Accelerate Indie License

1. Preamble and Parties

This Indie Tier License Agreement (the “Agreement”) is entered into by and between Avalonia UI (AvaloniaUI OÜ) (“Licensor”) and the Licensee (the person or entity licensing Avalonia Accelerate under the Indie Tier). Avalonia UI is the developer and owner of Avalonia Accelerate, and the Licensee desires to use this software under the Indie Tier license. By downloading, installing, or using the Software, the Licensee agrees to be bound by the terms and conditions of this Agreement. The parties agree as follows:

2. Definitions

Software – refers to Avalonia Accelerate (Indie Tier), the proprietary software product provided by Avalonia UI under this Agreement, including its Tools and Components (as defined below), any associated libraries, binaries, documentation, and any Updates provided under this Agreement.

Tools – refers to the developer tools and applications included in Avalonia Accelerate that are installed on a Licensee’s machine to facilitate building applications with Avalonia.

Components – refers to the user interface controls, libraries, and similar software components provided as part of Avalonia Accelerate for Licensee to incorporate into its Avalonia-based applications.

Indie License – refers to the licensing of the Software under the Avalonia Accelerate Indie Tier, granting the Licensee a non-exclusive, non-transferable, time-limited right for one Named User to use the Software (including Tools and Components) for developing and distributing software applications during an active Subscription Term, subject to the terms of this Agreement. Each individual who uses the Software must be covered by a separate Indie License (named-user licence).

Subscription Term – means the paid-up period during which the Licensee is authorised to access and use the Software. The Subscription Term begins on the Effective Date and continues only while all applicable subscription fees remain paid and current. Upon expiry or termination of the Subscription Term, all rights to use the Software immediately cease, except as expressly provided in this Agreement.

Named User – means a specific individual (e.g., an employee or contractor of the Licensee) designated to use the Software under the Licensee’s Indie License. A Indie License is issued on a per-Named User basis, and the Software may be used only by that individual. Named User licenses are strictly personal and non-transferable. A Named User license may not be reassigned, transferred, or reallocated to another individual for any reason, including but not limited to changes in employment status, job role, or project assignment.

Effective Date – means the date on which Avalonia UI delivers the License Key (or login credentials or other activation mechanism) for the Software to the Licensee following purchase. If no separate delivery of a key or activation mechanism occurs, the Effective Date is the date the Licensee first downloads or accesses the Software after purchase. This is the date when the Licensee’s rights and support period under this Agreement commence.

Software Update(s) – means any new releases, versions, patches, bug fixes, maintenance releases, or enhancements to the Software that Avalonia UI provides to the Licensee during an active support period. Software Updates may add features, improve functionality, or address issues in the Software.

Open-Source Component(s) – means any third-party software components included in or with the Software that are made available under an open-source license. For example, Avalonia Accelerate may include portions of the Avalonia UI framework or other libraries provided under their own open-source licenses (such as MIT).

(Any other capitalized terms in this Agreement shall have the meanings ascribed to them in context or in the section where they are defined.)

Material Breach:  means a substantial failure to perform an obligation that: (i) has been specifically identified in writing by the non-breaching party; (ii) has not been cured within thirty (30) days following receipt of such written notice; and (iii) substantially impairs the value of this Agreement to the non-breaching party.

3. License Grant

3.1 Grant of License

Subject to the Licensee’s payment of all applicable fees and continuous compliance with this Agreement, Avalonia UI hereby grants to the Licensee a non-exclusive, non-transferable Indie License to install and use the Software during an active Subscription Term as specified herein. This Indie License allows the Licensee to:

(a) Integrate and Use. Install and use the Software (including Tools and Components) for the purpose of developing software applications and integrating the Components into such applications for the Licensee’s personal or internal business use. The Licensee may use the Software in development and testing environments for any number of applications it develops.

(b) Reproduce and Distribute in Executable Form. Reproduce, embed, and distribute the Components as part of the Licensee’s own software applications, in executable (compiled) form only, and solely as an integral part of those applications. Such distribution is permitted only as part of the Licensee’s application’s binary or installation package (i.e. compiled into the application or included in its installer) and not as a standalone product or library. End-users of the Licensee’s applications are allowed to install and use those applications (which incorporate the Software) on any supported platforms without paying any additional runtime or distribution fees to Avalonia UI.

The rights granted above are limited to the Subscription Term. Upon expiry of the Subscription Term, the Licensee must cease all use of the Software (including Tools and Components), except as permitted under Section 7.5 with respect to previously distributed applications. Applications that were lawfully built and distributed during an active Subscription Term may continue to function and be used by the Licensee and its end-users indefinitely, but no new builds, updates, or distributions may be made unless the Subscription is renewed.

(c) Redistributable Components. Licensee may only redistribute specific runtime components of the Software (“Redistributable Components”) as part of Licensee’s software applications, solely in compiled form and only for the execution of such applications by end-users.

The Redistributable Components include:

• Avalonia UI runtime libraries required for rendering UI components within Licensee’s application.

• Any assemblies or files explicitly designated as redistributable in the Software documentation.

The Redistributable Components do not include any development tools, or source code provided as part of the Software. Licensee may not redistribute any file that is not explicitly listed as redistributable. Avalonia UI reserves the right to update the list of Redistributable Components in future Software versions.

(d) Separation of Development Tools and Runtime Components. The Software consists of two distinct categories:

• Development Tools ("Tools"): Includes all software provided to facilitate design, testing, and development of applications. Tools include, but are not limited to, visual design environments, debugging utilities, IDE Extensions, app packaging tools, CLI utilities, and development frameworks.

• User Interface Components ("Components"): Includes redistributable libraries and controls intended to be embedded into Licensee’s own software applications for end-users.

Licensee may use the Tools only for internal development by the specifically designated Named User. Tools must not be accessed, shared, or used by any other person, including other employees, contractors, or third parties, even within the same organisation.

Licensee may embed and distribute Components only in compiled, executable form as an integral part of Licensee’s software applications, provided such applications comply with the redistribution conditions set forth in Section 4.

3.2 Named User License Requirement

The Indie License granted herein is per Named User. This means the Software may be used only by the specific individual for whom a license has been purchased. The Licensee shall not allow multiple individuals to share a single license. If the Licensee has multiple developers who wish to use the Software, the Licensee must obtain an equal number of Indie Licenses (one for each Named User). Licensee may install the Tools on more than one machine (e.g., work computer, home laptop) for the Named User’s use, provided only that Named User uses those installations. The Licensee shall ensure that each person who uses the Software is a Named User with a valid license.

