Version 1.0, effective as of 5 February 2026

1. Introduction and Application

1.1 Purpose

These Master Terms and Conditions (the "Master Terms") set out the general legal terms that apply to all licence agreements, support agreements, and related services provided by AvaloniaUI OÜ ("Avalonia UI", "we", "us") to its customers.

1.2 Parties

These Master Terms form the basis of an agreement between:

Avalonia UI: AvaloniaUI OÜ, a company incorporated in Estonia with registered office at Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/2, 11415.

Licensee/Customer: The entity or individual identified in the applicable Product Schedule or Order Form who has agreed to be bound by these Master Terms.

1.3 Agreement Structure

The complete agreement between Avalonia UI and the Licensee consists of:

(a) These Master Terms, which apply to all products and services;

(b) One or more Product Schedules (attached as appendices), which contain product-specific terms for Avalonia Accelerate, Avalonia XPF, Product Support, Enhanced Support, or other offerings; and

In the event of any conflict between these Master Terms and a Product Schedule, the Product Schedule shall prevail to the extent of the conflict. In the event of any conflict between an Order Form and either these Master Terms or a Product Schedule, the Order Form shall prevail.

1.4 Acceptance

By downloading, installing, or using any Avalonia UI software, or by executing an Order Form that references these Master Terms, the Licensee agrees to be bound by these Master Terms and the applicable Product Schedule(s).

2. Definitions

The following definitions apply throughout these Master Terms and all Product Schedules unless otherwise specified:

"Agreement" means these Master Terms together with the applicable Product Schedule(s) and any Order Form(s).

"Account Holder" means the individual or entity that registers and maintains an Avalonia Account.

"Avalonia Account" means the user account registered on the Customer Portal used to access the Customer Portal, Support Portal, license management, tool authentication and other Avalonia UI services.

"Business Day" means Monday through Friday, excluding Estonian public holidays.

"Business Hours" means 09:00-17:00 Central European Time (CET) on Business Days, unless otherwise specified in the applicable Product Schedule or Order Form.

"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.

"Customer Portal" means Avalonia UI's web-based service accessible via an Avalonia Account, used for subscription and licence management, documentation access, and other account-related services. Accessible at https://portal.avaloniaui.net

"Effective Date" means the date on which Avalonia UI delivers the Licence 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.

"Licence Key" means any unique alphanumeric code, activation code, or credentials provided by Avalonia UI that authorises the use of the Software.

"Licensee" or "Customer" means the entity or individual who has agreed to be bound by these Master Terms and the applicable Product Schedule(s).

"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.

"Open-Source Component(s)" means any third-party software components included in or with the Software that are made available under an open-source licence. This includes, for example, portions of the Avalonia framework (licensed under the MIT Licence) and other third-party libraries.

"Order Form" means any order form, quote, invoice, statement of work, purchase order, or online checkout/receipt (including Stripe self-service checkout) that identifies the products or services purchased, quantities or seats (if applicable), term (if applicable), and pricing, and that references or incorporates these Master Terms.

"Product Schedule" means an appendix to these Master Terms that contains product-specific terms for a particular Avalonia UI product or service.

"Purchase Terms" means Avalonia UI's Terms and Conditions of Purchase, available at https://avaloniaui.net/legal-center/purchase-terms.

"Service Materials" means any slides, handouts, sample code, exercises, documentation, training recordings, or other materials prepared or provided by Avalonia UI in connection with any services delivered under this Agreement (including, without limitation, training, consulting, or professional services), but excluding the Software itself and any Support Materials as defined in Section 7.3.

"Services" means, collectively, the Software, the Site, the Customer Portal, support services, and any other products, tools, or services provided by Avalonia UI to the Licensee under this Agreement or made available through the Site.

"Site" means Avalonia UI's websites, including avaloniaui.net and its subdomains.

"Software" means the proprietary software product(s) provided by Avalonia UI under the applicable Product Schedule, including any associated libraries, binaries, documentation, and any Updates provided under this Agreement.

"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.

"Support Period" means the period during which the Licensee is entitled to receive Software Updates and support services, as specified in the applicable Product Schedule or Order Form.

Additional definitions specific to particular products are set out in the applicable Product Schedule.

