XPF Business License

1. Preamble and Parties

This Software License Agreement (the “Agreement”) is entered into by and between Avalonia UI (AvaloniaUI OÜ), as the Licensor, and the Customer (the “Licensee”), as the party obtaining a license to Avalonia XPF Business Tier. Avalonia UI is the developer and owner of the Avalonia XPF software, and the Licensee wishes to use this software under the terms of a Business 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

For purposes of this Agreement, the following terms have the meanings set forth below:

• “Software” refers to Avalonia XPF (Business Tier), the proprietary software product provided by Avalonia UI under this Agreement, including its binary code, associated libraries, documentation, and any related media or printed materials. The Software also includes any Software Updates provided to the Licensee under this Agreement.

• “Business License” refers to the licensing of the Software under the Business Tier, granting the Licensee a perpetual right to integrate and use the Software in one specific software application, subject to the terms of this Agreement. A Business License is a per-application license; each distinct application developed or distributed by the Licensee using the Software requires a separate Business License. Supported deployment platforms for a Business License are Windows, macOS, and desktop Linux (x64) operating systems.

• “Production License Key” signifies a unique alphanumeric code provided by Avalonia UI that authorizes the integration of the Software into the Licensee’s application and the distribution of the Software as part of that application. The Production License Key is specific to the licensed application and the Licensee, and is used to enable the Software for production use under this Agreement.

• “Effective Date” means the date on which the Production License Key is delivered to the Licensee (or, if no separate delivery occurs, the date the Licensee first downloads or accesses the Software after purchase). This is the date when the Licensee’s rights and obligations under this Agreement commence.

• “Software Update(s)” encompass any new releases, versions, patches, bug fixes, maintenance releases, or enhancements to the Software that Avalonia UI may provide 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 whose source code is made available under an open-source license. In the context of Avalonia XPF, Open-Source Components include, for example, parts of the Avalonia UI framework and the WPF framework, or other libraries, which are provided under their own open-source licenses (such as the MIT License or similar).

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

3. License Grant

3.1 Grant of License 

Subject to the Licensee’s payment of all applicable fees and continuous compliance with the terms and conditions of this Agreement, Avalonia UI hereby grants to the Licensee a non-exclusive, non-transferable, perpetual Business License to use the Software. This Business License permits the Licensee to:

1. Integrate and Use. Install and use the Software for the purpose of developing and integrating it into one software application product owned or developed by the Licensee (the “Licensed Application”), for the Licensee’s personal or internal business use and for distribution to end users as part of the Licensee’s application. The Licensee may use the Software in development and testing environments for the Licensed Application.

2. Reproduce and Distribute in Executable Form. Reproduce, embed, and distribute the Software in executable, compiled form only as an integral part of the Licensed Application. Distribution is permitted solely as part of the Licensed Application’s binary/packaged output (for example, as compiled into the application or included in installation media) and not as a standalone product. The Licensee may deploy and allow end-users to install and use the Licensed Application (which incorporates the Software) on the supported platforms (Windows, macOS, and Linux x64) without paying any additional runtime or distribution fees to Avalonia UI.

The rights granted above are perpetual for the specific Licensed Application, meaning that the Licensee’s application that is developed and released under this license can continue to be used by the Licensee and its end-users indefinitely, even if the support period ends (see Section 5), subject to the termination provisions in Section 7.

3.2 Per-Application License Requirement. 

The Business License granted herein is limited to a single application. A separate license must be purchased for each distinct software application or product in which the Licensee wishes to use or integrate the Software. The Licensee shall not use the Software in or for more than one application under a single Business License. If the Licensee intends to use Avalonia XPF in multiple applications, the Licensee must obtain an equal number of Business Licenses (one for each application) or upgrade to a license tier that permits multiple applications. Each Production License Key provided by Avalonia UI is tied to one licensed application and may not be reused for a different application.

3.3 Platform Scope

Each Business Licence includes the right to develop, deploy, and run the Licensed Application (incorporating the Software) on the following supported desktop platforms: Windows, macOS, and Linux (x64 desktop distributions).

