Version 1.0, effective as of 24 March 2026

This Avalonia UI Reseller Agreement, together with the Reseller Guide and the terms, conditions and documents incorporated by reference herein (together, the "Agreement") form a legally binding contract between you ("Reseller") and AvaloniaUI OÜ, a private limited company incorporated under the laws of the Republic of Estonia with registry code 14839404 ("AvaloniaUI"), in relation to the resale and distribution of Software Product Licences (as defined below) (together and as further defined below, the "Software Products"). In order to resell Software Product Licences under the Reseller Program (as defined below), you must first agree to the terms and conditions of this Agreement.

This Agreement does not have to be signed in order to be binding. Reseller indicates its assent to the terms of this Agreement by clicking on the "I Agree" (or similar button) that is presented when enrolling in the Reseller Program, or by placing an order under the Reseller Program.

1. Definitions

In this Agreement, the following terms and expressions shall have the following meanings:

Breach: has the meaning ascribed to it in Section 7.4.3.

Change in Control: means, in relation to a party: (i) the occurrence of a material change in control of that party having regard to any matter which relates to control of a corporation, including legal or beneficial ownership of shares, voting rights, and rights to appoint directors; or (ii) the disposal by such party of all or substantially all of its assets.

Confidential Information: has the meaning ascribed to it in Section 10.1.

AvaloniaUI Support Programme: means AvaloniaUI's standard maintenance and support programmes for Software Products as described in any applicable Service Level documentation, the terms of which are made available at https://avaloniaui.net/legal.

AvaloniaUI Trademarks: has the meaning ascribed to it in Section 8.1.

Documentation: means the user manuals, guides, policies and other technical documentation and specifications published or developed by AvaloniaUI in respect of the Software Products (including any amendments, addendums or supplements thereto and any new versions thereof) and which are made available on AvaloniaUI's website.

Effective Date: means the date on which Reseller agrees to the terms of this Agreement.

Eligibility Criteria: means the eligibility criteria and requirements that AvaloniaUI may impose from time to time for being appointed as a reseller under the Reseller Program, as set forth in the Reseller Guide.

End User: means a licensee of Software Products who acquires a Software Product Licence for its own use rather than distribution, and excludes, for greater clarity, distributors, resellers, third party vendors, systems integrators, or other parties who have licensed the Software Products from AvaloniaUI for distribution or resale.

EULA: means AvaloniaUI's then-current Software Product End User Licence Agreements for the relevant Software Products, that are included with each Software Product generally in electronic form as part of a product installer or activation flow, and which may be accessed at https://avaloniaui.net/legal.

Intellectual Property: means all intellectual property rights of whatever nature anywhere in the world, including all rights conferred under statute, common law or equity, including trademark rights, service mark rights, patent rights, copyrights, design rights and trade secrets, and any rights to apply for registration (to the extent registrable) of any of the foregoing rights.

Loss: means, in relation to any person, any damage, loss, cost, expense or liability incurred by the person or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual, threatened or contingent.

Membership Level: means the membership level under which Reseller is classified within the Reseller Program, as further described in the Reseller Guide.

New Licensing Programmes: has the meaning ascribed to it in Section 4.2.

New Licensing Programme Terms: has the meaning ascribed to it in Section 4.2.

Notice: has the meaning ascribed to it in Section 15.1.

Personal Information: means any information relating to an identified or identifiable natural person, i.e. a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Reseller Guide: means AvaloniaUI's programme guide for resellers issued under the Reseller Program, as the same may be amended from time to time, and which is hereby incorporated by reference into this Agreement.

Reseller Program: means the programme under which Reseller is authorised to resell Software Product Licences, as more particularly described in the Reseller Guide, and includes, for greater clarity, New Licensing Programmes.

Reseller Program Benefits: means the benefits provided by AvaloniaUI to Reseller under the Reseller Program (based on its Membership Level), subject to Reseller fulfilling the Eligibility Criteria and complying with the terms and conditions of this Agreement and of the Reseller Program.

Software Products: means AvaloniaUI's commercial software products and services, including but not limited to Avalonia Accelerate and Avalonia XPF, as displayed and described on AvaloniaUI's website (https://avaloniaui.net).

Software Product Licence: means a licence, subscription or right granted to an End User by AvaloniaUI to install, access and/or use a Software Product in accordance with a EULA.

Term: has the meaning ascribed to it in Section 14.1.

Trademark Usage Guidelines: has the meaning ascribed to it in Section 8.2.

Updates: means any new version of the Software Products and any updates, upgrades, improvements, patches, revisions, supplements, modifications, enhancements, maintenance or fixes developed and incorporated into the Software Products by AvaloniaUI from time to time.

Works and Content: means collectively the Software Products, their Updates, the Documentation, all improvements thereto and all derivative works therefrom, and all configurations, features, functionalities, interfaces, content, graphics, button icons, logos, marks, scripts, artworks, pictures, computer codes, designs, applications, data, texts or files integrated into the Software Products, as well as any presentation, arrangement, coordination, enhancement and selection thereof within the Software Products.

2. General Conditions

2.1 Conditions for Appointment as Reseller

Reseller represents and warrants to AvaloniaUI that it meets and will continue to meet the Eligibility Criteria during its participation in the Reseller Program. Reseller acknowledges and agrees that the Reseller Program Benefits are made available to Reseller subject to Reseller continuously meeting and fulfilling the Eligibility Criteria and in consideration of Reseller complying with the terms and conditions of this Agreement.

