Schedule 10B: Avalonia Pro Licence (Organisation)
Version 1.0, effective as of 1 January 1970
This Product Schedule forms part of and is subject to the Avalonia UI Master Terms and Conditions. Capitalised terms not defined herein have the meanings given in the Master Terms.
1. Product-Specific Definitions
"Software" refers to Avalonia Pro, comprising the complete developer tooling suite (as included in Avalonia Plus) together with the UI Components.
"Tools" refers to the complete developer tools and applications included in Avalonia Pro, identical to those provided in Avalonia Plus.
"Components" refers to the proprietary user interface controls, libraries, and similar software components provided as part of Avalonia Pro for incorporation into Avalonia-based applications. Avalonia UI may add to or remove Components from the Avalonia Pro offering at its sole discretion, subject to Section 3.4 of this Schedule.
"Named User" means a specific individual (e.g., an employee or contractor of the Licensee) designated to use the Software under the Licensee's licence. The licence is issued on a per-Named User basis.
"Redistributable Components" means the runtime portions of the Components that may be distributed as part of the Licensee's applications in compiled form, specifically: Avalonia UI runtime libraries required for rendering UI controls, and any assemblies explicitly designated as redistributable in the Software documentation.
"Perpetual Version" means the version of the Software to which the Licensee has acquired perpetual rights in accordance with Section 5 of this Schedule.
"Offline Licence Key" means a Licence Key that does not require periodic online verification and permits use of the Perpetual Version without an active internet connection.
2. Licence Grant
2.1 Grant of Licence
Subject to payment of all applicable fees and continuous compliance with the Master Terms and this Schedule, Avalonia UI grants to the Licensee a non-exclusive, non-transferable licence to install and use the Software for the purpose of developing software applications and integrating the Components into such applications.
2.2 Complete Tooling and Components
The licence covers the complete Avalonia developer tooling suite with all features, together with the full catalogue of UI Components. It does not include source code access to the Components (available only under Schedule 11 - Avalonia Enterprise) or any enhanced support services.
2.3 Named User Licence Requirement
The licence is per Named User. The Software (including the Components) may be used only by the specific individuals for whom licences have been purchased. The Licensee shall not allow multiple individuals to share a single licence.
A Named User may install the Software on more than one Machine (e.g., work computer, home laptop) for that Named User's sole use.
2.4 Licence Reassignment
A Named User licence may be reassigned to a different individual subject to:
(a) A ninety (90) day cooldown period from the most recent assignment;
(b) Submission of the reassignment request through the Avalonia UI Customer Portal;
(c) Immediate cessation of use by the previous Named User and removal of all installations from machines solely used by that individual; and
(d) No circumvention of the per-Named User licensing model.
2.5 Redistribution of Components
The Licensee may reproduce, embed, and distribute the Redistributable Components as part of the Licensee's own software applications, in executable (compiled) form only, and solely as an integral part of those applications. Distribution is permitted only as part of the application's binary or installation package, not as a standalone product or library. End-users may install and use applications incorporating the Redistributable Components without additional runtime or distribution fees.
2.6 Build Servers and Continuous Integration
The Licensee may install and use the Software on automated build machines and CI servers without purchasing a separate Named User licence, provided that:
(a) The build server is used solely for automated compilation, packaging, and deployment, with no interactive use;
(b) Every individual who develops, designs, tests, or otherwise interactively uses the Software holds a valid Named User licence;
(c) The build server does not provide interactive access to the Software or expose its functionality to unlicensed users; and
(d) The build server exception is not used to circumvent the Named User licensing model.
3. Additional Provisions
3.1 No Source Code Access
The Avalonia Pro tier does not include access to the source code of the Components. Source code access to the Components is available only under Schedule 11 (Avalonia Enterprise).
3.2 Licence Key Restrictions
The Licensee shall not share, distribute, or otherwise make available any Licence Keys to individuals who are not licensed Named Users under this Schedule. Each Licence Key is bound to a specific Named User's Avalonia Account.
3.3 Affiliates
The Licensee's Affiliates (as defined in the Master Terms) may use the Software under this Schedule, provided that the Licensee remains responsible for all Affiliate compliance with the terms of this Agreement. Each individual user within an Affiliate must hold a valid Named User licence.