3.3 Platform Scope

Each Indie Licence includes the right to develop, deploy, and run the Licensed Application (incorporating the Software) on the following supported platforms: Windows, macOS, and Linux, iOS, Android and WebAssembly.

Use of the Software on any other operating systems or platforms is not included in the scope of this Licence and requires a separate agreement or Avalonia UI’s prior written consent.

Avalonia UI may, at its discretion, publish documentation specifying additional platforms supported under a particular licence tier. However, inclusion in such documentation does not by itself expand the scope of this Licence unless expressly authorised by Avalonia UI.

3.4 No Sale of Software

This Agreement grants the Licensee a licence to use the Software, not a sale of the Software or any intellectual property rights. Except for the limited rights expressly granted in this Agreement, no other rights or licences are granted or implied. All rights not expressly granted to the Licensee are reserved by Avalonia UI and its licensors.

4. License Restrictions

Except as expressly permitted in this Agreement, the Licensee shall NOT, and shall not allow any third party to:

(a) Modify or Reverse Engineer. Modify, adapt, translate, decompile, disassemble, reverse engineer, or create derivative works based on the Software, except to the limited extent that such activities are expressly allowed by applicable law notwithstanding this restriction. If the Licensee needs information for interoperability as permitted by law, it must request it from Avalonia UI first.

(b) Remove Notices. Remove, alter, or obscure any copyright, trademark, or other proprietary notices, labels or legends that appear on or within the Software. The Licensee must ensure that all copies of the Software (including those integrated into the Licensee’s applications) retain all copyright and proprietary notices as they appear in the original Software.

(c) Separate or Public Distribution. Sell, rent, lease, sublicense, publish, or make the Software (or any portion of it) available to any third party as a standalone product or development library. In particular, the Licensee shall not distribute the Software, either in source or binary form, except as an embedded component of the Licensee’s own compiled application as permitted under Section 3.1(b). The Software (or any part of it) must not be posted or made publicly accessible (e.g., via an open-source repository, website, or other file-sharing method) except as a bundled, non-extractable part of the Licensee’s application’s distribution package. The Licensee shall also not create more copies of the Software than are reasonably necessary for development and backup purposes – the Licensee may keep one backup copy for archival purposes, in addition to copies used in active development.

(d) Transfer or Sub-license. Assign, transfer, lease, lend, or sublicense the Software, this Indie License, or any of the Licensee’s rights under this Agreement, to any other person or entity (except as expressly permitted in Section 13.1 on assignment). The license granted is specific to the Licensee (and, if the Licensee is an organization, to its authorized Named Users) and cannot be used by or for the benefit of any parent, subsidiary, affiliate, contractor, partner, or other third party without Avalonia UI’s prior written consent. Any attempted transfer or assignment of the Software or rights in violation of this clause is null and void.

(e) Unauthorized License Key Use. Share, disclose, publish, or allow any third-party access to any license key, activation code, or credentials provided by Avalonia UI for the Software, except as necessary for the Licensee’s authorized internal use of the Software. The Licensee must take reasonable measures to protect the confidentiality of any such License Key. A License Key is issued for the Licensee’s use (tied to a Named User or Licensee account) and may only be used to activate or use the Software for the Licensee’s benefit as permitted by this Agreement. The Licensee shall not use a License Key to activate or enable the Software for any other individual or entity. Moreover, the Licensee shall not embed or include the License Key in any application or code in a form that could be extracted or used by unauthorized parties (for example, the key should not be stored in a publicly accessible repository or in plaintext in distributed binaries). The Licensee’s obligation to safeguard License Keys survives any termination or expiration of this Agreement.

(f) Competition. Licensee may not use the Software, or any portion thereof, to develop or distribute:

• Competing Developer Tools: Licensee may not use Avalonia Accelerate’s Tools to create, develop, or distribute any development framework, or software development product that competes with Avalonia UI’s tools, including but not limited to XAML-based UI builders, app packaging solutions or code-generation tools.

• Derived UI Components: Licensee may not use Avalonia Accelerate’s Components (including but not limited to UI controls, runtime libraries, or frameworks) as the basis for developing or distributing a UI component library, framework, or similar redistributable component. This restriction applies even if the resulting component is modified or extended.

Permitted Use:

• Licensee may use Avalonia Accelerate’s Tools to develop their own UI components, frameworks, or libraries, provided that those components do not incorporate or derive from Avalonia Accelerate’s Components in any way.

• Licensee may develop and distribute UI components that integrate with Avalonia UI, so long as such components do not reuse, modify, or repackage Avalonia’s proprietary Components.

This restriction does not apply to any portion of the Software explicitly licensed under an open-source license (e.g., MIT-licensed components), provided that Licensee complies fully with the terms of such open-source licenses.

(g) Minimum Functionality Requirement. Licensee’s software applications that incorporate Redistributable Components must provide primary and substantial functionality beyond the Software itself. Licensee may not create or distribute any software product that consists primarily of the Software’s UI components or provides access to such components for third-party developers in a manner that allows reuse, modification, or extension.

Licensee’s application must provide a distinctive and substantive purpose beyond serving as a UI framework or control library. Applications that merely expose or facilitate access to the Software’s controls, design elements, or functionality without providing meaningful additional functionality are strictly prohibited.

(h) Compliance Verification and Audit Rights. Licensee shall maintain accurate records sufficient to demonstrate compliance with this Agreement, including records of the number of Named Users using the Software and the deployment of Redistributable Components in Licensee’s applications.

Avalonia UI may, no more than once per year, upon 30 days' prior written notice, audit Licensee’s use of the Software to verify compliance with the terms of this Agreement. Such audits shall be conducted during Licensee’s normal business hours and in a manner that minimizes disruption.

If an audit reveals that Licensee has exceeded its licensed usage or otherwise violated this Agreement, Licensee shall promptly remedy the non-compliance, including but not limited to:

• Purchasing additional licenses for any unlicensed use,

• Removing unauthorized distributions of non-redistributable components, and

• Reimbursing Avalonia UI for the reasonable costs of the audit if non-compliance exceeds 10% of the permitted scope.

If Licensee fails to cooperate with an audit, Avalonia UI may, at its discretion, terminate this Agreement in accordance with the termination provisions in Section 7.

(i) No Shared Use of Development Tools Licensee may not share, pool, or otherwise allow any person other than the designated Named User to access or use the Tools. This restriction applies regardless of whether access is concurrent or sequential.

Licensee specifically may not:

• Allow another employee, contractor, or team member to use the Tools under the same Named User license.

• Install or use the Tools on a shared system or a cloud-based environment accessible by multiple users.

• Use the Tools in any scenario where they are made available to non-licensed users, including but not limited to, training environments, shared development servers, or virtualized workstations.

