data controller within the meaning of Regulation (EU) 2016/679 on the protection of personal data (GDPR), processes personal data relating to its customers, users and other relevant individuals in accordance with its Privacy Policy, available on the Website.
Such processing may include, where applicable, telemetry-related processing as described in this EULA and further detailed in the Licensor’s Privacy Policy and telemetry-related technical documentation.
18.2. Security and Non-Disclosure
Data collected by the Licensor from the Licensee shall be stored and maintained using appropriate technical and organizational security measures.
The Licensor shall not lend, lease, sell or otherwise commercialize personal data or customer information obtained in connection with the Software as such.
The Licensor may disclose or make such information accessible only to the extent necessary for the operation, support, maintenance, security, administration or improvement of the Software and the Licensor’s related services, or where required by applicable law, and in each case in accordance with the Licensor’s Privacy Policy and applicable contractual or legal safeguards.
Article 19. Confidentiality
19.1. Confidentiality Obligations
Each Party undertakes to keep strictly confidential all information received from the other Party in connection with this EULA, and to use such information solely for the purpose of performing its contractual obligations, unless otherwise agreed in writing between the Parties.
19.2. Exceptions
The confidentiality obligation set forth in Article 19.1 shall not apply to information that was in the public domain at the time of disclosure, that was legitimately received from a third party not bound by a confidentiality obligation, that became public after disclosure through no fault of the receiving Party, that was already in the possession of the receiving Party prior to the execution of this EULA, or that was independently developed by the receiving Party without use of or reference to the other Party's confidential information, as evidenced by the receiving Party's written records.
19.3. Legally Required Disclosure
Either Party may disclose the other Party's confidential information if compelled to do so by a court order or administrative injunction, provided that it notifies the other Party in writing as soon as practicable, unless such prior notification is prohibited by applicable law, and complies with any protective measures ordered.
TITLE IX - TERMINATION
Article 20. Termination
20.1. Termination for Breach
Either Party may terminate this EULA by written notice to the other Party in the following cases.
Termination shall be effective as of right where the other Party commits a material breach of this EULA that cannot be cured.
Termination may also be effective where the other Party commits a material breach of this EULA that can be cured, but has not cured such breach within thirty (30) days following receipt of a written notice of default sent by the aggrieved Party.
Termination may further be effective where the other Party is subject to insolvency proceedings or ceases its activities.
For the purposes of this Article, a breach shall be considered curable if it is possible to take measures to restore the other Party to the position it would have been in had the breach not occurred.
20.2. Termination for Convenience
The Licensee may terminate this EULA at any time, for convenience, by written notice to the Licensor. In such event, the Licensee shall not be entitled to any refund or credit in respect of prepaid fees.
20.3. Effects of Termination
Upon termination of this EULA, for whatever reason, the license granted to the Licensee shall terminate immediately. The Licensee must immediately cease all use of the Software and destroy all copies of the Software in its possession, and require its Authorized Third Parties to do the same.
20.4. Survival
The termination or expiry of this EULA shall not affect the validity of provisions which, by their nature, are intended to survive. The Licensee's obligation to pay any amounts due and payable to the Licensor shall also survive termination or expiry of this EULA.
TITLE X - FINAL PROVISIONS
Article 21. Force Majeure
Neither Party shall be liable for any delay or failure in the performance of its obligations under this EULA (with the exception of payment obligations) resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code.
Article 22. Prior Mediation
In the event of any dispute arising from the validity, interpretation, performance or termination of this EULA, the Parties agree, prior to any legal proceedings, to attempt to resolve their dispute amicably through mediation, in accordance with Articles 1530 et seq. of the French Code of Civil Procedure.
The mediator shall be chosen by mutual agreement between the Parties. Failing agreement within fifteen (15) days following the mediation request, the mediator shall be appointed by the Paris Mediation and Arbitration Center (CMAP).
The mediation shall last no more than sixty (60) days from the appointment of the mediator. Failing an amicable settlement at the end of this period, the Parties shall be free to bring the matter before the competent courts in accordance with Article 23 of this EULA.
Article 23. Governing Law and Jurisdiction
This EULA shall be governed by French law.
Any dispute arising out of or in connection with the validity, interpretation, performance or termination of this EULA shall, failing amicable resolution in accordance with Article 22 above, be submitted to the exclusive jurisdiction of the Paris Commercial Court (Tribunal des activités économiques de Paris), subject to any mandatory rule of law assigning jurisdiction to another court.
Article 24. Miscellaneous
24.1. Entire Agreement
This EULA constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, correspondence, agreements or undertakings relating to the Software, whether written or oral.
24.2. Amendment
Any amendment to this EULA must be made by written amendment accepted by the Licensee. The Licensor undertakes to notify the Licensee of any proposed amendment to this EULA within a reasonable time before its entry into force. The Licensee shall be free to reject the new terms, in which case it may terminate this EULA under the conditions set forth in Article 20.2.
24.3. Assignment
This EULA may not be assigned by the Licensee to any third party without the prior written consent of the Licensor. The Licensor may freely assign this EULA to any entity that may succeed it or to which it may transfer all or part of its activities related to the Software, subject to notifying the Licensee.
24.4. Waiver
The failure by either Party to enforce any breach by the other Party of any obligation under this EULA shall not be construed as a waiver of the right to subsequently enforce such breach or any other breach.
24.5. Notices
Notices under this EULA must be clearly identified as legal communications and sent by electronic mail to legal@mui.com for the Licensor, and to the address provided by the Licensee upon execution of this EULA for the Licensee.
Last updated - April 8th, 2026.
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