Avalonia Accelerate Community Licence

1. Preamble and Parties

This Community Tier Licence Agreement (the Agreement) is between Avalonia UI (AvaloniaUI OÜ) (Licensor) and the Licensee.

Avalonia UI develops and owns Avalonia Accelerate. The Community Tier is provided free of charge and consists of developer tools only. By downloading, installing or using the Software, the Licensee agrees to this Agreement.

2. Definitions

• Software means Avalonia Accelerate (Community Tier), consisting solely of developer tools and applications that assist in building applications with Avalonia, including any binaries and documentation that accompany those tools.

• Tools means the developer utilities provided in the Community Tier, including design surfaces, IDE extensions, packaging utilities, CLI tools and related applications that run on a developer workstation.

• Components mean user interface controls, runtime libraries or frameworks intended for embedding in Licensee applications. Components are not included in the Community Tier and are expressly excluded from this Agreement.

• Licensee means the person or entity that accepts this Agreement. Where the Software is installed on or used through systems owned or controlled by an organisation, that organisation is deemed to be the Licensee.

• Organisation means any legal entity, including its subsidiaries and affiliates under common control. For purposes of determining eligibility criteria (including device count, concurrent users, and revenue thresholds), the Organisation includes all entities within the corporate group under common control, and measurements are made on a consolidated basis across the entire group.

• Enterprise means an Organisation that has more than 250 users/PCs, OR more than 5 people using the software concurrently, OR annual consolidated revenue exceeding €1,000,000.

• User means an individual natural person who uses the Tools.

• Use means the installation, operation, and interaction with the Tools.

• Workstation means a User's individual desktop or laptop device that is not shared and is used by that User in interactive sessions.

• Eligibility Term means the period during which the Licensee remains eligible for Community Tier use under Section 3.2. It renews upon re-attestation.

• Update means any bug fix or enhancement to the Tools that Avalonia UI elects to make available to Community users. There is no commitment to provide Updates.

• Open-Source Component has the meaning in Section 9.

3. Licence Grant and Eligibility

3.1. Grant

Subject to continuous compliance with this Agreement, Avalonia UI grants the Licensee a non-exclusive, non-transferable, revocable, no-fee licence to install and use the Tools on Workstations for the purposes of development, testing, evaluation and internal demonstrations only. The Community Tier confers no right to embed, redistribute, or ship any Avalonia Accelerate UI Components, runtimes, or redistributables.

The Tools may not be used on build servers, continuous integration or continuous delivery systems, remote or virtualised shared machines, containerised multi-user hosts, classroom images, training labs, or any cloud development environment. The Tools are for interactive Workstation use only.

Account registration is required. Use of personal email addresses does not change who the Licensee is for the purposes of this Agreement.

3.2. Eligibility

Community Tier Use is limited to:

1. individuals acting in a personal capacity;

2. non-Enterprise Organisations with no more than five (5) concurrent Users of the Tools; and

3. accredited educational and non-profit research institutions for teaching and research.

Enterprises are not eligible unless expressly permitted in writing by Avalonia UI under a separate programme.

Eligibility is a continuing condition. The Licensee must re-attest eligibility upon request and at least annually. The Licensee must immediately cease Community Tier use and transition to an appropriate commercial licence upon:

• (a) exceeding 5 users developing or building projects containing Avalonia packages;

• (b) exceeding 250 users/PCs Organisation-wide;

• (c) exceeding €1,000,000 annual consolidated revenue;

• (d) any change in status that makes the Licensee an Enterprise.

Continued use after becoming ineligible constitutes unauthorised use, subject to backdated commercial licence fees and liquidated damages under Section 12. Grace periods for transition must be requested in writing and are granted solely at Avalonia UI's discretion. Any approved grace period will be documented in writing and will not exceed thirty (30) days. Liquidated damages will not apply during an approved grace period, provided the Licensee is actively pursuing commercial licensing in good faith.

3.3 Organisational acceptance

If any User accepts this Agreement while installing or using the Tools for the benefit of an Organisation or on its systems, that Organisation is deemed to be the Licensee and is responsible for compliance by its personnel and contractors. Internal approval processes or lack of authority are not a defence.

3.4 No sale

The Software is licensed, not sold. All rights not expressly granted are reserved.

4. Restrictions

The Licensee shall not, and shall not permit any third party to:

• (a) modify, adapt, translate, decompile, disassemble or reverse engineer the Tools except as required by law, after first requesting necessary interoperability information from Avalonia UI;

• (b) remove or obscure proprietary notices;

• (c) make the Tools available as a standalone download or service, or publish them to any repository or image;

• (d) share accounts or keys, or allow anyone other than the User to access a Workstation installation;

• (e) simulate, disable, block or circumvent licensing, usage controls or telemetry;

• (f) use the Tools to build a competing developer tool, builder or packaging solution derived from the Tools;

• (g) use any part of the Tools as a redistributable runtime. The Community Tier contains no redistributables.