Any violation of this restriction shall constitute a material breach of this Agreement and may result in immediate termination under Section 7.

(j) No Reassignment or Transfer of Named User Licenses Licensee may not transfer, reassign, or otherwise change the Named User associated with a license, whether temporarily or permanently. Named User licenses are granted to a specific individual and may not be reallocated to another person, even if the original Named User leaves Licensee’s organization or no longer requires the Software.

If additional users require access to the Software, Licensee must purchase separate Named User licenses.

4.2 No Circumvention. 

The Licensee shall not attempt to circumvent any technical limitations of the Software or any licensing control measures (if any). This includes not attempting to remove or alter any code that controls license enforcement in the Software.

4.3 Compliance with Laws. 

The Licensee shall use the Software in accordance with all laws and regulations applicable to its use of the Software and its distribution of any Licensed Application. The Licensee shall not use the Software in any manner that would cause Avalonia UI to be in violation of applicable export control, trade sanction, or anti-terrorism laws.

The Licensee agrees to comply with all applicable export control and sanctions laws, including those of the European Union, the United Kingdom, and the United States, and shall not export or re-export the Software to any country, person, or entity subject to restrictions under such laws.

The Licensee is solely responsible for ensuring that its use of the Software complies with the laws of the jurisdictions in which it operates or distributes its applications.

5. Support and Updates

5.1 Included Support Period

The Indie Licence includes access to Software Updates during the Subscription Term.

Avalonia UI may, at its sole discretion, choose to provide basic support for the unmodified Software when used in a supported environment. Any such support shall be offered on a voluntary basis and without any commitment, guarantee, or obligation of response or resolution.

Support, if provided, may include informal assistance via email, community forums, or other channels designated by Avalonia UI. Avalonia UI makes no warranties or service level commitments regarding the availability, timeliness, or outcome of any support provided under the Indie Tier.

Upon expiry or non-renewal of the Subscription Term, the Licensee will no longer be entitled to receive Software Updates or support.

5.2 Software Updates

During an active Subscription Term, the Licensee is entitled to receive all Software Updates made generally available by Avalonia UI. Updates are provided under the same licence terms as the original Software and are only usable during an active Subscription Term.

Upon expiration or termination of the Subscription Term, the Licensee’s right to receive and use Software Updates ceases automatically. Updates provided during an active Subscription Term may continue to be used solely to the extent they were embedded in software applications lawfully built and distributed prior to expiry, as permitted in Section 7.5.

Avalonia UI will use commercially reasonable efforts to ensure that Updates maintain compatibility with the Software’s intended functionality. The Licensee acknowledges that Updates may introduce changes, enhancements, or deprecations as part of the ongoing evolution of the Software.

5.3 Renewal of Support Term

At the end of each Subscription Term, the subscription will automatically renew for an additional term of equal duration, unless the Licensee provides written notice of non-renewal before the renewal date or fails to make timely payment of the applicable subscription fee.

Avalonia UI will notify the Licensee of upcoming renewal at least 30 days in advance, including the applicable renewal fee at Avalonia UI’s then-current pricing. Continued access to the Software, Updates, and support services is contingent upon timely payment of all renewal fees.

If the Licensee opts out of renewal or fails to pay the renewal fee by the due date, the Subscription Term will lapse, and the Licence will terminate in accordance with Section 7.

5.4 Lapse of Support

Upon expiry of the Subscription Term without renewal:

• The Licensee must cease all use of the Software (including Tools and Components) and uninstall it from all systems under its control;

• The Licensee may continue to distribute previously compiled applications that were lawfully built during an active Subscription Term, as provided in Section 7.5;

• No new builds, patches, updates, or distributions of those applications may be made unless and until the Subscription is renewed.

Avalonia UI is under no obligation to provide access to Software Updates, patches, support services, or licence keys after expiry.

5.5 End-of-Life and Renewal Refusal

Avalonia UI may designate certain versions of the Software as end-of-life, meaning that standard support, Updates, or renewals will no longer be offered for those versions. In such cases, Avalonia UI may require the Licensee to upgrade to a supported version (which may be subject to updated terms or pricing) as a condition of renewing the Subscription.

Avalonia UI will make reasonable efforts to provide advance notice of end-of-life status or version deprecation timelines. If no compatible version is available for renewal, the Subscription may lapse, and the Licence will terminate accordingly.

5.6 Scope of Support; Exclusions 

Support provided under this Agreement is limited to issues and questions specifically related to the functionality, integration, and behaviour of the Software, as provided by Avalonia UI. Avalonia UI’s support team will make reasonable efforts to assist with reproducible issues, configuration questions, and integration challenges that arise when using the Software in a supported environment.

The Licensee acknowledges that certain issues may originate from third-party components, platforms, or frameworks (including open-source or Microsoft-provided technologies) on which the Software depends. Where such issues are outside Avalonia UI’s control, Avalonia UI may offer guidance or workarounds at its discretion, but is not obligated to provide fixes, patches, or support for those external components.

5.7 Subscriber Obligations

To request support under this Agreement, the Licensee must submit the issue via Avalonia UI’s designated support portal, or other support channel specified by Avalonia UI.

Each support request must include sufficient detail to enable Avalonia UI to understand and, where applicable, reproduce the reported issue. In particular, the Licensee shall provide the following, where relevant:

• A clear and specific description of the problem, question, or request;

• The affected Avalonia UI package name and version number;

• Information about the operating environment (e.g. OS, runtime, hardware platform);

• A minimal, compilable test case (preferably under 500 lines of code) that reproduces the issue. Avalonia UI is not obligated to provide support for issues that cannot be reproduced without a test case;

• Any relevant screenshots or diagnostic content (in standard formats such as PNG or JPEG);

• Any attachments must be provided in .zip or .tar.gz format. Executables or proprietary document formats (e.g. Microsoft Word, Excel) will not be accepted.

Avalonia UI may request additional information to clarify or reproduce the issue. The Licensee shall respond to such requests in a timely manner. If the Licensee fails to provide requested information necessary for Avalonia UI to proceed with investigation or resolution, any applicable service levels or response time targets shall be suspended until such information is provided.

6. Payment Terms

6.1 Payment of Subscription Fees; Delivery

The rights granted under this Agreement, including access to the Software, issuance of licence keys, and the provision of any related services or support by Avalonia UI, are conditional upon Avalonia UI’s receipt of full payment of all applicable fees (and any associated taxes) in cleared funds.

Avalonia UI is under no obligation to deliver any licence key, provide access to the Software, or commence the delivery of services or support until such payment is received. If payment is not received by the agreed due date, Avalonia UI may suspend access to the Software or delay the provision of services until payment is made.