2.2 Removal from Reseller Program

In the event or at any time that (a) Reseller does not meet the Eligibility Criteria or fails to perform any other obligations set forth in this Agreement, or (b) AvaloniaUI reasonably determines that Reseller does not qualify for its then-current Membership Level under the Reseller Program or qualifies for a different Membership Level, AvaloniaUI shall be entitled, at its option, to (i) remove, suspend, withhold or refuse payment of any Reseller Program Benefit; (ii) change Reseller's Membership Level (if applicable) by written notification pursuant to Section 13 (Modifications by AvaloniaUI); or (iii) terminate this Agreement pursuant to Section 14.3 (Termination with Cause), without prejudice to all its other rights and remedies.

3. Licence to Reseller

3.1 Grant of Licence

Subject to the terms and conditions set forth herein, AvaloniaUI hereby grants Reseller, and Reseller hereby accepts, a non-exclusive, non-transferable and non-sublicensable licence to resell Software Product Licences to End Users under the Reseller Program. Reseller shall advise End Users to whom Reseller resells Software Product Licences that Reseller has a licence to supply and sell Software Product Licences and that the Software Products have not been sold.

3.2 Reserved Rights

AvaloniaUI reserves the right to: (a) sell Software Product Licences directly to End Users, via internet distribution or otherwise, and to generally disclose or publish on its website or other marketing documentation suggested prices for Software Product Licences; (b) licence other distributors and resellers to distribute and resell Software Product Licences; (c) communicate with End Users by any means, including to provide technical support or to renew Software Product Licences; and (d) enter into arrangements or agreements with third parties (including End Users and other resellers and distributors) in connection with the foregoing.

3.3 Changes to Software Products

AvaloniaUI reserves the right, in its sole discretion, to update, improve, replace, discontinue, modify or alter the Software Products or any feature thereof from time to time, or to remove any Software Product from the Reseller Program.

4. Reseller Program

4.1 Reserved Rights

AvaloniaUI reserves the right at any time to (a) update, revise or modify the Reseller Program, the Reseller Guide and the Reseller Program Benefits, or (b) withdraw or cancel the Reseller Program or any Reseller Program Benefits, by giving written notice to Reseller.

4.2 New Licensing Programmes

From time to time, AvaloniaUI may make Software Products available to Reseller under new or modified licensing programmes, arrangements or schemes (together, the "New Licensing Programmes"), in respect of which additional or different terms and conditions may apply ("New Licensing Programme Terms"). AvaloniaUI will notify Reseller of the New Licensing Programmes and the New Licensing Programme Terms, which terms are hereby incorporated into this Agreement by reference. Reseller's placement of orders with AvaloniaUI under New Licensing Programmes shall be deemed Reseller's unequivocal acceptance of the New Licensing Programme Terms. Reseller acknowledges and accepts that, save as expressly modified by the New Licensing Programme Terms, the terms and conditions of this Agreement shall continue to apply to Reseller's resale of Software Product Licences under the New Licensing Programmes. AvaloniaUI, in its sole discretion, may also require Reseller to acknowledge in writing Reseller's acceptance of the New Licensing Programme Terms.

5. Licence Restrictions

Reseller's appointment under this Agreement is subject to the following restrictions.

5.1 General Restrictions

Reseller: (i) may only acquire and resell Software Product Licences under the Reseller Program, and shall not acquire Software Product Licences directly or indirectly from anyone other than AvaloniaUI; (ii) shall not supply Software Product Licences to other AvaloniaUI resellers or to any unauthorised End Users (as indicated in this Agreement or in writing by AvaloniaUI), and it is the responsibility of Reseller to verify the status of any particular End User or reseller wishing to purchase Software Product Licences; (iii) shall not resell Software Product Licences by rental, lease or other sharing schemes; and (iv) shall ensure that the Software Products are not used or intended to be used for any purposes prohibited by applicable export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

5.2 Application of EULA

Reseller acknowledges and accepts that each Software Product is to be licensed to End Users in accordance with the terms and conditions of the EULA applicable to such Software Product, to the exclusion of any other terms. The terms of the EULA are not negotiable and shall not be amended, modified or supplemented by Reseller for any End User. Reseller is responsible for ensuring that each End User enters into the EULA in a manner that is legally binding upon the End User. This may require Reseller to (a) notify each End User that Software Products are subject to the applicable EULA and that by placing an order with Reseller the End User agrees to the terms of the EULA, (b) include either a copy of or a link to the EULA in each quotation and order form issued to the End User, and/or (c) obtain from each End User written confirmation of acceptance of the EULA. Reseller must provide evidence of such acceptance by the End User to AvaloniaUI upon request.

5.3 No Alteration

Reseller shall not alter or remove any of AvaloniaUI's trademarks, copyright notices or other designations that appear or may appear in or on the Software Products and related Documentation.

5.4 Restrictions on Decompiling

Reseller agrees that it will not reverse engineer, disassemble, compile or decompile the object code of the Software Products, or otherwise attempt to derive, reconstruct or discover the source code of the Software Products or any underlying algorithms, file formats, programming or interfaces of the Software Products, by any means whatsoever.

5.5 Unauthorised Uses

Reseller may not use a Software Product Licence for its own internal business use except pursuant to a separate EULA for such purpose, and shall not use the Software Products for the purpose of developing commercially competitive products or services.