3. Intellectual Property

3.1 Ownership and Proprietary Rights

Avalonia UI and its licensors retain all right, title, and interest in and to the Software and all Service Materials, including all intellectual property rights therein. The Software is licensed, not sold, to the Licensee under this Agreement. Service Materials are provided for the Licensee's internal use only and may not be reproduced, distributed, published, or made available to any third party without Avalonia UI's prior written consent. Except for the limited rights expressly granted in the applicable Product Schedule, no other rights are transferred, and all other rights are reserved by Avalonia UI.

The Software and Service Materials are 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 and Service Materials, including any Updates or enhancements provided under support or maintenance.

3.2 Licensee's Retained Rights

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.

3.3 Feedback

The Licensee grants Avalonia UI an irrevocable, perpetual, royalty-free, worldwide, sublicensable right to use, modify, commercialise, and incorporate into its products or services any ideas, suggestions, recommendations, proposals, or other feedback provided by the Licensee in connection with this Agreement, without obligation to compensate the Licensee or any third party.

3.4 Branding and Notices

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 Community", "Avalonia Plus", "Avalonia Pro", "Avalonia Enterprise", "Avalonia Accelerate", "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). All use of Avalonia UI trademarks is further governed by Avalonia UI's Trademark Policy, available at https://avaloniaui.net/legal-center/trademark-policy, which the Licensee agrees to comply with.

3.5 Indemnification by Avalonia UI (Intellectual Property)

Applicability: This Section 3.5 applies only to Licensees holding (a) an active Enterprise-tier licence for Avalonia XPF under Schedule 2, or (b) an active Enhanced Support (Enterprise) agreement under Schedule 3B. Licensees of Avalonia Accelerate (all tiers) and Licensees of Avalonia XPF at Trial, Internal or Business tier are not entitled to the defence, indemnity, or remedies described in this Section.

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 on a pro-rata basis.

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.

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.

3.6 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;

4. General Licence Restrictions

The following restrictions apply to all Software licensed under this Agreement unless expressly modified by the applicable Product Schedule:

4.1 Prohibited Activities

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.

(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. The Software must not be posted or made publicly accessible except as a bundled part of the Licensee's application's distribution package.

(d) Transfer or Sub-license. Assign, transfer, lease, lend, or sublicense the Software, this licence, or any of the Licensee's rights under this Agreement, to any other person or entity (except as expressly permitted in Section 10.1 on assignment). Any attempted transfer or assignment in violation of this clause is null and void.

(e) Unauthorised Licence Key Use. Share, disclose, publish, or allow any third-party access to any Licence Key provided by Avalonia UI. The Licensee must take reasonable measures to protect the confidentiality of any Licence Key.

4.2 No Circumvention

The Licensee shall not attempt to circumvent any technical limitations of the Software or any licensing control measures.

4.3 Sanctions, Export Controls, and Compliance with Laws

The Licensee represents and warrants that:

(a) Neither the Licensee nor any of its employees or contractors using the Software is located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions or embargoes imposed by the European Union;

(b) Neither the Licensee nor any of its employees or contractors using the Software is a person or entity identified on the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions;

(c) The Licensee will not permit access to or use of the Software by any person or entity that would cause Avalonia UI to be in violation of applicable EU sanctions or export control laws;

(d) The Licensee will not export, re-export, or transfer the Software to any destination, entity, or person prohibited under EU law.

The Licensee shall use the Software in accordance with all applicable laws and regulations.

4.4 Anti-Bribery and Anti-Corruption

The Licensee represents, warrants, and undertakes that it will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials, and applicable EU directives.

4.5 Competition Restriction

The Licensee shall not use the Software primarily to develop, test, or provide a Competing Product or Hard Fork.

"Competing Product" means any product, package, extension, component library, toolkit, or developer tool that the Licensee distributes or makes available to third parties (whether free or paid) and that is intended to replace, replicate, or serve as a substitute for Avalonia UI's commercial offerings or developer tooling, including the components included in any Avalonia UI commercial product as of the date the Licensee accepts this Agreement, and any IDE extensions or developer tooling intended to replace or substantially replicate the functionality of Avalonia UI's tools. A product is a "substitute" if, having regard to its functionality, marketing, target users, and typical use, it would reasonably be considered by users as an alternative to Avalonia UI's offering. Avalonia UI may reasonably determine that a product is a Competing Product in light of these factors, including where the product is not expressly listed.