Notwithstanding the foregoing, Avalonia UI may, at its sole discretion, choose to provide access to the Software or begin delivering services before full payment is received. Such early performance shall not be construed as a waiver of Avalonia UI’s entitlement to payment.

The Effective Date of this Agreement shall be deemed the date on which Avalonia UI first makes the Software available to the Licensee or commences the provision of services, whichever occurs first.

All licence and service fees are non-refundable. 

6.2 Taxes and Withholding

All fees quoted or charged by Avalonia UI are exclusive of any taxes, duties, levies, or similar charges. The Licensee is solely responsible for paying any applicable taxes or government-imposed fees related to this Agreement, including but not limited to sales tax, VAT, GST, withholding taxes, import duties, and similar charges—except for taxes imposed on Avalonia UI’s net income.

If any applicable law requires the Licensee to withhold taxes from payments to Avalonia UI, the Licensee shall gross up the payment so that Avalonia UI receives the full amount that would have been payable had no withholding been required.

The Licensee shall promptly provide Avalonia UI with official receipts or other appropriate documentation evidencing any taxes withheld or paid on Avalonia UI’s behalf, to enable Avalonia UI to claim any applicable tax credits or refunds.

Avalonia UI OÜ is registered for VAT in Estonia (EE102273748). Where applicable, the reverse charge mechanism shall apply for VAT purposes in accordance with Article 196 of the EU VAT Directive.

6.3 Currency and Payment Method

All fees shall be paid in the currency specified by Avalonia UI at the time of purchase, using the payment method designated by Avalonia UI. The Licensee is responsible for any associated bank transfer fees, wire transfer charges, or currency conversion costs incurred in the payment process.

If any payment, whether for a licence, renewal, or support is not made in full by the applicable due date, Avalonia UI may, at its discretion, suspend delivery of the licence key, disable access to the Software, and/or suspend the provision of Updates, support services, or related deliverables until full payment is received.

6.4 No Set-off

The Licensee shall not set off or deduct any amounts from the license fees or support fees due to Avalonia UI, except in the following limited circumstances:

1. Non-Delivery of License Key – Where Avalonia UI has failed to deliver a working license key (or enable access to the Software) within ten (10) business days after the Licensee’s payment and written notice to Avalonia UI of non-delivery.

2. Undelivered Services – Where Avalonia UI has expressly acknowledged in writing that a specific service or deliverable (included in the purchase) was not provided as agreed.

3. Court-Ordered Set-off – Where a court or arbitration panel of competent jurisdiction orders that the Licensee is entitled to a set-off in a specific amount.

In any case where the Licensee believes it has a legitimate basis to withhold or set off fees due to Avalonia UI’s breach of its obligations, the Licensee must first notify Avalonia UI in writing of the specific issue and allow thirty (30) days for Avalonia UI to cure or resolve it, before the Licensee may apply any set-off. Any permissible set-off shall be limited to the reasonable direct value of the obligation that was not fulfilled and not to the entire fee or contract amount. Furthermore, if Avalonia UI disputes the Licensee’s set-off claim, the Licensee must place the disputed amount in escrow or a neutral account pending resolution of the dispute, if Avalonia UI so requests within 15 days of notice of the set-off. These set-off rules do not waive or reduce the Licensee’s obligation to pay undisputed amounts as they become due.

7. Term and Termination

7.1 Term of Agreement

This Agreement becomes effective on the Effective Date and shall remain in force during each active Subscription Term, unless terminated earlier in accordance with this Agreement.

The licence granted to the Licensee is time-limited and permits use of the Software only while the Subscription Term is active. Upon expiry or termination of the Subscription Term, all rights to use the Software (including Tools and Components) immediately cease, except as expressly provided in Section 7.5. Continued use is strictly subject to the Licensee’s compliance with all terms of this Agreement and timely renewal of the Subscription.

7.2 Termination by Licensee

The Licensee may terminate this Agreement at any time for its convenience by ceasing all use of the Software and destroying all copies of the Software and any related materials in the Licensee’s possession or control. This includes removing the Software from all development devices, servers, archives, and any backup systems.

The Licensee is encouraged to notify Avalonia UI in writing of such termination, but failure to do so shall not affect the validity of the termination, provided the Licensee has in fact ceased all use of the Software and deleted all copies as required.

Termination by the Licensee will not entitle the Licensee to any refund of fees already paid, except to the extent expressly stated in Section 10.2 (Intellectual Property Indemnification).

7.3 Termination for Breach by Licensor

Avalonia UI may terminate this Agreement (including the Licensee’s rights to the Software) if the Licensee commits a material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice from Avalonia UI describing the breach.

Notwithstanding the above, if the breach involves unauthorised distribution or use of the Software, intentional violation of Avalonia UI’s intellectual property rights, or any other act that is wilful, egregious, or not reasonably curable, Avalonia UI may terminate this Agreement immediately upon written notice to the Licensee. In its discretion, Avalonia UI may choose to provide a shorter cure period of fifteen (15) days if it determines that the breach was unintentional and capable of prompt remedy.

For clarity, any breach of Section 3 (License Grant), Section 4 (License Restrictions), Section 8 (Confidentiality), Section 10 (Intellectual Property), or any unauthorised use or infringement of Avalonia UI’s proprietary rights shall constitute a material breach of this Agreement.

Additionally, if the Licensee fails to pay any required licence or renewal fees, and such non-payment remains uncured for fifteen (15) days following written notice from Avalonia UI, Avalonia UI may terminate this Agreement immediately by written notice. Avalonia UI may also terminate this Agreement immediately upon notice if the Licensee materially breaches the licence terms set out in Section 4 (Licence Restrictions), including but not limited to any unauthorised use, duplication, sublicensing, or reassignment of the Software in violation of the agreed licensing model.

7.4 Effect of Termination

Upon termination of this Agreement for any reason:

(a) all rights granted to the Licensee under this Agreement shall immediately cease, and the Licensee must immediately stop all use of the Software for any purpose;

(b) the Licensee must uninstall and permanently delete or destroy all copies of the Software in its possession or control, including those on development machines, servers, backup media, and any versions embedded in applications that have not yet been distributed to end users;

(c) at Avalonia UI’s request, the Licensee shall also return or securely destroy all copies of Avalonia UI’s Confidential Information, including any documentation, licence keys, or technical materials provided under this Agreement; and

(d) Avalonia UI may require the Licensee to certify in writing that it has complied with the obligations set out in this Section.