5.6 No Assignment

Reseller hereby agrees that it will not, directly or indirectly, assign or subcontract its rights or obligations hereunder, or authorise or grant to any third party the right to resell, distribute or licence the Software Products without the prior written consent of an authorised representative of AvaloniaUI.

6. Quotations and Orders

6.1 Quotation Requests

Reseller shall send quotation requests to AvaloniaUI's sales team at [email protected] or through AvaloniaUI's Reseller Portal. All quotation requests must include information regarding the applicable Software Products, the number and type of Software Product Licences, the End User for whom the quotation is requested (name and contact information), and any other information that AvaloniaUI may request to issue the quotation. All quotations are denominated in Euros (EUR) unless otherwise agreed in writing. AvaloniaUI will use commercially reasonable efforts to respond to Reseller's quotation requests within a reasonable time but will not be liable to Reseller or any third party for any delay or failure to issue a quotation within a specific time.

6.2 Reseller Orders

Before placing any purchase order with AvaloniaUI for a Software Product Licence, Reseller shall ensure that it has received a corresponding purchase order from the End User. The type and number of Software Product Licences indicated on the purchase order issued by Reseller cannot exceed or differ from the type and number of Software Product Licences ordered by the End User. Reseller shall maintain records of all orders made under the Reseller Program and shall provide upon request by AvaloniaUI any documentary proof confirming that Reseller has complied with this Section 6.2.

6.3 Invoicing and Payment

Upon receipt of a valid purchase order, AvaloniaUI will issue the related invoice to Reseller with Reseller's applicable discount based on its Membership Level, plus applicable taxes. Reseller is responsible for providing AvaloniaUI with complete and accurate billing and contact information and for notifying AvaloniaUI of any changes. If Reseller fails to pay the invoice within the applicable payment period, AvaloniaUI shall be entitled to disable or terminate the related Software Product Licences without any liability to Reseller. Software Product Licences ordered by Reseller may not be returned, refunded or credited; provided, however, that nothing contained in this Agreement shall prejudice any right of an End User to terminate a Software Product Licence under its EULA.

6.4 End User Pricing and Payment; Refunds

Reseller may independently set its own pricing to each End User. Reseller bears all risk of non-payment by End Users, and is solely responsible for all of its costs and expenses. Reseller may not terminate an order or receive any refunds due to non-payment by an End User. If AvaloniaUI provides any refund to an End User, AvaloniaUI, at its option, will refund the applicable amounts either directly to the End User or to Reseller for distribution to the End User. Reseller agrees to cooperate with AvaloniaUI in connection with any such refund.

6.5 Delivery and Transmission of Licence Keys

AvaloniaUI will deliver to Reseller the applicable licence keys or other information necessary for End Users to use or access the applicable Software Products. Reseller shall, in turn, deliver them directly to the End User specified in the Reseller order. Reseller must either delete all licence keys promptly thereafter or maintain them in confidence.

7. Reseller's Obligations

7.1 Notification of Infringement

Reseller shall immediately inform AvaloniaUI if it becomes aware of any facts indicating that any person or entity is or may be infringing any Intellectual Property rights of AvaloniaUI and/or its licensors, dealing in illegal copies of Software Products, or engaging in unauthorised distribution of any Software Product Licences.

7.2 Records and Inspections

During the Term and for at least two (2) years after the expiry or termination of this Agreement: (a) Reseller agrees to maintain a complete, clear and accurate record of all matters pertaining to the resale of Software Product Licences and its participation in the Reseller Program, including but not limited to records pertaining to Reseller's obligations under Section 6 (Quotations and Orders) and Section 7 (Reseller's Obligations); and (b) Reseller shall permit an independent third party who is nominated by AvaloniaUI (and bound by reasonable confidentiality undertakings) to audit and inspect its books, records and all other relevant information and documents (wherever located) pertaining only to Reseller's resale of Software Product Licences and participation in the Reseller Program, to ensure compliance by Reseller with the obligations contained in this Agreement. Any such inspection and audit shall be conducted during regular business hours upon fourteen (14) days' prior written notice to Reseller, and in such a manner as not to interfere with the normal business activities of Reseller. AvaloniaUI shall bear the expense of such audit, unless Reseller is found to be non-compliant with this Agreement, in which case the audit shall be at the expense of Reseller.

Reseller shall ensure that it has all necessary consents from End Users, including all necessary consents under applicable data protection, electronic communications and privacy laws, for AvaloniaUI to collect and process Personal Information provided by Reseller on behalf of End Users, including consents for the use of such data by AvaloniaUI for communications with End Users relating to Software Products, customer service and security matters.

7.4 Data Protection and Privacy

7.4.1 In collecting, processing and transferring End User data (including Personal Information), Reseller shall comply fully with any applicable privacy protection regulations, data protection regulations and other applicable laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR), and shall only do so, directly or indirectly, if required to perform its obligations under this Agreement.

7.4.2 Reseller acknowledges and agrees that, as between Reseller and AvaloniaUI, Personal Information collected by Reseller from End Users and transferred to AvaloniaUI shall be considered Confidential Information, and that AvaloniaUI and Reseller shall be considered as joint controllers of such Personal Information under applicable privacy laws and regulations.