5. Telemetry

Always-on telemetry is a condition of Use. Telemetry is used to verify eligibility, measure usage, and improve the Tools. The Licensee must not disable or interfere with telemetry. Details of data categories and retention are described in Avalonia UI's privacy documentation.

Telemetry is a critical compliance mechanism. Attempts to disable, block, circumvent, or otherwise interfere with telemetry constitute a material breach subject to immediate termination and liquidated damages under Section 12. The Licensee acknowledges that without functioning telemetry, Avalonia UI cannot verify eligibility or compliance, and such interference creates a presumption of unauthorised use.

6. Support and Updates

Avalonia UI has no support obligations to Community users. Any assistance is voluntary and may be withdrawn at any time. Avalonia UI may or may not provide Updates to Community users. There is no SLA, response target or commitment to fix.

7. Verification and Remedies

7.1 Audit Rights

Avalonia UI reserves the right to verify the Licensee's compliance with this Agreement, including but not limited to verification that:

• (a) the Licensee meets and continues to meet eligibility criteria under Section 3.2;

• (b) the Tools are being used only on permitted Workstations and not on prohibited systems;

• (c) the number of concurrent Users does not exceed eligibility limits;

• (d) telemetry has not been disabled, blocked, or circumvented;

• (e) no unauthorised redistribution or third-party access has occurred.

Such verification may be performed through automated telemetry, licence validation mechanisms, or, upon reasonable written notice (no more than once per year for routine audits, or immediately where a material breach is suspected), a review of the Licensee's use of the Software, in accordance with applicable data protection laws. Verification will be conducted in a manner that minimises disruption to the Licensee's business.

7.2 Attestation Requirement

Upon request, and at least annually as required by Section 3.2, the Licensee must provide a written attestation signed by an authorised representative confirming:

• (i) current eligibility status, including Organisation size, concurrent User count, and annual revenue;

• (ii) that the Tools are being used in compliance with all restrictions in this Agreement;

• (iii) details of all Workstations where the Tools are installed;

• (iv) that telemetry has not been interfered with.

7.3 Remediation and Consequences

If audit or attestation reveals ineligible Use or other breach:

• (a) the Licensee must immediately cease the non-compliant use;

• (b) the Licensee must purchase appropriate commercial licences at current rates, backdated to the first date of ineligible Use, plus applicable interest at the statutory rate;

• (c) if the non-compliance is material, the Licensee will reimburse reasonable verification costs and collection expenses;

• (d) the Licensee shall be subject to the liquidated damages provisions set forth in Section 12, in addition to any other remedies available to Avalonia UI.

If the Licensee demonstrates that ineligible use was inadvertent and takes immediate corrective action, including purchasing appropriate commercial licenses, Avalonia UI may, in its sole discretion, waive or reduce liquidated damages. This discretion is exercised on a case-by-case basis and does not create any precedent or obligation. Failure to cooperate with verification, or failure to cure non-compliance within fourteen (14) days of written notice, constitutes a material breach entitling Avalonia UI to immediate termination and pursuit of all available remedies.

7.4 Indemnification by Licensee

The Licensee shall defend, indemnify, and hold harmless Avalonia UI, its affiliates, officers, directors, and employees from and against any and all claims, losses, liabilities, damages, or costs (including reasonable attorneys' fees) arising out of or related to:

• (a) the Licensee's ineligible or unauthorised use of the Tools;

• (b) any breach of Sections 3.2 (Eligibility), 4 (Restrictions), or 5 (Telemetry);

• (c) any false attestation or misrepresentation of eligibility status;

• (d) any redistribution or unauthorised third-party access to the Tools;

• (e) any breach of Section 13 (Confidentiality).

8. Term and Termination

This Agreement becomes effective immediately upon the Licensee’s acceptance (e.g., by clicking 'Agree') and remains in force for the duration of the Eligibility Term. Avalonia UI reserves the right to suspend or terminate the Community license immediately at any time, with or without cause, and without prior notice.

The Licensee may terminate at any time by ceasing Use and deleting all copies. Upon termination, all rights end, and the Licensee must uninstall and permanently delete the Tools from all systems it controls. Previously built applications are unaffected only to the extent they do not include any part of the Tools, since the Community Tier contains no redistributables. Sections that by their nature should survive, including 3.3, 4 to 5, and 7 to 14, survive termination.

9. Open-Source Components

The Tools may include or link to Open-Source Components governed by their own licences. Those licences apply to the relevant components and prevail over this Agreement where they conflict for that component only. Nothing here restricts the Licensee's rights under those licences. The Licensee is responsible for any obligations that arise from its own use of open source alongside or with the Tools.

10. Intellectual Property

Avalonia UI and its licensors retain all right, title and interest in and to the Software. The Licensee has no rights in Avalonia UI names, trademarks, or branding, except to the extent of factually stating that the Tools were used in development.