7.5 Continued Use of Deployed Applications

Notwithstanding Section 7.4 (Effect of Termination), if, prior to termination, the Licensee lawfully developed and distributed software applications that incorporate the Software to third-party end users, this Agreement does not require the Licensee to recall or remove those copies already deployed on devices not owned or controlled by the Licensee.

However, following termination, the Licensee may not:

• issue updates, patches, or modified versions of such applications;

• continue to use the Software for any development, support, maintenance, or testing purposes;

• distribute any new builds of such applications; or

• use or retain the Software in any internal environments or systems under the Licensee’s control.

All copies of the Software residing on devices, systems, or networks controlled by the Licensee must be permanently deleted upon termination.

Any post-termination use of the Software by the Licensee in any capacity shall constitute unauthorised use and a material infringement of Avalonia UI’s intellectual property rights. Avalonia UI reserves all legal and equitable remedies in connection with such unauthorised use.

7.6 Survival of Terms 

Termination or expiration of this Agreement shall not affect any provisions which by their nature, purpose, or express terms are intended to survive. Without limitation, the following sections shall survive termination and remain in effect according to their terms: Section 4 (Licence Restrictions); Section 6 (Fees and Payment Obligations, to the extent of any unpaid amounts); Section 7.5 (Continued Use of Deployed Applications); Section 8 (Confidentiality); Section 9 (Open-Source Components); Section 10 (Intellectual Property and Indemnification); Section 11 (Disclaimers and Limitations of Liability); Section 12 (Governing Law and Dispute Resolution); and Section 13 (General Provisions), along with any other provisions which by their nature or necessary implication must survive termination to achieve their intended effect.

8. Confidentiality

8.1 Definition of Confidential Information

“Confidential Information” means any non-public information, in any form, disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with this Agreement that is either (a) marked or identified as confidential at the time of disclosure, or (b) should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Avalonia UI’s Confidential Information includes, without limitation:

(i) the Software (in both object code and any source code form, if provided), including all underlying algorithms, designs, and architecture;

(ii) any licence keys, activation codes, or licence files provided to the Licensee;

(iii) non-public technical or business information relating to Avalonia UI’s software, services, technology roadmap, business strategy, pricing, or internal operations;

(iv) the terms of this Agreement, including any related support communications or documentation.

The Licensee’s Confidential Information may include non-public elements of the Licensee’s Application, any data or files shared with Avalonia UI for support or diagnostic purposes, and any other technical or business information of the Licensee that is marked as confidential or would reasonably be understood to be confidential.

Confidential Information does not include information that is excluded under Section [8.3] (Exclusions).

8.2 Obligations of Confidentiality

The Recipient of any Confidential Information shall hold it in strict confidence and use at least the same degree of care to protect it as the Recipient uses to protect its own confidential or proprietary information of a similar nature, but in no event less than reasonable care.

The Recipient agrees to use the Discloser’s Confidential Information solely for the purposes of this Agreement, and not for any other purpose. Specifically, the Licensee may use Avalonia UI’s Confidential Information only as necessary to utilise the Software as permitted under this Agreement, and Avalonia UI may use the Licensee’s Confidential Information only as necessary to provide support, maintenance, or services to the Licensee.

The Recipient shall not disclose or permit access to the Discloser’s Confidential Information to any third party, except to its own employees or independent contractors who have a strict need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set out herein. The Recipient shall remain responsible for any breach of confidentiality by its personnel or agents.

In particular, the Licensee must restrict access to any licence keys or non-public portions of the Software to only those persons who require such access for authorised use under this Agreement and must ensure those persons are bound to protect the confidentiality of the key and the Software.

8.3 Exclusions

Confidential Information does not include any information that the Recipient can demonstrate with competent evidence:

(a) is or becomes generally publicly available without breach of any obligation owed to the Discloser (for example, information released by Avalonia UI as open source or otherwise made public through no wrongful act of the Recipient);

(b) was already known to the Recipient prior to disclosure by the Discloser, free of any confidentiality obligation, as evidenced by the Recipient’s written records;

(c) is lawfully received by the Recipient from a third party who is not bound by a confidentiality obligation to the Discloser;

(d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as demonstrated by contemporaneous documentation in the Recipient’s possession; or

(e) is required to be disclosed by law or by order of a court or governmental authority, provided that the Recipient (if legally permitted) gives prompt written notice to the Discloser of such requirement and cooperates with the Discloser, at the Discloser’s request and expense, in any lawful effort to contest or limit the scope of such required disclosure.

Only the specific portion of Confidential Information that is legally required to be disclosed under subsection (e) will lose its confidential status, and the Recipient shall continue to protect all remaining Confidential Information.

8.4 Duration of Confidentiality. 

The obligations in this Section 8 shall commence upon the initial disclosure of any Confidential Information and shall remain in effect for a period of five (5) years following the termination or expiration of this Agreement.

However, to the extent any Confidential Information constitutes a trade secret under applicable law, the Recipient shall continue to protect such information for as long as it retains its status as a trade secret. These obligations shall survive termination of the Agreement to the extent required to give effect to this Section.

8.5 Confidentiality of this Agreement

The parties may disclose the existence of this Agreement, but the specific terms, including any pricing, support commitments, or non-public product details, shall be treated as Confidential Information. Neither party shall issue any press release or public announcement regarding the relationship established by this Agreement without the other party’s prior written consent, except as required by law or regulatory obligation.

8.6 Injunctive Relief

The parties acknowledge that any unauthorised use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, the Discloser shall be entitled to seek immediate injunctive or equitable relief to prevent or halt any actual or threatened breach of this Section 8, without the requirement of posting a bond or proving actual damages.

9. Open-Source Components

9.1 Acknowledgment of Open-Source Use

The Licensee acknowledges that the Software is built upon and includes certain Open-Source Components, including but not limited to portions of the Avalonia framework (licensed under the MIT Licence) and other third-party libraries or tools that are made available under open-source licences.

Avalonia UI has integrated these components to develop the Software and respects the terms under which such components are provided. Information regarding the specific Open-Source Components included in the Software, along with their respective licences, may be made available in the documentation, “About” box, or other accompanying materials.

The Licensee agrees that it is solely responsible for complying with any open-source licence obligations that may apply to its own applications, particularly if such applications combine, link, or distribute open-source components beyond the scope of this Agreement. 

9.2 Open-Source License Terms

The Open-Source Components included with the Software are licensed to the Licensee directly by their respective copyright holders under their own licence terms (for example, the MIT Licence for the Avalonia framework and other libraries, as applicable). These open-source licence terms are separate from and not overridden by this Agreement.