7.4.3 Reseller shall develop, implement, maintain and monitor a comprehensive, written information security programme that contains administrative, technical and physical safeguards to protect against anticipated threats or hazards to the security, confidentiality or integrity of Confidential Information, including the unauthorised or accidental acquisition, destruction, loss, alteration or use of, and the unauthorised access to, such Confidential Information ("Breach"). Reseller shall be responsible for any information security incident involving Confidential Information that is handled by, or on behalf of, Reseller. Reseller shall notify AvaloniaUI's designated privacy contact at [email protected] immediately (and in any event within forty-eight (48) hours) whenever Reseller reasonably believes that there has been a Breach. After providing such notice, Reseller will investigate the Breach, take all necessary steps to eliminate or contain the exposures that led to such Breach, and, within seven (7) days of identifying the Breach, provide AvaloniaUI with a written report detailing mitigation steps taken by Reseller in response to the occurrence.

7.4.4 Reseller shall indemnify and hold AvaloniaUI harmless against any and all Losses (including legal fees on a solicitor-and-client basis) arising from, in connection with, or based on allegations of, any of the following: (i) any violation of the requirements of Section 7.4 (Data Protection and Privacy); (ii) any Breach; (iii) any negligence or wilful misconduct of Reseller or any third party to whom Reseller provides access to Confidential Information, with respect to security or confidentiality of such Confidential Information; (iv) remedial action taken by AvaloniaUI as the result of a Breach; and (v) any other costs incurred by AvaloniaUI with respect to AvaloniaUI's rights in Section 7.4 (Data Protection and Privacy). Reseller's obligation of indemnification shall survive the expiration or termination of this Agreement.

7.5 Representations and Warranties

Reseller warrants and represents to AvaloniaUI that: (i) it will comply with all laws that are related in any way to the performance of its obligations under this Agreement; (ii) it will not make any representations or warranties to End Users with respect to the Software Products which exceed the limited warranties made by AvaloniaUI in the EULA; (iii) all information which Reseller has provided to AvaloniaUI in connection with this Agreement or Reseller's application to the Reseller Program is true, correct, complete and accurate in every respect and is not misleading or deceptive (including by omission), and Reseller will update or correct (via email to AvaloniaUI at [email protected]), in a timely manner, any information that it previously submitted that it knows has changed or is no longer true, correct, complete and accurate; (iv) its activities, materials and websites associated with the Software Products will not incorporate Restricted Content, where "Restricted Content" means images or content that are in any way unlawful, offensive, profane, harmful, threatening, defamatory, libellous, slanderous, obscene, harassing or racially, ethically or otherwise objectionable, that facilitate illegal activity, promote or depict sexually explicit images, promote or depict violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, incorporate any materials that infringe or assist others to infringe on any Intellectual Property rights, or contain or promote politically sensitive or controversial issues; and (v) it will not represent that it is, or hold itself out as, authorised to act on behalf of AvaloniaUI.

7.6 Ethical Conduct and Compliance

Reseller shall conduct its business in a manner that does not adversely affect the reputation and goodwill of the Software Products and AvaloniaUI. Reseller warrants and represents, and will so certify if requested by AvaloniaUI, that neither Reseller nor any of its officers, directors, employees, agents or other representatives has provided or will provide, directly or indirectly through any third party, to any government official, employee of any government entity or instrumentality, or any candidate for political or public office, anything of value for the purpose of: (i) influencing any act or decision of such person in their official capacity; (ii) inducing such person to use their influence with such governmental agency or instrumentality to affect or influence any act or decision thereof; or (iii) securing any improper advantage. If Reseller breaches any of the covenants set forth in this Section 7.6: (i) at the election of AvaloniaUI, this Agreement shall become void; (ii) AvaloniaUI shall have a right of action against Reseller for the amount of any Reseller Program Benefits granted to Reseller arising from any transaction in violation of this Section 7.6; and (iii) all Reseller Program Benefits shall cease immediately.

7.7 Conflict of Interest

Reseller shall refrain from (i) making any direct or indirect payments or (ii) granting anything of value which is unlawful and/or outside the ordinary course of business and not in accordance with generally accepted international industry practices to an officer, director or member of staff of AvaloniaUI or anyone closely related to them.

7.8 Export Compliance

7.8.1 Reseller acknowledges that the Software Products may be subject to export laws and regulations of the European Union, the Republic of Estonia, and other applicable jurisdictions. Reseller agrees not to transfer, resell or divert any of the Software Products, or to provide services using the Software Products, directly or indirectly: (i) in violation of those export laws and regulations, including without limitation for any purposes related to nuclear, chemical, or biological weapons proliferation; and (ii) to those countries subject to applicable international sanctions or export restrictions.

7.8.2 Reseller represents that its export privileges have not been suspended, revoked or denied by any relevant governmental agency and that Reseller will not provide any of the Software Products to any entity prohibited from participating in export transactions by any applicable governmental authority.

7.8.3 Reseller acknowledges that AvaloniaUI may be prohibited from providing maintenance and support for Software Products if AvaloniaUI has knowledge that a violation of applicable export regulations has occurred. The parties agree to cooperate with each other with respect to any application for any required licences and approvals. Reseller acknowledges that it is Reseller's ultimate responsibility to comply with any and all export and import laws.

7.9 No Anti-Trust Arrangements

Reseller is not aware of and has not participated in (a) any business arrangements or deal allocation arrangements that could restrict free trading, competition and independent pricing of Software Products among AvaloniaUI's distributors and resellers, or (b) practices that restrict free trading or lead to the promotion of monopolistic or anti-competitive business practices to the detriment of AvaloniaUI's customers.

7.10 Fair Dealing; No False Representation

Reseller has not made and shall not make false representations to AvaloniaUI with respect to any transactions, including but not limited to the promotion or utilisation of false documentation such as invalid purchase orders, fake or forged contracts, forged letters of destruction and/or inaccurate reporting to facilitate any Reseller transactions.