Use of the Software on any other operating systems or platforms, including but not limited to mobile platforms (e.g. iOS, Android), WebAssembly, or embedded systems 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):

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

2.  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 Licensed Application) retain all copyright and proprietary notices as they appear in the original Software.

3. Separate Distribution: Sell, sublicense, distribute, publish, expose, or make the Software or any portion of it available to any third party as a standalone product or library. In particular, the Licensee shall not distribute the Software (in source or binary form) on its own or as part of any toolkit, developer library, or product other than as integrated into the Licensee’s compiled Licensed Application. The Software may not be posted or publicly accessible (for example, on an open repository, website, or other file-sharing method) except as an embedded component of the Licensed 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 of the Software for archival purposes, in addition to copies used in development of the Licensed Application.)

4. Transfer or Sub-license: Rent, lease, lend, assign, sub-license, sell, or otherwise transfer the Software, the Business License, or any of the Licensee’s rights under this Agreement to any other person or entity. The license granted to the Licensee is specific to the Licensee (and its authorized employees/developers) and cannot be transferred or used by any parent, subsidiary, affiliate, contractor, partner, or any other third party without the prior written consent of Avalonia UI. Any attempted transfer or assignment in violation of this clause is null and void.

5. Unauthorized License Key Use: Share, disclose, or allow access to the Production License Key to any third party except as necessary to include it in the Licensed Application’s code or configuration. The Licensee must take reasonable measures to protect the confidentiality of the Production License Key. The Production License Key may only be used for activating the Software in the specific Licensed Application for which it was issued, and shall not be used to activate the Software for any other application or by any other party. The Licensee shall not embed the Production License Key in an open or easily extractable form. (For example, the key should not be stored in plain text in a publicly accessible repository.) Any unauthorized use or distribution of a Production License Key is a material breach of this Agreement.

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, usage tracking, or watermarks 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. 

Purchase of a Business Licence includes access to Software Updates and support services for an initial period of twelve (12) months from the Effective Date (the “Support Period”).

During this period, the Licensee is entitled to:

(a) receive any Software Updates released by Avalonia UI for the licensed version of the Software; and

(b) access support services for issues related to the unmodified Software when used as intended in a supported environment.

Support is provided by Avalonia UI’s engineering team and may include assistance via email or a designated support portal, guidance on integration, and reasonable efforts to address technical issues or defects.

Avalonia UI will use commercially reasonable efforts to respond to support requests within \supportsla{} working days. No other service levels or response time guarantees apply unless separately agreed in writing.

5.2 Software Updates.

Any Software Updates provided to the Licensee during an active Support Period are made available under the same licence terms as the original Software. The Licensee’s rights to use such Updates are perpetual, subject to the same licence restrictions and conditions set out in this Agreement.Avalonia UI will use commercially reasonable efforts to ensure that Updates maintain compatibility with the Software’s intended functionality. However, the Licensee acknowledges that Updates may introduce changes, enhancements, or deprecations as part of the ongoing development and evolution of the Software.

5.3 Support Renewal Options (12, 24, 36 Months). 

After the initial 12-month Support Period expires, the Licensee has the option to renew support and update services for additional periods of 12, 24, or 36 months by paying the applicable renewal fees. Renewal is not automatic; Avalonia UI will provide the Licensee with an opportunity to extend the Support Period. If renewed, the extended Support Period will entitle the Licensee to continued Software Updates and support services for the duration of the renewal term purchased. The terms of this Agreement (including license restrictions and limitations) will continue to apply during any renewal period.

5.4 Lapse of Support 

If the Licensee chooses not to renew support after the initial or any subsequent Support Period, the Licensee’s licence to use the Software continues on a perpetual basis for the version of the Software in its possession at the time support lapsed, including any Updates received during the active Support Period.

However, the Licensee will no longer be entitled to receive Software Updates, patches, or technical support from Avalonia UI after the Support Period ends. Existing licence keys will continue to authorise use of the Software, including in any applications that were lawfully developed and distributed prior to the lapse of support.

The Licensee may continue to use the Software and distribute its applications, but shall be solely responsible for maintaining compatibility, addressing defects, and resolving any technical issues that may arise without further assistance from Avalonia UI.