The Licensee agrees to comply with all applicable open-source licence terms associated with any Open-Source Components included with or utilised by the Software. Nothing in this Agreement is intended to restrict, modify, or impose additional obligations on the Licensee’s rights to use any Open-Source Component beyond those contained in the original open-source licence for that component.

9.3 No Copyleft Contamination Warranty

Avalonia UI represents and warrants that, to the best of its knowledge, the Software does not contain or incorporate any open-source software that is licensed under terms (such as the GNU General Public License (GPL), Affero GPL (AGPL), or similar) that would require the Licensee to disclose, license, or otherwise make available the source code of its own proprietary software solely as a result of its use, linking to, or distribution of the Software.

Avalonia UI further warrants that it has conducted a reasonable review of its use of open-source components and has implemented controls to prevent the inclusion of such copyleft-licensed software in the commercial Software provided under this Agreement.

This warranty does not apply to any open-source components separately obtained, combined, or integrated by the Licensee outside the scope of Avalonia UI’s distribution of the Software.

9.4 No Modification of Open-Source Licences

To the extent that any Open-Source Component is distributed to the Licensee as part of the Software, such component remains subject to its original open-source licence. If there is any conflict between this Agreement and the applicable open-source licence governing an Open-Source Component, the terms of the open-source licence shall prevail for that component (and only that component).

For example, if the Software includes a component licensed under the MIT Licence, the Licensee may have rights under that licence to modify or redistribute that component independently of the Software; nothing in this Agreement shall be construed to prevent the Licensee from exercising those independent rights. However, the Licensee’s use of the Software as a whole (the combined product) remains subject to the terms and restrictions of this Agreement, except to the limited extent that such terms are inconsistent with the applicable open-source licence.

The Licensee may modify Open-Source Components in accordance with their respective open-source licences, provided that: (i) such modifications do not disable, bypass, or interfere with any licence enforcement, activation, or usage tracking mechanisms in the Software; and (ii) Avalonia UI’s support and maintenance obligations under this Agreement do not apply to any issues arising from or relating to the Licensee’s modified Open-Source Components. Avalonia UI accepts no liability for any errors, infringements, or malfunctions caused by such modifications or by the Licensee’s combination of the Software with other software or hardware not supplied by Avalonia UI.

9.5 Disclaimer for Open-Source Components

Avalonia UI provides the Open-Source Components within the Software on an “as-is” basis, without any warranty or representation of any kind, except as may be expressly provided by the original licensors of those components. Avalonia UI is not the author or copyright holder of such third-party components and accepts no liability or responsibility for their content, accuracy, legality, or fitness for purpose.

Section 11 (Disclaimers and Limitations of Liability) of this Agreement applies in full to all Open-Source Components. In addition, Avalonia UI disclaims all responsibility for any claims, losses, or liabilities arising from modifications made by the Licensee to any Open-Source Component (pursuant to its licence terms), including but not limited to intellectual property infringement or functional defects. Such risks are assumed entirely by the Licensee (see Section 10.5).

Attribution or other obligations applicable to Open-Source Components may be provided in the accompanying documentation, where required by the applicable open-source licence.

10. Intellectual Property and Indemnification

10.1 Ownership and Proprietary Rights

Avalonia UI and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is licensed, not sold, to the Licensee under this Agreement. Except for the limited rights expressly granted in Section 3 (License Grant), no other rights are transferred, and all other rights are reserved by Avalonia UI.

The Software is protected by copyright, trade secret, and other intellectual property laws and international treaties. Avalonia UI retains all rights in and to all copies, modifications, and derivative works of the Software, including any Updates or enhancements provided under support or maintenance.

The Licensee is not acquiring any ownership interest in the Software, or in any Avalonia UI trademarks, trade names, or logos. The Licensee shall not remove, obscure, or alter any proprietary notices, trademarks, or copyright statements included in the Software. This Agreement does not authorise the Licensee to use the name “Avalonia UI”, “Avalonia XPF”, or any other Avalonia UI branding, except as necessary to indicate in an appropriate manner that its application incorporates the Software (for example, in an “About” box or documentation).

For clarity, the Licensee retains full ownership of all intellectual property rights in and to the Licensee’s own application code, data, and other materials developed independently using the Software, subject only to Avalonia UI’s rights in any portions of the Software embedded therein.

10.2 Indemnification by Avalonia UI (Intellectual Property)

Defence and Indemnity: Avalonia UI shall, at its own expense, defend the Licensee against any third-party claim, suit, or proceeding alleging that the Licensee’s authorised use of the Software (excluding Open-Source Components) directly infringes a valid patent, copyright, or trade secret of a third party. Avalonia UI shall indemnify and hold harmless the Licensee from any damages, liabilities, and costs (including reasonable legal fees) awarded by a court of competent jurisdiction, or agreed to in a settlement approved by Avalonia UI, that are specifically attributable to such claim. This obligation is conditioned on the Licensee: (a) promptly notifying Avalonia UI in writing of the claim (provided that delay only affects Avalonia UI’s obligations to the extent materially prejudiced); (b) granting Avalonia UI sole control over the defence and settlement of the claim (the Licensee may participate at its own expense); and (c) providing Avalonia UI with reasonable cooperation and information, at Avalonia UI’s expense.

Infringement Remedies: If such a claim arises or in Avalonia UI’s reasonable opinion is likely to arise, Avalonia UI may, at its sole discretion and expense: (i) procure for the Licensee the right to continue using the Software; (ii) replace or modify the Software to make it non-infringing while maintaining substantially the same functionality; or (iii) terminate the affected licence and refund the applicable subscription fees. In the case of (iii), the refund shall be prorated as follows: (a) the licence fee minus an amount equal to one-twelfth for each full month of use since the Effective Date, and (b) any prepaid support or maintenance fees for periods following termination. Upon refund, the Licence terminates and the Licensee must comply with Section 7.4 (Effect of Termination).

Exclusions: Avalonia UI’s obligations under this Section do not apply to claims arising from: (a) any Open-Source Components or third-party software not developed and owned solely by Avalonia UI; (b) the combination, operation, or use of the Software with any hardware, software, or data not supplied or authorised by Avalonia UI, if such combination is the cause of the claim; (c) modifications to the Software by the Licensee or any third party without Avalonia UI’s prior written approval; (d) the Licensee’s failure to use a patched, updated, or replacement version of the Software provided by Avalonia UI to address known or suspected infringement; (e) use of the Software outside the scope of the licence or in a manner not permitted under this Agreement.

Avalonia UI shall have no liability for any continued use of the Software by the Licensee following notice of potential infringement and the provision of an alternative, non-infringing version.