7.11 Reporting of Violations

Should Reseller know of any acts or omissions (including by AvaloniaUI's employees or representatives) which violate any provisions of Sections 7.6 to 7.10 of this Agreement, or suspect any such violations, Reseller should contact AvaloniaUI at [email protected].

7.12 Indemnity by Reseller

Reseller indemnifies AvaloniaUI, its officers, employees and agents against any Losses (including legal costs on a solicitor and client basis) relating to or arising out of: (i) a breach by Reseller of this Agreement; (ii) any misrepresentations made by Reseller or Reseller's officers, employees, representatives or agents ("Reseller Personnel"); (iii) any claims, warranties and representations made by Reseller or Reseller Personnel which differ from the warranties provided by AvaloniaUI in the relevant EULA; (iv) any wrongful (including unlawful, fraudulent or negligent) acts or omissions made by Reseller or Reseller Personnel; (v) any breach of any law by Reseller (including without limitation privacy or data protection laws); and (vi) any claims asserted by any of Reseller's Personnel.

8. Marketing and Use of Trademarks

8.1 AvaloniaUI Trademark Licence and Use of AvaloniaUI Trademarks

AvaloniaUI grants to Reseller, and Reseller accepts, a non-exclusive, non-transferable, non-sublicensable, paid-up, revocable limited licence during the Term to use "Avalonia UI", "Avalonia Accelerate", "Avalonia XPF" and any other applicable Software Product trademarks (together, the "AvaloniaUI Trademarks"), solely for and in connection with its resale, marketing, advertising and promotion of the Software Products in accordance with the Reseller Program and the terms of this Agreement. AvaloniaUI reserves all rights not expressly granted herein.

8.2 Ownership of Intellectual Property Rights in the AvaloniaUI Trademarks

Reseller acknowledges that all Intellectual Property and other rights in the AvaloniaUI Trademarks belong to AvaloniaUI. Reseller's use of AvaloniaUI Trademarks shall be in accordance with applicable Intellectual Property laws and AvaloniaUI's policies regarding advertising and trademark usage as established from time to time and posted on AvaloniaUI's website ("Trademark Usage Guidelines"). Reseller agrees to promptly correct and remedy any deficiencies in its use of the AvaloniaUI Trademarks and conformance to the Trademark Usage Guidelines upon reasonable notice from AvaloniaUI.

8.3 Reseller's Acknowledgements

Reseller agrees: (i) that AvaloniaUI is the exclusive owner of the AvaloniaUI Trademarks and all associated goodwill, and retains all right, title and interest in the AvaloniaUI Trademarks; any unauthorised use of the AvaloniaUI Trademarks will be deemed an infringement of the Intellectual Property rights of AvaloniaUI; (ii) that Reseller acquires no right, title or interest in the AvaloniaUI Trademarks, and any and all goodwill associated with the AvaloniaUI Trademarks inures exclusively to the benefit of AvaloniaUI; (iii) to comply with the AvaloniaUI Trademark Usage Guidelines; (iv) not to use the AvaloniaUI Trademarks in any manner or take any action that will adversely affect the ownership or validity of the AvaloniaUI Trademarks, or that will diminish, damage or otherwise adversely affect the value of the goodwill attached to the AvaloniaUI Trademarks or AvaloniaUI; (v) not to attach any additional trademarks, logos or trade designations to the Software Products or to use any additional trademarks, logos or trade designations to promote and/or distribute the Software Products without AvaloniaUI's prior written consent; (vi) not to adopt, use or apply to register any corporate name, trade name, trademark, domain name, service mark or certification mark, or other designation similar to or containing, in whole or in part, the AvaloniaUI Trademarks or any other trademark of AvaloniaUI; and (vii) to notify AvaloniaUI of any suspected violation of, or challenge to, AvaloniaUI's rights in the AvaloniaUI Trademarks of which Reseller becomes aware, and acknowledges that AvaloniaUI shall have the sole right to, and in its sole discretion may, control any action concerning the AvaloniaUI Trademarks.

8.4 Termination of Trademark Licence

AvaloniaUI may at any time terminate the licence granted in Section 8.1 or withdraw any approval given thereunder by giving written notice to Reseller. Upon termination or expiry of this Agreement, or upon termination or withdrawal of the licence in Section 8.1, Reseller must immediately cease using the AvaloniaUI Trademarks and destroy all materials in its possession or control which contain the AvaloniaUI Trademarks.

8.5 Reseller Trademark Licence

Subject to the terms of this Agreement, and only during the Term, Reseller grants AvaloniaUI a non-exclusive, non-transferable, non-sublicensable, paid-up, revocable limited licence to use Reseller's trademarks, artwork, logos and other identifying elements ("Reseller Trademarks"), solely to exercise AvaloniaUI's rights and fulfil its obligations under this Agreement. Reseller may revoke AvaloniaUI's licence to Reseller Trademarks at any time in its sole discretion. Upon such notice, AvaloniaUI will use commercially reasonable efforts to remove Reseller Trademarks from AvaloniaUI's properties.

8.6 No Endorsement of Reseller Products

AvaloniaUI does not, and will not, endorse, warrant or guarantee the performance of any Reseller product. Reseller shall not represent to any third party that AvaloniaUI has endorsed, warranted or guaranteed the performance of any Reseller product, or implied the merchantability or fitness for a particular purpose of any Reseller product.