5.5 End-of-Life and Renewal Refusal 

Avalonia UI reserves the right to decline renewal of support and update services for Software versions that have reached end-of-life status. “End-of-life” may mean that Avalonia UI has discontinued standard support or development for a particular version or release of the Software, for example, because a newer major version is available, or for other commercial or technical reasons.

In such cases, Avalonia UI may require the Licensee to upgrade to a supported version of the Software (which may be subject to new licensing terms or fees) as a condition of renewing support or receiving further Updates.

Avalonia UI will make reasonable efforts to communicate any end-of-life status or version deprecation timelines in advance of the applicable renewal period. If support is not renewed due to end-of-life, the Licensee retains the right to continue using the last licensed version under the terms of its perpetual licence, but will do so without entitlement to further Updates or support services.

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.

5.8 Support Ticket Limitations and Additional Charges

The Licensee is entitled to a maximum of twenty-five (25) support requests (“Tickets”) per twelve (12) month Support Period under this Agreement. For multi-year support terms, the total number of Tickets is calculated as twenty-five (25) multiplied by the number of full years of support purchased (e.g., 25 × 3 = 75 Tickets for a three-year term).

If the allocated Tickets are exhausted before the end of the Support Period, Avalonia UI may, at its discretion, provide additional support under its standard hourly development services terms. As of March 2025, the applicable rate is €150.00 per hour. This rate is subject to change at Avalonia UI’s discretion, and any changes do not require an amendment to this Agreement. Prior to commencing chargeable work, Avalonia UI will notify the Licensee, provide an upper-bound estimate of time and cost, and obtain the Licensee’s written agreement to proceed.

For the purposes of this clause, all support interactions, including those that result in the identification of a defect in the Software, may be counted towards the Licensee's Ticket allocation. While Avalonia UI values reports that help improve product quality, the time and resources required to investigate, reproduce, and resolve such issues are non-trivial. This is particularly true for issues arising from specific third-party control integrations, unique application configurations, or platform-specific edge cases that impact only a limited subset of users.

As such, bug reports are treated as support requests unless Avalonia UI determines, at its sole discretion, that the issue is systemic, high-impact, and broadly applicable to other customers. Examples of issues that would typically not count against the ticket allocation include defects in core functionality that affect many users, critical compatibility issues with widely-used controls, or significant platform-specific failures that would impact a substantial portion of the user base.

5.9 Third-Party Component Compatibility and Support

Avalonia UI provides support for selected third-party components where explicitly listed on the Avalonia XPF compatibility portal at https://avaloniaui.net/xpf/packages as “Tested and Working”. For such components, Avalonia UI will, to commercially reasonable efforts, investigate, debug, and attempt to resolve integration or runtime issues encountered by the Licensee. Resolutions may include inclusion of a fix in a future release of the Software, provision of a suitable workaround, or other remediation deemed adequate by Avalonia UI.

Where a third-party component is either not listed in the compatibility portal, or listed under categories other than “Tested and Working” (including “Compatibility Unknown” or “Known Issues”), Avalonia UI bears no obligation to provide any form of support. In certain cases, it may not be technically feasible to support such components due to limitations in their design, licensing, or behaviour.

Support for components outside the “Tested and Working” category may, at Avalonia UI’s sole discretion, be offered as a paid development service under Avalonia UI’s standard hourly rates (as of the Effective Date, €150.00 per hour). In such cases, Avalonia UI will inform the Licensee and provide an upper-bound estimate of time and cost. Work will only proceed upon written confirmation from the Licensee.

The contents of the compatibility portal are maintained at Avalonia UI’s discretion and may be updated at any time without notice. Changes in compatibility status immediately supersede any prior commitments, and Avalonia UI may, without liability, withdraw or limit support for components if they cease to function as expected due to third-party changes or other technical factors outside Avalonia UI’s control.

