SOFTWARE LICENSE AGREEMENT
for
yFiles for Avalonia
Dated July 17th, 2026.
This software license agreement is a legal agreement ("Agreement") between you or the entity you represent (referred to as "you" or "Licensee") and yWorks GmbH ("Licensor" or "yWorks").
By downloading, installing, or using the yFiles for Avalonia software (together with its accompanying documentation and support material, collectively "Software"), you indicate that you read and accept the provisions of this Agreement and that you agree to be bound by all terms and conditions set forth herein. yWorks is only willing to enter with you in this Agreement and grant you a Software license ("License") if you obtained the Software from yWorks or a yWorks' authorized reseller. If you obtained the Software from any other source, you may not install or use the Software.
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. YWORKS LICENSES THE SOFTWARE ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY OF THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, DO NOT INSTALL OR USE THIS SOFTWARE AND DESTROY THE SOFTWARE AND ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION.
The terms of this Agreement apply to the Software provided with this Agreement, all updates or upgrades to the Software that may be provided later by yWorks as part of any maintenance, technical support, or other services program for the Software, unless such update or upgrade comes with separate Software license terms. Software does not include any certain third-party software that yWorks may provide to you but that may be subject to separate license terms either presented at the time of installation or otherwise provided with the Software.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms.
All modifications or extensions of this Agreement need to be in writing signed by both parties whereas the parties acknowledge and agree that such modifications and extensions may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, "electronic signature" shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature or digital signatures provided by DocuSign (or such other digital signature provider if mutually agreed upon).
In the event of conflict or inconsistency among incorporated terms and stipulations within the Agreement, the following order of precedence shall apply:
(1) Individual agreements, signed by both parties
(2) yWorks product-related specific software license terms
(3) yWorks Sales and Delivery Terms
(4) Other documents (e.g., service specifications, statements of work, exhibits, attachments)
1. Ownership
The Software is licensed to you, not sold, notwithstanding any reference herein to "sale" and "purchase". The Software and all copies thereof are proprietary to yWorks and title thereto remains in yWorks, at all times. You agree that the Software contains proprietary information, including trade secrets, know-how and confidential information (the "Confidential/Proprietary Information"). The Software is protected by international copyright laws, the copyright laws of Germany, and other intellectual property rights. All rights in and to the Software not expressly granted herein are reserved by yWorks. There are no implied licenses under this Agreement. Except as expressly allowed by this Agreement, Licensee shall not use or disclose any Software technology, idea, algorithm, or information except to the extent Licensee can document that it is generally available for use and disclosure by the public without any charge or license.
If the License for the Software is purchased by you with any intent to breach yWorks' intellectual property rights, especially with the intent to reverse engineer, decompile, unauthorized transfer proprietary information, to include any exposed methods or source code where provided, no licensed right of use shall exist, and any products created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of proprietary information or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal, and international law. Violators will be prosecuted to the maximum extent possible.
yWorks has full power and authority to grant Licensee the rights granted herein. yWorks warrants that the performance of the terms herein and of yWorks' duties to the Licensee hereunder will not breach any separate agreement or arrangement by which yWorks is bound. yWorks warrants that the Software delivered to the Licensee hereunder do not violate or infringe any patent, copyright, trade secret or other proprietary right of any third party, and that yWorks is not aware of any facts upon which such a claim for infringement could be based.
2. License Grant
2.1. Rights and Limitations
2.1.1 Licensed Target Platforms
For yFiles for Avalonia, the available deployment environments (each a “Target Platform” and collectively the “Target Platforms”) are:
a) Desktop (Windows, macOS, Linux);
b) Mobile (iOS, Android); and/or
c) WebAssembly (execution in a web browser using WebAssembly).
A Target Platform is the deployment environment on which an application incorporating the Redistributable(s) is intended to execute.
Each Target Platform licensed to the Licensee must be identified in the applicable license order. The rights granted under this Agreement to develop, test, and deploy yFiles for Avalonia-powered applications extend only to applications intended to execute on the licensed Target Platform(s). Unless otherwise expressly specified in the applicable license order, no rights are granted for any other Target Platform.
For clarity, an operating system or environment used solely to develop or build an application is not itself a Target Platform.