Except as expressly set forth in this Agreement or the Reseller Guide, neither party may issue any press releases, publicity, marketing or sales materials, or other materials developed by or on behalf of either party that refer to this Agreement or the relationship between the parties, or otherwise use the name or trademark of the other party without prior review and written approval by the other party. Notwithstanding the foregoing, Reseller agrees that the fact that it has entered into this Agreement and is licenced to distribute Software Product Licences is not Confidential Information, and AvaloniaUI shall be entitled to (a) include Reseller's details on any website that AvaloniaUI maintains in connection with the Software Products; and (b) supply details of Reseller's name, address, telephone and email address to parties seeking information concerning AvaloniaUI's resellers.

9. Ownership of Intellectual Property Rights

Reseller acknowledges that the Works and Content are proprietary to, and are the Intellectual Property and Confidential Information of, AvaloniaUI and its licensors. AvaloniaUI and its licensors retain exclusive ownership of the Intellectual Property rights vested in the Works and Content. Reseller shall take all reasonable measures to protect the Intellectual Property rights of AvaloniaUI and its licensors in the Works and Content, including providing such assistance and taking such measures as are reasonably requested by AvaloniaUI from time to time. Except as expressly provided in this Agreement, Reseller is not granted any rights to any Intellectual Property or any other rights, franchises or licences with respect to the Software Products. Reseller shall not at any time have title to the physical property or the Intellectual Property in the Software Products.

10. Confidentiality Obligations

10.1 Definition of Confidential Information

"Confidential Information" means any of the following, whether disclosed in oral, graphic, written, electronic, or machine-readable form, before or after the Effective Date of this Agreement: (i) all information of a party (the "Discloser") that is directly or indirectly disclosed to the other party (the "Recipient"), or that the Recipient otherwise becomes aware of under this Agreement, which is declared or marked as being confidential at the moment of disclosure, or that can reasonably be inferred to be confidential from the circumstances in which it is disclosed, or that is expressly identified as being confidential in this Agreement; (ii) without restricting the foregoing, any Personal Information, Intellectual Property, information concerning any research, experimental work or other development undertaken by the Discloser, and any design details and specifications, engineering, financial information, pricing, customer lists, business forecasts, sales and marketing plans and information belonging to the Discloser; (iii) the terms of this Agreement; or (iv) any notes and other records prepared by the Recipient that are based on or incorporating any of the information referred to above.

Confidential Information shall not include information which: (i) was rightfully in the possession of the Recipient from a source other than the Discloser prior to the time of disclosure ("Time of Receipt"); (ii) was in the public domain prior to the Time of Receipt; (iii) became part of the public domain after the Time of Receipt by a publication or by any other means except an unauthorised act or omission or breach of this Agreement by the Recipient or its representatives; (iv) was supplied to the Recipient after the Time of Receipt without restriction by a third party who is under no obligation to the Discloser to maintain such information in confidence; or (v) was independently developed by the Recipient.

10.2 Obligation to Keep Information Confidential

Where the Discloser discloses Confidential Information to the Recipient, the Recipient must: (i) use the Confidential Information solely for the purposes of performing its obligations under this Agreement; and (ii) keep all Confidential Information confidential and not disclose, circulate or disseminate it in any way except as expressly permitted under this Agreement or to the extent necessary to fulfil its obligations under this Agreement, or as otherwise expressly agreed to in writing by the Discloser. Without limiting the foregoing, the Recipient may disclose Confidential Information only to those of its officers, directors, employees, consultants or agents who have a need to know such Confidential Information for the purposes provided above, and provided that the Recipient ensures that any party receiving such disclosure is under an obligation to keep the Confidential Information confidential under terms at least as restrictive as those in this Section 10.2.

10.3 Requirement to Disclose

Where the Recipient is required to disclose Confidential Information to comply with applicable laws or regulations, or following an order of a court, tribunal, or regulatory authority of competent jurisdiction, the Recipient must (a) give the Discloser prior notice of such compelled disclosure in order to afford the Discloser an opportunity to seek a protective order or such other limitations as it may be lawfully entitled to receive, (b) thereafter cooperate in good faith with the Discloser's efforts to obtain such protection, and (c) not disclose any more Confidential Information than is expressly required to be disclosed pursuant to the applicable law, regulation, or order.

10.4 Degree of Care and Security Measures

The Recipient shall use the same degree of care to keep confidential all of the Discloser's Confidential Information as it uses to protect its own confidential information of the same or similar nature (but in any event no less than a reasonable degree of care) and shall establish and maintain appropriate security measures to safeguard the Discloser's Confidential Information from unauthorised access or use.

10.5 Remedies

The Recipient acknowledges and agrees that the threatened or actual unauthorised disclosure of Confidential Information hereunder will cause the Discloser irreparable harm and, accordingly, the Discloser shall be entitled to injunctive relief or such other equitable remedy as a court of competent jurisdiction may impose in order to prevent or cure such unauthorised disclosure, together with legal costs and expenses relating to the application for, and enforcement of, such equitable relief.

10.6 Assistance

Each party shall use reasonable efforts to assist the other party in identifying and preventing any unauthorised use or disclosure of any Confidential Information. Without limiting the foregoing, the Recipient shall immediately advise the Discloser in the event that it learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement.