Sole Remedy: This Section states Avalonia UI’s entire liability, and the Licensee’s exclusive remedy, for any intellectual property infringement claim relating to the Software.

10.3 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, judgments, or costs (including reasonable attorneys’ fees) arising out of or related to:

(a) the Licensee’s use of the Software in violation of this Agreement or applicable law; (b) any combination, integration, or distribution of the Software with hardware, software, or data not provided by Avalonia UI (including third-party components or the Licensee’s own applications or content), to the extent such combination gives rise to the claim and is not covered by Avalonia UI’s indemnity obligations in Section 10.2; or (c) any breach by the Licensee of Section 8 (Confidentiality), or any misuse of Avalonia UI’s Confidential Information.

This indemnity includes, without limitation, any claims brought by third parties (such as end-users of the Licensee’s application) against Avalonia UI resulting from the Licensee’s use or distribution of the Software in violation of this Agreement.

Without limiting the foregoing, the Licensee shall indemnify Avalonia UI for any intellectual property infringement claims that are excluded from Avalonia UI’s indemnity obligations in Section 10.2, including those caused by the Licensee’s modification of the Software, use with unauthorised third-party code, or failure to implement a provided Update.

The Licensee’s obligations under this Section are conditioned on Avalonia UI: (i) promptly notifying the Licensee in writing of the claim (provided that delay shall only affect the Licensee’s obligations to the extent it is materially prejudiced); (ii) granting the Licensee sole control over the defence and settlement of the claim (provided that the Licensee may not settle any claim in a way that imposes liability or admission of fault on Avalonia UI without its prior written consent); and (iii) providing reasonable cooperation and assistance, at the Licensee’s expense.

Avalonia UI may participate in the defence at its own cost. The Licensee shall pay any settlement amounts it agrees to, as well as any damages, costs, or fees finally awarded.

11. Disclaimer of Warranties; Limitation of Liability

11.1 Disclaimer of Warranties

• As-Is: The Software is provided to the Licensee on an “as is” and “as available” basis, without any warranties of any kind.

• No Implied Warranties: Avalonia UI disclaims all warranties and conditions, express or implied, including but not limited to any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranties that may arise from course of dealing or usage of trade.

• No Guaranteed Performance: Avalonia UI does not warrant that the Software will meet the Licensee’s requirements, or that the operation of the Software will be uninterrupted or error-free. The Licensee assumes full responsibility for selecting the Software to achieve its intended results, and for the use of the Software and the results obtained from it.

• No Other Warranties: No oral or written information or advice given by Avalonia UI or its representatives shall create any warranty. The Licensee acknowledges that it has not relied on any warranty or representation not expressly stated in this Agreement.

• Jurisdictional Notice: Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent such law applies to this Agreement, some of the above disclaimers may not apply to the Licensee, and the Licensee may have additional rights under law.

11.2 Limitation of Liability

• Exclusion of Certain Damages: To the maximum extent permitted by applicable law, in no event shall Avalonia UI or its affiliates, officers, employees, agents, suppliers, or licensors be liable to the Licensee or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to this Agreement or the use of (or inability to use) the Software, even if Avalonia UI has been advised of the possibility of such damages. This exclusion includes, without limitation, any loss of profits or revenue, loss of data, loss of business opportunities, business interruption, loss of goodwill, or the cost of procuring substitute software or services.

• Cap on Liability: To the fullest extent permitted by law, Avalonia UI’s total cumulative liability for all claims arising under or relating to this Agreement or the Software, whether in contract, tort (including negligence), or otherwise—shall not exceed the total amount of licence and support fees actually paid by the Licensee to Avalonia UI under this Agreement. The existence of multiple claims or suits shall not enlarge or extend this limit.

• Risk Allocation: The Licensee acknowledges that the fees paid under this Agreement reflect the allocation of risk set forth herein, and that Avalonia UI would not enter into this Agreement without these limitations on its liability.

11.3 Exceptions

Nothing in this Agreement is intended to exclude or limit liability for: (a) death or personal injury caused by a party’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be lawfully excluded or limited.

To the extent such liability cannot be excluded or limited, it is not excluded or limited by this Agreement, and the scope of Avalonia UI’s liability in such cases shall be the minimum permitted by law.

The limitations and exclusions of liability in this Section shall apply regardless of the form of action, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and shall continue to apply even if any limited remedy provided in this Agreement is found to have failed of its essential purpose.

12. Governing Law and Dispute Resolution

12.1 Amicable Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Software, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations. Either party may initiate the negotiation process by providing written notice to the other party describing the issue in dispute. The parties shall meet (in person or via teleconference) within a reasonable time, not to exceed thirty (30) days from the date of such notice, to discuss the matter and seek a mutually acceptable solution.

If the parties are unable to resolve the dispute through direct negotiation within approximately sixty (60) days of the initial notice (or such longer period as may be mutually agreed in writing), they shall consider in good faith whether to submit the dispute to a form of alternative dispute resolution (such as mediation) before pursuing formal legal proceedings.

Nothing in this Section shall prevent either party from seeking immediate injunctive relief or other equitable remedies in any court of competent jurisdiction, if necessary to prevent irreparable harm, including (but not limited to) breaches of confidentiality or infringement of intellectual property rights.

12.2 Governing Law

This Agreement and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

12.3 Jurisdiction and Venue

The parties irrevocably agree that the courts of London, United Kingdom shall have exclusive jurisdiction to settle any dispute or claim arising out of or relating to this Agreement, its subject matter, or its formation. Each party expressly consents to the personal jurisdiction of such courts and waives any objection to venue on the grounds of inconvenience or forum non conveniens.

However, if the Licensee’s principal place of business (or domicile, if an individual) is in a jurisdiction that prohibits the foregoing consent to jurisdiction, or mandates local resolution of certain disputes, then any such dispute shall instead be finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), conducted in London, United Kingdom, by one or more arbitrators appointed in accordance with said Rules. The language of the arbitration shall be English, and the resulting award shall be final and binding.

Nothing in this Section shall prevent Avalonia UI from seeking interim or injunctive relief in any court of competent jurisdiction where such relief is necessary to protect its intellectual property or Confidential Information.

Any modification to this jurisdiction and dispute resolution provision must be agreed by both parties in writing.

12.4 Legal Fees

In the event of any dispute, claim, or legal proceeding arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees, court costs, and related expenses from the other party, subject to the following cap structure and conditions:

• If the dispute arises from a material breach of this Agreement as defined above, wilful and intentional misconduct resulting in demonstrable harm, or a judicial or arbitral finding of infringement or misappropriation of Avalonia UI’s intellectual property rights, the cap on the prevailing party’s recoverable legal fees shall be the greater of €100,000 or two (2) times the total fees paid by the Licensee in the twenty-four (24) months preceding the commencement of the dispute, but in no event less than €50,000.