2.1.2 General Rights and Restrictions
The following rights and restrictions apply to all Licenses for the Software granted to you under this Agreement:
(a) You may not sell, rent, loan, or otherwise encumber or transfer the Software in whole or in part, to a third party, except as expressly granted below.
(b) The Software may include certain files intended for distribution by you to the users of the software applications that you create. These files are called "Redistributable(s)" and include library files. You may not distribute any files, except those that yWorks has expressly designated as Redistributable(s). The Developer Guide of Software (if any) or any other documents (such as API documentation) which are intended to teach you how to use the Software are not considered Redistributable(s).
(c) You are entitled to deliver Redistributable(s) as part of your own software applications.
(d) Your own software applications may not expose the functionality provided by the Software in a way that enables a third party to use these applications as a complete or partial replacement of the Software. This especially means that your applications may not expose an API to a third party that will allow them to access functionality provided by the Software. Redistributable(s) may only be distributed with and for the sole purpose of executing applications permitted under this Agreement and which you have created using the Software.
(e) You may not remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of yWorks or its suppliers on, in, or displayed by the Software.
(f) You may not reproduce or use the Software except as expressly authorized under this section 2.
2.2. Library License
The "Library License" for the Software grants you the right to use the API of the Software Redistributable(s) to develop software applications.
You are not allowed to reverse engineer, decompile, de-obfuscate or otherwise attempt to derive the source code of the Software, create derivative works, modify, translate, or disassemble the Software, unless and only to the extent that such activity is expressly permitted by applicable law or by this Agreement.
Each Library License is granted on a term basis unless the applicable license order expressly specifies that the Library License is granted on a perpetual basis.
Licenses granted on a term basis are governed by Section 2.5 (Term-Based License).
Licenses granted on a perpetual basis are governed by Section 2.6 (Perpetual License).
2.2.1. Evaluation License
If Licensee receives the Software on an evaluation basis ("Evaluation License"), the Software is licensed solely for Licensee’s internal evaluation purposes. The Evaluation License is a limited, non-exclusive, non-transferable, time-limited Library License. The evaluation period is up to sixty (60) days from the date of installation, or such shorter or longer period as set forth on the Software’s packaging, license certificate, or accompanying documentation.
Notwithstanding Section 2.1.1, an Evaluation License permits Licensee to evaluate the Software on all Target Platforms during the evaluation period.
Upon expiration of the evaluation period, Licensee must cease all use of the Software and delete all copies of the Software, including any source code made available for evaluation purposes, unless Licensee has first acquired a corresponding non-evaluation License.
Any continued use of any source code, results, Redistributable(s), software applications, modifications, derivative works, or other materials created with or derived from the Software during the evaluation period is permitted only if and to the extent covered by a corresponding non-evaluation License.
For the avoidance of doubt, such corresponding non-evaluation License must match all relevant license metrics and parameters of the actual evaluation use, including, as applicable, developer count, license type, authorized project, authorized site, source code rights, deployment scope, hosting scope, and distribution scope, except that Target Platforms used solely for evaluation need not be covered by the corresponding non-evaluation License.
After expiration of the evaluation period, however, continued use of the Software or of any source code, results, Redistributable(s), software applications, modifications, derivative works, or other materials created with or derived from the Software is permitted only in connection with applications intended to execute on the Target Platform(s) covered by the corresponding non-evaluation License.
If Licensee does not acquire such corresponding non-evaluation License, Licensee must cease all use of the Software and of any source code, results, Redistributable(s), software applications, modifications, derivative works, and other materials created with or derived from the Software, and must delete all such items.
2.2.2. Single Developer License
A "Single Developer License" is a non-exclusive, royalty free Library License for the Software. Unless the applicable license order expressly specifies that the Single Developer License is granted on a perpetual basis, it is granted on a term basis. The Single Developer License is valid for one (1) individual developer who has to be specified in the applicable license order or license grant. The Single Developer License grants the individual developer the right to install and use multiple copies of the Software. Every individual developer with access to the Software needs their own Single Developer License for the Software. The Single Developer License cannot be shared or used concurrently by more than one individual developer. The Single Developer License is NOT a 'floating' license, that is, you cannot temporarily transfer access rights to another user. You may not transfer the Single Developer License to another developer, except in the event that the named developer is leaving the company or the team that is using the Software. yWorks has to be notified in writing and provided with the name of the new-assigned individual developer.