10.7 Survival

The confidentiality obligations of the parties set forth in this Section 10 shall survive the termination of this Agreement. Unless expressly provided otherwise herein, upon termination of this Agreement for any reason, the parties shall each immediately cease to use the other party's Confidential Information and shall return or destroy all copies of Confidential Information in their possession and control and, in either case, shall provide to the other party a certificate, signed by an authorised officer of the receiving party, confirming that it has satisfied its obligations to destroy or return all such Confidential Information. Notwithstanding the foregoing, the Recipient may keep a copy of the Confidential Information for archival purposes or to comply with its legal obligations under applicable laws.

11. No Warranty

AvaloniaUI warrants the Software Products to End Users only pursuant to the terms and conditions of the EULA, and no express or implied warranty or guarantee in relation to the Software Products or any other matter is extended in any way to Reseller under this Agreement. Without limiting the foregoing, all express or implied guarantees, warranties, representations, or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement, are excluded to the maximum extent permitted by applicable law.

12. Limitation of Liability

12.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SUBSECTION 12.2 BELOW, THE MAXIMUM AGGREGATE LIABILITY OF AVALONIAUI UNDER OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER ARISING OUT OF ANY BREACH OF CONTRACT, ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION OR STRICT LIABILITY), ANY BREACH OF STATUTORY DUTY, EQUITY OR ANY OTHER BASIS, SHALL NOT EXCEED (I) THE AMOUNT ACTUALLY PAID BY RESELLER TO AVALONIAUI IN RESPECT OF THE RESELLER ORDER BEING THE OBJECT OF THE CLAIM, OR (II) IF THE CLAIM IS NOT RELATED TO A SPECIFIC RESELLER ORDER, THE AMOUNT OF FIVE THOUSAND EUROS (€5,000).

12.2 Exclusion of Indirect and Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVALONIAUI BE LIABLE TO RESELLER FOR (I) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, (II) DAMAGES FOR OR RELATED TO BUSINESS INTERRUPTION OR LOSS OF INCOME, GOODWILL OR PROFITS, OR (III) DAMAGES RELATED TO PRIVACY OR SECURITY BREACHES OR LOSS OR CORRUPTION OF DATA, FILES OR COMPUTER PROGRAMMES, WHETHER ARISING OUT OF ANY BREACH OF CONTRACT, ANY TORT (INCLUDING NEGLIGENCE, MISREPRESENTATION OR STRICT LIABILITY), ANY BREACH OF STATUTORY DUTY, EQUITY OR ANY OTHER BASIS, AND WHETHER OR NOT SUCH LOSS OR DAMAGE WAS FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE.

12.3 Shared Liability

The liability of a party for any Loss suffered or incurred by the other party under this Agreement (including under any indemnity) will be reduced proportionately to the extent that any wrongful (including negligent) act or omission of the other party or its representatives directly caused or contributed to the Loss.

12.4 Obligation to Mitigate

A party that has suffered or is likely to suffer Losses as a result of any event giving rise to liability of the other party under this Agreement (including under any indemnity) must take all reasonable steps to mitigate the Losses. If the party suffering or likely to suffer Losses does not do so, the other party's liability will be reduced accordingly.

13. Modifications by AvaloniaUI

Upon fourteen (14) days' notice to Reseller, AvaloniaUI, in its sole discretion, reserves the right at any time to modify the terms of this Agreement, including but not limited to: (i) updating, revising or modifying all or parts of the Reseller Guide or the Reseller Program; (ii) withdrawing or cancelling the Reseller Program; (iii) changing any of the Eligibility Criteria required of Reseller; (iv) changing or terminating any of the Reseller Program Benefits made available to Reseller or attributed to a specific Membership Level, or adding additional terms, restrictions, and conditions applicable to Reseller Program Benefits or Membership Levels; and (v) changing Reseller's Membership Level as described in Section 2.2 (Removal from Reseller Program).

These modifications will become effective immediately at the end of the notice period specified above and will be deemed to modify and supplement the terms of this Agreement. Reseller's continued participation in the Reseller Program or resale of Software Product Licences following such notice will constitute Reseller's binding acceptance of the modifications. If any modification is unacceptable to Reseller, Reseller's only recourse is to terminate this Agreement within ten (10) days of such notice, without any recourse for damages or compensation of any form from AvaloniaUI.

14. Term and Termination

14.1 Term of the Agreement

The term of this Agreement shall commence on the Effective Date and expire upon the termination of the Agreement made in accordance with the terms of Sections 14.2 or 14.3 ("Term").

14.2 Termination Without Cause

Without prejudice to Section 13 (Modifications by AvaloniaUI), either party may terminate this Agreement for convenience at any time, upon thirty (30) days' prior written notice to the other party.

14.3 Termination With Cause

14.3.1 Either party may terminate this Agreement upon ten (10) days' written notice to the other party if the other party is in material breach of this Agreement and such material breach is not remedied within such ten (10)-day period.

14.3.2 Notwithstanding Section 14.3.1 above, either party may terminate this Agreement immediately upon written notice to the other party if: (i) the other party ceases to carry on its business; (ii) there is a Change in Control of the other party; or (iii) the other party is or becomes subject to insolvency (including bankruptcy, filing for moratorium on payments of its debts or seeking any other like relief), any other proceeding or form of voluntary or involuntary insolvency administration or liquidation, including where it has an administrator, receiver, liquidator or examiner appointed to it, its property and assets or its affairs, or any assignment for the benefit of its creditors.