"Hard Fork" means a fork of an Avalonia UI open-source project that is (a) published to NuGet or any other package feed, app store, or extension marketplace, and (b) advertised, positioned, or reasonably understood as a replacement for the original project or any Avalonia UI-provided package or extension.

This restriction does not prevent the Licensee from: (a) building, testing, or shipping applications for end users; (b) providing consulting, development, or support services, including services involving alternative UI frameworks or tools, provided the Licensee is not using the Software to develop or support a Competing Product or Hard Fork; (c) evaluating Avalonia UI and its Software alongside alternatives; or (d) contributing to open-source projects that are not Hard Forks and are not distributed or promoted as substitutes for the listed components or tooling.

Avalonia UI may grant written permission for specific uses that would otherwise be restricted, including for technology partners, component vendors, or integrators, and may impose conditions on such permission. If the Licensee believes its use is permitted but could reasonably be considered competitive, the Licensee must notify Avalonia UI and Avalonia UI will respond within a reasonable time; continued use without objection constitutes permission solely for that disclosed use.

4.6 Safety-Critical Applications

The Licensee shall not use the Software in any system or application where the failure, malfunction, or unavailability of the Software could reasonably be expected to result in death, serious bodily injury, or significant damage to property or the environment ("Safety-Critical Application"), including without limitation medical devices, life-support systems, nuclear facilities, air traffic control, weapons systems, autonomous vehicles, or any other application subject to safety certification or regulatory approval. The Licensee is solely responsible for ensuring that any application it develops using the Software complies with all applicable safety, regulatory, and legal requirements in its jurisdiction, and for implementing appropriate safeguards, redundancy, and fail-safe mechanisms independently of the Software.

4.7 Compliance Verification and Audit

Avalonia UI may, upon not less than thirty (30) days' prior written notice, verify that the Licensee is using the Software in compliance with this Agreement and the applicable Product Schedule, including (without limitation) the licence scope, permitted platforms, application count, distribution restrictions, and any usage limitations.

The Licensee shall cooperate with any such verification and, upon reasonable request, provide evidence of compliance, which may include a written attestation signed by an authorised representative of the Licensee confirming the number of applications in which the Software is deployed, the platforms on which those applications are used, and the nature of the distribution (internal or external).

Avalonia UI may conduct such verification no more than once per twelve (12) month period, unless Avalonia UI has a reasonable, good-faith belief that the Licensee is in material breach of its licence terms, in which case additional verification may be requested. Any on-site inspection (if applicable) shall be conducted during normal business hours and shall not unreasonably interfere with the Licensee's operations.

In addition to the formal verification process described above, the Licensee acknowledges that Avalonia UI may monitor licence compliance through automated analysis of data collected in the ordinary course of providing its services, including telemetry data, product activation records, and usage data. Where such analysis indicates potential non-compliance, Avalonia UI may cross-reference data from these sources to investigate, including by using third-party services to associate IP addresses with organisations. This monitoring does not require prior notice and is without prejudice to Avalonia UI's right to conduct formal verification under this Section.

If a verification reveals that the Licensee has used the Software in excess of or outside the scope of the licence granted, the Licensee shall promptly pay the applicable licence fees for such excess usage, together with any costs reasonably incurred by Avalonia UI in conducting the verification.

If Avalonia UI determines, whether through verification under this Section or otherwise, that the Licensee has underpaid licence fees (including by using the Software under a licence tier for which it does not qualify), the Licensee shall pay: (a) the unpaid fees, calculated based on the licence tier applicable to the Licensee's actual use as reasonably determined by Avalonia UI, from the date such use commenced; (b) a compliance surcharge equal to fifty percent (50%) of the underpaid amount; and (c) interest on the unpaid fees at a rate of one and a half percent (1.5%) per month (or the maximum rate permitted by law, if lower) from the date such fees should have been paid. Underpayment of more than five percent (5%) shall constitute a Material Breach entitling Avalonia UI to terminate this Agreement. These remedies are cumulative and do not limit any other rights or remedies available to Avalonia UI under this Agreement or at law. Underpayment of more than twenty percent (20%) shall constitute a Material Breach entitling Avalonia UI to terminate this agreement.