2.2.3. Project License
A "Project License" is a non-exclusive, perpetual, royalty free Library License for the Software that is valid for one named application ("Authorized Application" or "Authorized Project"). Unless the applicable license order expressly specifies that the Project License is granted on a perpetual basis, it is granted on a term basis. The Authorized Application has to be specified in the applicable license order or license grant. The Project License covers new versions and different editions of the Authorized Application as long as they are in its evolutionary line.
The Project License grants you the right to use the Software concurrently by up to three (3) individual developers participating in the Authorized Project. For an additional License fee additional developer seats may be added to a Project License at any time. A Project License also allows you to use the Software as part of an automated build process for the Authorized Application.
In case the Authorized Project changes its name, yWorks has to be notified in writing if the Project License shall cover the new-named application. In such cases, yWorks reserves the right to ask for a technical description that allows yWorks to verify that the newly named Authorized Project is a continuation of the Authorized Project.
For a Project License granted on a term basis, any rights with respect to new versions or different editions of the Authorized Application cease upon expiration of the applicable License term.
2.2.4. Site License
A "Site License" is a non-exclusive, perpetual, royalty free Library License for the Software that is valid for one authorized site. Unless the applicable license order expressly specifies that the Site License is granted on a perpetual basis, it is granted on a term basis. The authorized site must be a specific place of business of Licensee that is defined by its mail address and has to be specified in the applicable license order or license grant. If projects that are hosted at different or multiple sites need to access the Software, each such site requires a separate License for the Software. A Site License grants you the right to share or use the Software concurrently by multiple individual developers at the authorized site. Furthermore, it can be used with multiple projects hosted at this site.
2.3. Source Code License
A "Source Code License" is available as a Site License or Project License with the additional right to use and modify the source code of the Software as specified in this section.
You may not distribute, disclose, or otherwise make available the Software source code, or any portion thereof, or any modified version or derivative work thereof to any person other than individual developers authorized to access the source code under the applicable Source Code License, without the express prior written consent of yWorks.
Under no circumstances may the source code be used in whole or in part as the basis for creating a product that provides the same, or substantially the same, functionality as the Software.
yWorks shall retain all right, title, and interest in and to all updates, modifications, enhancements, and derivative works, in whole or in part, of the Software source code that you create, in whole or in part, including all copyrights subsisting therein, to the extent such modifications, enhancements or derivative works contain copyrightable code or expression derived from the Software source code.
Source Code Licenses are not offered as a standard License type under this Agreement and may be granted only upon prior written approval by yWorks. Any such License may be subject to additional terms and conditions, taking into account, among other factors, the intended use, deployment context, and applicable legal or compliance considerations.
A Source Code License may also be granted on a perpetual basis. In such case, the provisions set out in Section 2.6 (Perpetual License) shall apply.
2.4. Academic License
If the Software is labeled or provided to you as "Academic License", the following restrictions to the license definitions 2.1-2.3 apply: An Academic License restricts the use of the Software to non-commercial purposes (research, teaching, university projects, courses, and application development). Any software application developed under an Academic License may not be licensed in whole or in part, to a third party being a commercial institution or a party that commercially uses the Software. Hereby, commercial institution is defined to be any company or organization with profit interest, commercial use is defined as any use within a commercial institution, any use with profit interest or any use within a cooperation of two or more parties with at least one party having a profit interest.
2.5. Term-Based License
The rights to install, use, execute, and otherwise benefit from the Software under a License granted on a term basis exist only for the duration of the applicable License term.
Unless otherwise specified in the applicable license order, each License granted on a term basis is provided for a period of twelve (12) months from the effective date set out in the applicable license order or invoice (the “Initial Term”). Licensee may renew the applicable term-based License for one or more additional terms ("Renewal Term"), subject to yWorks’ then-current renewal offering and payment of the applicable renewal fees.
Licensee acknowledges and agrees that a License granted on a term basis permits use of the Software, Redistributable(s), and any application, service, or other software created with the Software or that includes or makes use of the Redistributable(s) only during the applicable License term.