14.3.3 Notwithstanding Section 14.3.1 above, AvaloniaUI may terminate this Agreement immediately upon written notice to Reseller: (i) for Reseller's breach of Section 5 (Licence Restrictions), Section 7.5 (Representations and Warranties), Section 7.6 (Ethical Conduct and Compliance), Section 7.7 (Conflict of Interest), Section 7.8 (Export Compliance), Section 7.9 (No Anti-Trust Arrangements), Section 7.10 (Fair Dealing; No False Representation), Section 9 (Ownership of Intellectual Property Rights), Section 10 (Confidentiality Obligations), or Section 15.2 (Assignment); (ii) upon being advised by Reseller that Reseller has become aware of information that would alter any warranty or representation made by Reseller pursuant to Section 7.5 (Representations and Warranties); or (iii) upon occurrence of a Breach under Section 7.4 (Data Protection and Privacy).

14.4 Rights Upon Termination or Expiration

The termination or expiration of this Agreement shall be without prejudice to the rights and obligations of the parties that have accrued as of the date of termination or expiration. Upon termination or expiration of this Agreement: (i) all licences granted to Reseller hereunder shall cease; (ii) Reseller shall discontinue all representations that it is a reseller under the Reseller Program, immediately cease using the AvaloniaUI Trademarks, and, as directed by AvaloniaUI, return, destroy or delete all copies of Confidential Information or other AvaloniaUI materials in Reseller's possession or under its control in accordance with Section 10.7 (Survival); and (iii) provide to AvaloniaUI written confirmation that Section 14.4(ii) above has been complied with.

14.5 Survival

The termination or expiration of this Agreement does not extinguish or otherwise affect any provisions of this Agreement which by their nature survive termination or expiration. The following provisions shall survive the termination or expiration of this Agreement: Section 7.2 (Records and Inspections); Section 7.4 (Data Protection and Privacy); Section 7.5 (Representations and Warranties); Section 7.6 (Ethical Conduct and Compliance); Section 7.8 (Export Compliance); Section 7.12 (Indemnity by Reseller); Section 9 (Ownership of Intellectual Property Rights); Section 10 (Confidentiality Obligations); Section 12 (Limitation of Liability); Section 14 (Term and Termination); and relevant provisions of Section 15 (Miscellaneous).

15. Miscellaneous

15.1 Notices

All notices required to be given under this Agreement ("Notice") must be given in writing and delivered either by hand with receipt obtained, by certified mail, return receipt requested, postage pre-paid, or by any recognised delivery service, all delivery charges pre-paid, or by email (with confirmation of delivery):

If to AvaloniaUI: Valukoja tn 8/2, Lasnamäe linnaosa, Tallinn, Harju maakond, 11415, Estonia. Email: [email protected]. Attention: CEO.

If to Reseller: the address and email provided by Reseller in its reseller application.

A Notice is taken to have been received: (a) if delivered by hand or courier, at the time of delivery; (b) if posted within the same country, 3 days after the date of posting; (c) if posted to a different country, 10 days after the date of posting; and (d) if emailed, upon the earlier of (i) the sender receiving an automated message confirming delivery or (ii) 3 hours after the time sent, unless the sender receives an automated message that the email has not been delivered.

15.2 Assignment

Reseller may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of AvaloniaUI. AvaloniaUI may, at its sole discretion, assign this Agreement or its rights and obligations hereunder without the prior written consent of Reseller. AvaloniaUI shall be entitled to terminate this Agreement pursuant to Section 14.3 (Termination With Cause) without prejudice to all its other rights and remedies if Reseller breaches any of the provisions in this Section 15.2.

15.3 No Agency

Nothing in this Agreement is intended to constitute a fiduciary relationship or an agency, partnership or trust between the parties. No party has authority to bind any other party.

15.4 Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia, without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

15.5 Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall first be referred to good faith negotiations between the parties for a period of thirty (30) days from the date on which a party notifies the other of the dispute. If the dispute cannot be resolved through negotiation, it shall be finally resolved by arbitration under the rules of the Estonian Chamber of Commerce and Industry, to the exclusion of courts of law, with such arbitration to be held in Tallinn, Estonia, in the English language, before a sole arbitrator. The decision of the arbitrator shall be final, binding and non-appealable. Each party will share equally the costs of arbitration (other than the costs and fees of their respective attorneys). Notwithstanding the foregoing, nothing herein shall be deemed to prevent a party from seeking injunctive relief or provisional or ancillary remedies from the courts as necessary to protect any of its proprietary interests.

15.6 Severability

If any provision of this Agreement is declared unlawful, void or unenforceable by a court having competent jurisdiction, then that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties and the remainder of this Agreement shall continue to be in full force and effect.

15.7 Force Majeure

Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any event of force majeure or any other unforeseeable cause which is beyond the reasonable control of such party.

15.8 Failure to Exercise Rights

The failure of either party to exercise any of its rights under this Agreement shall not be deemed to be a waiver of such rights. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. In order to be valid, a waiver must be given explicitly in writing by an authorised representative of the party accepting to waive its right.

15.9 Election of Remedies

All rights and remedies, whether evidenced hereby or by law, shall be cumulative and may be exercised singularly or concurrently unless otherwise stated herein. Failure of either party to enforce any provision hereof shall not prevent enforcement on any other occasion.

15.10 Successors and Assigns

This Agreement will enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.

15.11 Entire Agreement

Each party agrees that this Agreement constitutes the entire agreement between the parties with respect to the subject matters covered herein, superseding all prior proposals, negotiations, and communications, oral or written, between the parties about such subject matters, unless otherwise expressly agreed in writing.

15.12 Language

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.

Reseller Agreement