Avalonia UI shall treat any information obtained during the verification as Confidential Information of the Licensee under Section 5.

5. Confidentiality

5.1 Avalonia UI's Confidential Information

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 specific terms of this Agreement, including any pricing or support commitments.

5.2 Licensee's Confidential Information

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.

5.3 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.

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.

5.4 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;

(b) was already known to the Recipient prior to disclosure by the Discloser, free of any confidentiality obligation;

(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; 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.

5.5 Duration of Confidentiality

The obligations in this Section 5 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. Trade secrets shall be protected for as long as they retain their status as trade secrets.

5.6 Confidentiality of this Agreement

The parties may disclose the existence of this Agreement, but the specific terms 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.

5.7 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, the Discloser shall be entitled to seek immediate injunctive or equitable relief without the requirement of posting a bond or proving actual damages.

6. Open-Source Components

6.1 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.

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.

6.2 Open-Source Licence 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. 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.

6.3 No Modification of Open-Source Licences

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).

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 mechanisms in the Software; and (ii) Avalonia UI's support obligations do not apply to issues arising from such modifications.

6.4 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.

7. Disclaimers and Limitations of Liability

7.1 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.

No Other Warranties: No oral or written information or advice given by Avalonia UI or its representatives shall create any warranty.

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.

7.2 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. 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 in the twelve (12) months preceding the claim.

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.

7.3 Sample Code and Support Materials

Any source code, code samples, code snippets, example projects, workarounds, or similar materials provided by Avalonia UI in the course of support interactions, whether via the Support Portal, email, community forum, or any other channel ("Support Materials"), are provided strictly on an "as is" basis for educational and illustrative purposes only.

Support Materials are not part of the Software and are not covered by any warranty, support obligation, or service level commitment under this Agreement or any Product Schedule. Avalonia UI has no obligation to maintain, update, fix, or provide ongoing support for any Support Materials. The Licensee uses Support Materials entirely at its own risk and is solely responsible for evaluating their suitability, testing them in the Licensee's own environment, and ensuring they meet the Licensee's requirements before incorporating them into any application or system.

7.4 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.

8. Term and Termination

8.1 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.

8.2 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.

Termination by the Licensee will not entitle the Licensee to any refund of fees already paid, except as expressly stated in Section 3.5.

8.3 Termination for Breach by Avalonia UI

Avalonia UI may terminate this Agreement 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.

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.

If the Licensee fails to pay any required fees, and such non-payment remains uncured for fifteen (15) days following written notice from Avalonia UI, Avalonia UI may terminate this Agreement immediately.

8.4 Insolvency

Avalonia UI may terminate this Agreement immediately upon written notice if the Licensee: (a) becomes insolvent or unable to pay its debts as they fall due; (b) files for or becomes subject to bankruptcy, administration, liquidation, or similar insolvency proceedings; (c) makes an assignment for the benefit of creditors; (d) has a receiver, administrator, or similar officer appointed over all or a substantial part of its assets; or (e) ceases or threatens to cease carrying on business.

In the event of Avalonia UI's insolvency, the Licensee's perpetual licence rights to the versions of the Software lawfully obtained prior to such event shall survive, subject to continued compliance with this Agreement.

8.5 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;

(b) the Licensee must uninstall and permanently delete or destroy all copies of the Software in its possession or control;

(c) at Avalonia UI's request, the Licensee shall return or securely destroy all copies of Avalonia UI's Confidential Information; and

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

8.6 Continued Use of Deployed Applications

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.

8.7 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: Section 3 (Intellectual Property); Section 4 (General Licence Restrictions); Section 5 (Confidentiality); Section 6 (Open-Source Components); Section 7 (Disclaimers and Limitations of Liability); Section 9 (Governing Law and Dispute Resolution); and Section 10 (General Provisions).

9. Governing Law and Dispute Resolution

9.1 Amicable Resolution

In the event of any dispute arising out of or relating to this Agreement, 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. The parties shall meet within thirty (30) days to discuss the matter.