• In all other cases, the cap on recoverable legal fees shall be the greater of €50,000 or the total fees paid by the Licensee in the twenty-four (24) months preceding the dispute.

If either party (the “Offering Party”) makes a written settlement offer that is rejected, and the rejecting party fails to obtain a more favourable outcome through litigation or arbitration, the Offering Party shall be entitled to recover its legal fees and costs from the date of the offer forward, subject to the caps above. This provision is intended to encourage good-faith settlement efforts.

Before initiating any legal proceeding, the parties agree to participate in a confidential, good-faith mediation conducted by a mutually agreed mediator. Each party shall bear its own legal costs in connection with the mediation, and the mediator’s fees shall be shared equally. This requirement shall not prevent either party from seeking interim or injunctive relief where necessary to prevent immediate and irreparable harm.

13. General Provisions

13.1 Assignment

The Licensee may assign this Agreement (and the associated licence rights) upon prior written notice to Avalonia UI, but only in connection with a merger, acquisition, or sale of all or substantially all of the Licensee’s business assets or equity related to the Software’s use. The assignee must agree in writing to be bound by all terms of this Agreement. The Licensee’s notice must include reasonable details about the transaction and the proposed assignee. Avalonia UI may object to the assignment within ten (10) business days if the proposed assignee has a history of non-compliance or there are reasonable concerns about its ability to fulfil the terms of this Agreement. The Licensee remains liable for any breaches that occurred prior to assignment.

Avalonia UI may assign or transfer this Agreement, in whole or in part, without the Licensee’s consent, to any affiliate or successor entity in connection with a merger, reorganisation, or sale of all or substantially all of Avalonia UI’s business or assets to which this Agreement relates. Avalonia UI will notify the Licensee of any such assignment.

Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. Any attempted assignment or transfer in violation of this section (including by operation of law) is null and void.

13.2 Notices

Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by commercial overnight courier or by registered post (postage prepaid) to the address of the receiving party specified in the ordering document, customer account, or signature block (or to any updated address notified in writing for notices); or (c) when sent by email to the designated notice address of the receiving party.

Notices to Avalonia UI should be sent to management@avaloniaui.net, or such other address or email as Avalonia UI may specify in writing. Notices to the Licensee will be sent to the contact name and email or postal address provided at the time of registration or purchase, or as subsequently updated by the Licensee in writing.

An email notice shall be deemed received on the next business day at the recipient’s location, provided no bounce-back or delivery error message is received by the sender. Either party may change its notice address by giving notice in accordance with this Section.

13.3 No Third-Party Beneficiaries

This Agreement is made solely for the benefit of Avalonia UI and the Licensee, and nothing in this Agreement is intended to confer any rights or remedies on any other person or entity, except for the parties’ permitted successors and assigns.

13.4 Amendments and Waivers

This Agreement may only be modified or amended by a written document that (a) expressly references this Agreement, and (b) is signed by authorised representatives of both parties.

Any additional, conflicting, or inconsistent terms contained in any purchase order, invoice, quote acceptance, order acknowledgement, vendor onboarding form, or other documentation issued by either party, whether pre-printed, electronic, or otherwise shall be deemed null, void, and of no legal effect. This applies regardless of whether such document is signed, processed, paid, or otherwise acted upon. The parties agree that any such forms are used solely for administrative convenience and shall not form part of the Agreement unless expressly incorporated by written amendment executed in accordance with this Section.

No waiver of any right, remedy, or provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is asserted. A waiver of any breach shall not constitute a waiver of any other provision or any subsequent breach. No failure or delay by either party in exercising any right, power, or privilege shall operate as a waiver, nor shall any single or partial exercise preclude any further exercise of the same or any other right or remedy.

13.5 Entire Agreement

This Agreement, together with any schedules or attachments expressly incorporated by reference, constitutes the entire agreement between Avalonia UI and the Licensee with respect to its subject matter. It supersedes and replaces all prior or contemporaneous understandings, communications, proposals, representations, warranties, or agreements, whether written or oral, relating to the same subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or agreement other than those expressly set out herein.

Any terms or conditions contained in any purchase order, platform terms of use, click-through agreement, or other document issued by the Licensee or presented via any third-party distribution platform (including but not limited to GitHub, NuGet, or similar) that are inconsistent with, or additional to, the terms of this Agreement are hereby rejected and shall be of no force or effect, unless expressly agreed in writing by Avalonia UI in accordance with the amendment procedure set out in this Agreement.

13.6 Relationship of the Parties

The relationship of Avalonia UI and the Licensee under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties. Neither party has the authority to bind or act on behalf of the other in any manner. Each party is solely responsible for the supervision, direction, and compensation of its own employees and contractors.

13.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible to reflect the parties’ original intent. If it cannot be so enforced, it shall be deemed severed from this Agreement. The remaining provisions shall remain in full force and effect. In such cases, the parties agree to negotiate in good faith a valid and enforceable substitute provision that most closely reflects the original intent and economic effect of the invalidated provision.

13.8 Headings and Interpretation

The section headings in this Agreement are for convenience only and shall have no legal or contractual effect on the interpretation of the terms. Words in the singular include the plural and vice versa. The words “include” and “including” shall be interpreted as “include, without limitation” and “including, without limitation,” respectively. This Agreement has been negotiated and reviewed by both parties and shall be interpreted without any presumption or rule requiring construction against the party that drafted any portion of it.

13.9 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (excluding payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, fire, flood, earthquake, war, terrorism, civil unrest, strikes or labour disputes, embargoes, epidemics or pandemics, failure of suppliers, utility or communications outages, Internet or service provider failures, or government orders or regulations (each, a “Force Majeure” event). The affected party shall notify the other party as soon as practicable of the Force Majeure event and shall use reasonable efforts to mitigate its effects and resume performance as soon as possible. If a Force Majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party, provided that the Force Majeure event is continuing at the time of termination. Termination under this clause shall be without further liability, except that the Licensee shall remain responsible for any fees owed for services rendered prior to the effective date of termination.

13.10 Execution and Acceptance

This Agreement may be executed in counterparts (if in writing), each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument. If the Licensee accepts this Agreement electronically (including, for example, by clicking “I Agree”, downloading, or using the Software), such action shall constitute the Licensee’s electronic signature and shall be legally binding as if physically signed. The Licensee represents and warrants that it has the legal authority to bind any entity on whose behalf it is acting. The parties agree that electronic signatures and acknowledgments are legally valid and enforceable.