Licensee further acknowledges that the use or operability of the Software, Redistributable(s), and any such application, service, or other software may depend on a valid license key or comparable license-control mechanism. yWorks may make such use or operability dependent on a valid license key or comparable license-control mechanism for the applicable License term.
Licensee shall not, and shall not permit any third party to, circumvent, disable, manipulate, or remove, or attempt to circumvent, disable, manipulate, or remove, any such license key or license-control mechanism.
Licensee shall ensure that any such application, service, or other software is no longer functional or accessible upon expiration or termination of the applicable License, unless such License has been renewed or replaced by a new valid License.
Subject to this Agreement and payment of the applicable fees, yWorks offers term-based Licenses with or without Support.
(a) Term-based License without Support.
A Term-based License without Support includes the right to use the Software during the applicable License term and the right to use all updates and upgrades for the corresponding License that are released by yWorks during the Initial Term or any Renewal Term. This License does not include technical support services.
(b) Term-based License with Support.
A Term-based License with Support includes the right to use the Software during the applicable License term and the right to use all updates and upgrades for the corresponding License that are released by yWorks during the Initial Term or any Renewal Term. In addition, this License includes email-based technical support for the corresponding License and access to online support material during the Initial Term or any Renewal Term.
yWorks will only support the most current maintenance release of major versions of the Software. Six (6) months after the release of a new major version, yWorks may stop supporting an older major version of the Software.
Where the applicable License variant includes support, yWorks will provide reasonable email-based technical support for the corresponding License during the applicable License term. Licensee acknowledges that yWorks’ ability to provide support depends on Licensee’s timely and adequate cooperation and on the completeness and quality of the information provided by Licensee. Licensee shall provide such information and assistance as yWorks may reasonably require to analyze and address reported issues.
yWorks maintains qualified personnel to provide support under License variants that include support. Licensee agrees to maintain qualified personnel capable of using the Software.
When Licensee encounters a Software problem under a License variant that includes support, Licensee must report the problem to yWorks with a reasonably detailed description of the issue and a self-contained source code sample or other reproducible test case. yWorks will use commercially reasonable efforts to analyze reported reproducible errors in the Software and may, in its discretion, provide a workaround, correction, or fix in a subsequent release.
Support does not include implementation services, installation services, customization, consulting, training, support for third-party software, or support for modified versions of the Software unless otherwise expressly agreed in writing.
yWorks does not support third-party software. With respect to third-party software support, yWorks’ responsibility is restricted to passing through to Licensee any warranties extended by the third party.
yWorks has the right to give notice of non-renewal at the end of an Initial Term or Renewal Term for any reason, including but not limited to circumstances where the Software has become obsolete or has been modified.
2.6. Perpetual License
The rights to install, use, execute, and otherwise benefit from the Software under a Perpetual License continue indefinitely, subject to the terms and conditions of this Agreement.
A Perpetual License is granted upon payment of the applicable license fees and does not expire, unless terminated in accordance with this Agreement.
Subject to this Agreement and payment of the applicable fees, yWorks offers in connection with Perpetual Licenses Software maintenance and support services (“Maintenance and Support Plan”). yWorks is not obliged to provide maintenance and support services to you outside a current Maintenance and Support Plan.
A Perpetual Library License without a current Maintenance and Support Plan entitles Licensee to use the Software indefinitely in accordance with this Agreement. Licensee is eligible to receive cost-free upgrades where such upgrades belong to the same generation of the Software as licensed. The generation of the Software is determined by the leading two numbers of the version number (e.g., version 5.0.1 belongs to generation 5.0). Free trial licenses are not eligible for such upgrades. This License does not include technical support services.
(b) Perpetual License with Maintenance and Support Plan
You can enter into a Maintenance and Support Plan along with the purchase of the Software License ("Corresponding License"). The effective date of the Maintenance and Support Plan is the invoice date of the Corresponding License. The Maintenance and Support Plan is generally offered in one-year increments. It is rendered for an initial term of twelve (12) months from the effective date ("Initial Term").