11. Disclaimers and Liability

The Software is provided "as is" and "as available". All warranties are disclaimed, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. Avalonia UI does not warrant that the Tools will be error-free or uninterrupted.

To the maximum extent permitted by law, Avalonia UI's total aggregate liability arising out of or relating to this Agreement is limited to €100. Avalonia UI is not liable for any indirect, special, incidental, consequential or punitive loss, including loss of profits, revenue, data or business. Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or other liability that cannot be limited by law.

12. Unauthorized Use and Remedies

12.1 Retroactive License Fees

The Licensee acknowledges that the Software is provided free of charge solely for use in compliance with the Eligibility criteria. In the event the Licensee Uses the Software while ineligible (e.g., Enterprise use without authorization) or in violation of the restrictions in Section 3 or 4, such Use shall be deemed a retroactive purchase of a Commercial License.

(a) Voluntary Regularisation: If the Licensee voluntarily notifies Avalonia UI of the non-compliance and purchases the Enterprise License before receiving notice of an audit or investigation from Avalonia UI, the Licensee shall be liable only for one hundred percent (100%) of the standard Enterprise list price for the duration of the unauthorized use, without additional administrative fees.

(b) Enforced Regularisation: If the non-compliance is discovered by Avalonia UI (e.g., through telemetry or audit), the Licensee shall be immediately liable to pay Avalonia UI an amount equal to two hundred percent (200%) of the standard, non-discounted list price of the Enterprise License tier that would have been required for the Licensee's actual use (based on the number of users). This calculation shall be applied per unauthorized User.

For example, if the appropriate license would have cost €599 per user per year, and 10 unauthorized users were identified for a period of one year, the liability would be: 10 users × €599 × 200% = €11,980.

The parties agree that this amount reflects the settlement value of the copyright infringement, the time-value of money, and the lost opportunity cost associated with unauthorised use, and is not a penalty.

12.2 Administrative & Investigation Costs

12.2 Administrative & Investigation Costs In addition to the fees in Section 12.1, if Avalonia UI discovers a material breach through an audit or investigation, the Licensee shall pay a fixed administrative fee of €5,000 + €500 per unauthorized user (capped at €25,000) to cover the specific costs of such investigation, internal auditing, and legal processing. This calculation shall be applied for each twelve (12) month period (or partial period) during which unauthorized use occurred.

12.3 No Waiver of Rights

Payment of these fees does not constitute a waiver of Avalonia UI’s right to terminate this Agreement, seek injunctive relief to stop the Use immediately, or pursue further damages for intellectual property infringement. Payment of the retroactive fees under Section 12.1 does not automatically grant the Licensee a valid license for future use unless explicitly agreed in writing by Avalonia UI.

13. Confidentiality

Non-public information disclosed by either party in connection with this Agreement that is identified as confidential, or should reasonably be treated as confidential, must be kept confidential and used only to exercise rights and perform obligations under this Agreement. These obligations last for five years after termination, except for trade secrets, which are protected while they remain trade secrets.

14. Governing Law and Venue

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Estonia. The courts of Tallinn, Estonia, have exclusive jurisdiction. Avalonia UI may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.1 Injunctive Relief

The Licensee acknowledges that breach of Sections 4 (Restrictions), 5 (Telemetry), or 13 (Confidentiality) may cause irreparable harm to Avalonia UI for which monetary damages would be an inadequate remedy. Accordingly, Avalonia UI shall be entitled to seek immediate injunctive or equitable relief to prevent or halt any actual or threatened breach, without the requirement of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.

15. Notices

Notices to Avalonia UI must be sent to management@avaloniaui.net. Notices to the Licensee will be sent to the account email or other contact provided. Email notices are deemed received on the next business day at the recipient's location if no delivery error is received.

16. Assignment

The Licensee may not assign this Agreement without Avalonia UI's prior written consent, except as part of a bona fide sale of all or substantially all relevant business where the assignee agrees in writing to be bound. Avalonia UI may assign to an affiliate or successor without consent and will notify the Licensee.

17. Entire Agreement, Amendments, No Waiver

This Agreement is the entire agreement for Community Tier Use. It supersedes all prior or contemporaneous terms for the same subject matter. Except for updates to the Agreement by Avalonia UI as described below, any other amendments must be in writing and signed by both parties. Failure to enforce any provision is not a waiver.

Avalonia UI reserves the right to modify or replace this Agreement at any time at its sole discretion. Such changes will be effective immediately upon posting the revised Agreement on the Avalonia UI website. It is the Licensee's responsibility to check the website regularly for changes to this Agreement. The Licensee's continued Use of the Software following the posting of any changes constitutes binding acceptance of those changes.

18. Severability

If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the remainder will remain in effect. The parties will negotiate a valid substitute that most closely reflects the original intent.

19. Execution and Acceptance

Acceptance may occur electronically, including by clicking to accept, installing or using the Software. The accepting party represents that it has the authority to bind the Licensee.