If the parties are unable to resolve the dispute within sixty (60) days of the initial notice, they shall consider in good faith whether to submit the dispute to mediation before pursuing formal legal proceedings.

Nothing in this Section shall prevent either party from seeking immediate injunctive relief if necessary to prevent irreparable harm.

9.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Estonia, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction, unless otherwise agreed in writing by Avalonia UI. Any such alternate governing law must be expressly stated in a Quote or Invoice issued by Avalonia UI. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

9.3 Jurisdiction and Venue

The parties irrevocably agree that the courts of Tallinn, Estonia shall have exclusive jurisdiction to settle any dispute or claim arising out of or relating to this Agreement, unless otherwise agreed in writing by Avalonia UI and expressly stated in a Quote or Invoice issued by Avalonia UI.

However, if the Licensee's principal place of business is in a jurisdiction that prohibits the foregoing consent to jurisdiction, 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 Tallinn, Estonia, by one or more arbitrators appointed in accordance with said Rules. The language of the arbitration shall be English.

9.4 Legal Fees

In the event of any dispute arising from 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 caps:

If the dispute arises from a Material Breach, wilful misconduct, or infringement of intellectual property rights, the cap 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 dispute, but in no event less than €50,000.
In all other cases, the cap shall be the greater of €50,000 or the total fees paid by the Licensee in the twenty-four (24) months preceding the dispute.

10. General Provisions

10.1 Assignment

The Licensee may assign this Agreement 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 related to the Software's use. The assignee must agree in writing to be bound by all terms of this Agreement. Avalonia UI may object to the assignment within ten (10) business days if there are reasonable concerns about the assignee's ability to fulfil the terms.

Avalonia UI may assign or transfer this Agreement, in whole or in part, without the Licensee's consent, to any affiliate or successor entity.

Change of Control: If the Licensee undergoes a Change of Control, Avalonia UI may, at its sole discretion: (a) require the Licensee to enter into Avalonia UI's then-current licence agreement; (b) terminate this Agreement immediately if the successor entity is a competitor; or (c) impose additional conditions on continued use.

10.2 Notices

Any notice required under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by commercial overnight courier or registered post; or (c) when sent by email to the designated notice address.

Notices to Avalonia UI should be sent to [email protected]. Notices to the Licensee will be sent to the contact information provided at purchase.

10.3 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.

10.4 Amendments and Waivers

10.4.1 Paid Licence Tiers. Where the Licensee holds an active paid licence or subscription under any Product Schedule, this Agreement may only be modified by a written document that expressly references this Agreement and is signed by authorised representatives of both parties. Any additional or conflicting terms in any purchase order, invoice, or other documentation shall be deemed null and void unless expressly incorporated by written amendment.

10.4.2 Free and No-Charge Licence Tiers. Where the Licensee's only active licence is provided free of charge (including, without limitation, the Avalonia Community licence under Schedule 8 and any no-charge tier of the Avalonia for Visual Studio Code extension), Avalonia UI reserves the right to amend these Master Terms and the applicable Product Schedule at any time by publishing an updated version on the Avalonia UI website, the Visual Studio Code marketplace listing, or through any other reasonable means of notification. The Licensee's continued use of the Software after the effective date of any such amendment constitutes acceptance of the revised terms. If the Licensee does not agree to the amended terms, the Licensee's sole remedy is to cease use of the Software and terminate this Agreement in accordance with Section 8.

10.4.3 Transition Between Tiers. If a Licensee transitions from a free licence tier to a paid licence tier, Section 10.4.1 shall apply from the date of that transition. If a Licensee's paid subscription expires or is not renewed, and the Licensee continues to use the Software under a free licence tier, Section 10.4.2 shall apply from the date of expiry.

10.4.4 No Waiver. No waiver of any right shall be effective unless in writing and signed by the party against whom the waiver is asserted.

10.5 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 all prior or contemporaneous understandings, communications, proposals, representations, warranties, or agreements.

10.6 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.

10.7 Subcontractors

Avalonia UI may engage subcontractors, affiliates, or third-party service providers to perform any of its obligations under this Agreement. Avalonia UI shall remain responsible for the performance of any subcontracted obligations.