5.10 Support Limitations for Mixed Avalonia/XPF Integration

The Software includes a feature that enables the integration of Avalonia UI elements within an Avalonia XPF application, and conversely, the embedding of Avalonia XPF controls within an Avalonia application (“Mix and Match”). While this capability is supported at a technical level, the complexity it introduces, particularly in deeply nested or recursively interleaved configurations, makes certain usage patterns inherently unstable and difficult to support.

Accordingly, support for Mix and Match scenarios is explicitly excluded from any applicable service level agreement (SLA) or guaranteed response time commitments. Avalonia UI will make reasonable efforts to assist with issues arising from Mix and Match usage, but reserves the right, at its sole discretion, to deem specific cases unsupported, especially where multiple alternating layers of Avalonia and Avalonia XPF controls are embedded within one another (e.g., Avalonia > XPF > Avalonia > XPF and beyond).

Licensees are encouraged to use Mix and Match functionality judiciously, with awareness that excessive or non-linear view hierarchy composition may exceed the bounds of reliable or maintainable integration. Avalonia UI accepts no responsibility for behaviour arising from unsupported nesting depth or interaction patterns.

5.11  Support Limitations for Platform-Specific Behaviours

The Licensee acknowledges that the supported deployment platforms for the Software, as defined in Section 3.3 (Platform Scope), each have distinct operating system behaviours, windowing systems, and runtime environments. While the Software is designed to enable cross-platform development across supported platforms, Avalonia UI does not warrant or represent that application behaviour will be identical across these platforms.

Differences in window decoration, input handling, drag-and-drop functionality, file system integration, accessibility APIs, and other system-level features are a natural consequence of platform variance. Behavioural divergence arising from the underlying operating system or its user interface conventions does not constitute a defect in the Software and falls outside the scope of Avalonia UI’s support obligations under this Agreement.

Avalonia UI shall not be required to modify the Software or supply workarounds solely to replicate Windows-specific behaviour on macOS or Linux, or vice versa. Where platform-specific adjustments are necessary to achieve the Licensee’s desired behaviour, Avalonia UI may, at its discretion, offer informal guidance or advisory input. Alternatively, Avalonia UI may, upon request and subject to separate commercial terms, provide development services to assist with platform-specific adaptation.

6. Payment Terms

6.1 License Fees and Key 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 Withholdings. 

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 effect for as long as the Licensee continues to use the Software lawfully and in accordance with its terms, unless terminated earlier in accordance with this Agreement.

The licence granted to the Licensee under this Agreement is perpetual (not time-limited) with respect to the specific version of the Software obtained by the Licensee, subject to the Licensee’s ongoing compliance with all terms and conditions of this Agreement.

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. 

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 Acknowledgement 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 Licensee’s Obligations for Open-Source Components. 

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 UI 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 Licenses. 

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 Indemnity

10.1 Ownership of Intellectual Property. 

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 licence 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. Disclaimers and Limitations 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. Miscellaneous Provisions

13.1 Data Protection and GDPR. 

The parties agree to comply with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR) to the extent it applies. Avalonia UI confirms that Avalonia XPF does not collect, store, or transmit any personal data from the Licensee or the Licensee’s end-users in the course of its normal operation. The Software is designed to run entirely offline within the Licensee’s application and infrastructure, and it does not “phone home” or send usage data to Avalonia UI. Therefore, Avalonia UI does not act as a data processor or controller with respect to the Licensee’s end-user data through the Licensee’s use of the Software. The Licensee remains solely responsible for any personal data it collects or processes via its own application, and for ensuring that its application (even when using the Software) complies with any privacy obligations or regulations (for example, providing appropriate privacy notices to end-users of the Licensee’s application, if applicable). If, in the context of support services, the Licensee needs to share any personal data with Avalonia UI (for example, in log files or error reports), the Licensee shall anonymize or remove personal data where feasible, or ensure it has a lawful basis to share such data, and both parties agree to handle such data in compliance with applicable privacy laws. Nothing in this Agreement requires either party to process personal data on behalf of the other, and in the ordinary course, no personal data should be exchanged under this Agreement.

13.2 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.

13.3 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.

13.4 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 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.

13.7 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.

13.8 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.

13.9 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.

13.10 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.

13.11 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.