3.4 Component Catalogue Changes
Avalonia UI may add new Components to or remove existing Components from the Avalonia Pro offering at its sole discretion. Removal of a Component does not affect the Licensee's perpetual rights (if any) to versions of the Software that included that Component, but Avalonia UI has no obligation to continue developing, maintaining, or supporting removed Components.
3.5 Perpetual Rights
Perpetual rights are earned in accordance with Section 5 of this Schedule. Once acquired, the perpetual rights apply to the Perpetual Version and survive expiry of the support period, subject to the termination provisions in the Master Terms.
4. Minimum Functionality Requirement
Applications incorporating Redistributable Components must provide primary and substantial functionality beyond the Software itself. The Licensee may not create applications that consist primarily of the Software's UI Components or provide access to such Components for third-party developers.
5. Subscription and Perpetual Licence Mechanics
5.1 Annual Subscription
If the Licensee purchases annual licences:
(a) The Licensee receives perpetual rights and Offline Licence Keys for each Named User for the version of the Software current at the date of purchase, effective immediately upon payment.
(b) During the subscription period, Named Users are entitled to receive Software Updates, including new or updated Components, and may use the most current version of the Software.
(c) Upon expiry of the subscription (if not renewed), Named Users retain perpetual rights to the Perpetual Version (including the Components available at that time) but will no longer receive Software Updates or new Components.
5.2 Monthly Subscription
If the Licensee purchases monthly subscriptions:
(a) The licence is subscription-based (not perpetual) during the subscription period. If the subscription is cancelled or lapses before the conversion point described below, the Licensee's right to use the Software terminates at the end of the then-current billing period.
(b) After twelve (12) consecutive months of uninterrupted paid subscription per Named User, the licence for that Named User converts to a perpetual licence for the version of the Software (including Components) in use at the twelve-month conversion point.
(c) "Consecutive months" means twelve billing periods with no gap in payment. Avalonia UI provides a seven (7) day grace period for failed payments before the consecutive count resets.
(d) After conversion, the Licensee may continue the monthly subscription to receive ongoing Software Updates and new Components for that Named User, or cancel and retain perpetual rights to the Perpetual Version only.
5.3 Offline Licence Key
Once the Licensee has earned perpetual rights for a Named User, Avalonia UI will issue an Offline Licence Key. The Offline Licence Key permits use of the Perpetual Version without an active internet connection or Avalonia Account verification.
6. Activation and Access
6.1 Avalonia Account Required
Named Users must activate and access the Software through an Avalonia Account. During an active subscription, the Software will periodically connect to Avalonia UI's servers to verify the subscription status.
6.2 Offline Use
Offline Licence Keys (once issued) permit offline use of the Perpetual Version only. Access to Software Updates, new Components, and the most current version of the Software requires an active subscription and periodic online verification.
7. Support and Updates
7.1 Included Support
During an active subscription, Named Users are entitled to receive Software Updates released by Avalonia UI. Support is provided via the Avalonia community channels on a best-efforts basis with no response time commitments.
7.2 Best-Effort Issue Prioritisation
Avalonia UI will make a best-effort attempt to prioritise GitHub issues logged by Avalonia Pro customers. Priority will only be given to issues that include a reproducible bug report. This is a good-faith commitment only, and Avalonia UI makes no guarantees, warranties, or binding commitments regarding response times, resolution times, or the prioritisation of any specific issue.
7.3 No Support After Lapse
If the subscription lapses and the Licensee holds Perpetual Versions, Named Users may continue to use those versions but will not receive Software Updates, patches, new Components, support, or issue prioritisation of any kind.
7.4 Product Support Baseline
Support is provided in accordance with Schedule 3 (Product Support), as modified by this Schedule.
8. Compliance Verification
The Licensee shall maintain accurate records of Named Users and deployment of Redistributable Components. Avalonia UI may, no more than once per year upon thirty (30) days' prior written notice, audit the Licensee's use of the Software to verify compliance with the Named User requirements and other terms of this Schedule. Avalonia UI shall treat any information obtained during such verification as Confidential Information of the Licensee under Section 5 of the Master Terms.
End of Schedule 10B