10.8 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible. If it cannot be so enforced, it shall be deemed severed from this Agreement. The remaining provisions shall remain in full force and effect.

10.9 Headings and Interpretation

Section headings are for convenience only and shall have no legal effect. Words in the singular include the plural and vice versa. The words "include" and "including" mean "include, without limitation" and "including, without limitation."

10.10 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (excluding payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, strikes, epidemics, pandemics, utility or communications outages, disruption to third-party hosting, infrastructure, or service providers, or government orders.

If a Force Majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

10.11 Exclusion of Licensee Terms

Any additional, different, or conflicting terms and conditions contained in or attached to any purchase order, vendor registration form, supplier portal, vendor onboarding documentation, supplier code of conduct, procurement questionnaire, request for proposal, confirmation, acknowledgement, or any other document issued or required by the Licensee or the Licensee's procurement function (collectively, "Licensee Terms") shall have no force or effect and are hereby expressly rejected by Avalonia UI, regardless of whether Avalonia UI acknowledges, signs, clicks through, or otherwise engages with such Licensee Terms in the course of fulfilling an order or completing a vendor registration or onboarding process.

Avalonia UI's completion of any vendor registration, supplier onboarding, procurement portal submission, or similar administrative process required by the Licensee does not constitute acceptance of, or agreement to be bound by, any Licensee Terms encountered or presented during that process. The only terms governing the relationship between Avalonia UI and the Licensee are this Agreement (including the applicable Product Schedule(s)), the Purchase Terms, and any Order Form(s), unless Avalonia UI has expressly agreed otherwise in a document that: (a) is separate from any Licensee Terms; (b) specifically identifies the provision of this Agreement or the Purchase Terms being varied; and (c) is signed by an authorised officer of Avalonia UI.

10.12 Execution and Acceptance

This Agreement may be executed in counterparts. If the Licensee accepts this Agreement electronically (including by clicking "I Agree", downloading, or using the Software), such action shall constitute the Licensee's electronic signature and shall be legally binding. The Licensee represents and warrants that it has the legal authority to bind any entity on whose behalf it is acting.

11. Payment Terms

Payment for licences and services under this Agreement is governed by Avalonia UI's Terms and Conditions of Purchase (the "Purchase Terms"), available at https://avaloniaui.net/legal-center/purchase-terms, which are incorporated by reference.

Order of Precedence: In the event of any conflict between this Agreement and the Purchase Terms with respect to ordering, payment, pricing, taxes, refunds, or delivery, the Purchase Terms shall prevail. For all other matters, this Agreement shall prevail.

All licence and service fees are non-refundable, except as expressly provided in the Purchase Terms or as required by mandatory applicable law.

11.1 Data Collection and Telemetry

Whether and to what extent the Software collects or transmits technical information is specified in the applicable Product Schedule. Where a Product Schedule states that the Software does not collect or transmit data, that commitment prevails.

Where data collection is enabled for a particular product, Avalonia UI does not collect, access, or transmit any of the Licensee's source code, application code, intellectual property, or proprietary business data.

For full details on data collection, please refer to Avalonia UI's Privacy Policy at https://avaloniaui.net/legal-center/privacy-policy.

Appendix A: Product Schedule Index

The following Product Schedules are available and may be attached to these Master Terms as applicable:

Schedule 2: Avalonia XPF (all tiers: Trial, Business, Enterprise, Internal)
Schedule 3: Product Support (baseline terms for product support)
Schedule 4: Avalonia Account Terms
Schedule 5: Training Services
Schedule 6: Marketing Rights
Schedule 7: Professional Services
Schedule 8: Avalonia Community (Individual only)
Schedule 9A: Avalonia Plus - Individual
Schedule 9B: Avalonia Plus - Organisation
Schedule 10A: Avalonia Pro - Individual
Schedule 10B: Avalonia Pro - Organisation
Schedule 11: Avalonia Enterprise (Organisation only)
Schedule 12: Avalonia for Visual Studio Code - Essentials (Individuals and Organisations)

Each Product Schedule contains product-specific definitions, licence grants, restrictions, and other terms that supplement these Master Terms.

End of Master Terms and Conditions

Avalonia UI Master Terms and Conditions