You may purchase a renewal of your Maintenance and Support Plan for an additional term ("Renewal Term") at the end of the Initial Term and any anniversary thereof. If you do not purchase a renewal for your Maintenance and Support Plan prior to the end of its Initial or Renewal Term, your Maintenance and Support Plan and your entitlement to receive maintenance and support services will automatically expire.
yWorks has the right to give you notice of non-renewal at the end of the Initial Term or any Renewal Term of the Maintenance and Support Plan for any reason, including but not limited to circumstances where the Software has become obsolete or has been modified. Your Maintenance and Support Plan shall terminate immediately upon termination of your Corresponding License.
yWorks will only support the most current maintenance release of major versions of the Software. Six (6) months after the release of a new major version, yWorks may stop maintaining and supporting an older major version of the Software.
yWorks and you agree to cooperate in good faith to achieve satisfactory results during the Term of your Maintenance and Support Plan. You understand that the level of support that yWorks is able to provide is dependent upon your cooperation and the quantity and quality of information that you can provide. You agree to provide yWorks with such information as yWorks may reasonably require to fulfill its obligations under the Maintenance and Support Plan.
Your Maintenance and Support Plan includes (i) all versions and upgrades of the Corresponding License released during the Initial or Renewal Term, and (ii) email-based technical support for the Corresponding License and access to online support material during the Initial or Renewal Term.
yWorks maintains qualified personnel to provide timely and knowledgeable Maintenance and Support Plan services. You agree to maintain qualified personnel capable of using the Software.
When you encounter a Software problem, you need to report the problem to yWorks. In your problem or bug report, you must include a detailed description of the problem accompanied by a self-contained source code sample that allows yWorks to easily reproduce the problem. yWorks will address your problem and provide you with bug fixes or workarounds in case of Software bugs.
yWorks does not support third-party software. With respect to third-party software support, yWorks’ responsibility is restricted to passing through to you any warranties extended by the third party.
2.7. Deliverables
yWorks shall provide you with the electronic documentation and with the licensed Software (Internet delivery). The Software shall be deemed accepted after a period of fifteen (15) days following delivery of the Software.
2.8. Backups
You may make a reasonable number of backup copies of the Software during the term of this Agreement as long as you do not use such backup copies for any purpose other than to replace the original copy of the Software provided to you by yWorks if such copy is damaged or destroyed.
3. Services
Except as expressly provided under a License with Support (section 2.5) or a current Maintenance and Support Plan (section 2.6), no services are provided under this Agreement.
Licensee is responsible for installing the Software as permitted under this Agreement. Support, maintenance, and other services are only provided if separately purchased or expressly included in the applicable License.
4. Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" AND TO THE MAXIMUM EXTENT PERMITTED BY LAW WITHOUT WARRANTY OF ANY KIND. There is no warranty that the product will be error-free or will function without interruption.
yWorks warrants however, that the Licensed Software will be free from material errors and will operate substantially in accordance with the related documentation for a period of six months. Licensee's sole remedy and Licensor's sole and exclusive liability for the breach of this warranty shall be repair or replacement of the Licensed Software within thirty (30) days from being notified of such breach, or, if the Licensor deems such repair or replacement impossible within the foregoing thirty (30) days, refund fees previously paid to Licensor by Licensee for the previous six months period.
yWorks makes no other warranties, either express or implied, regarding the Software, including but not limited to its merchantability or its fitness for any particular purpose. Licensee takes note of the fact that the Software is neither developed nor intended for high-risk activities such as in the operation of nuclear facilities, aircraft navigation, traffic control, direct life support machines, or weapon systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage. Any liability therefore is excluded.
yWorks provides no warranty to third parties receiving your software applications, and you will remain solely responsible towards recipients of your software applications for support, service, upgrades, or technical or other assistance, and such recipients of your software applications are not entitled to such services or assistance through yWorks.
yWorks agrees to pass through any warranties extended for third-party software, if any, incorporated into the Software.
5. Intellectual Property Indemnification
yWorks will, at its expense, hold you harmless and defend any claim brought against you by a third party resulting from your use of the Software, subject to the Euro amount limitations of this section, to the extent that such claim alleges that the Software infringes any valid patent, copyright, or trademark of such third party protected by the laws of the European Union, the U.S.A., Canada, Japan, Australia, Switzerland, or Norway ("Covered Claim") and provided that such Covered Claim does not arise from (i) your use of the Software in combination with software or other materials not provided by yWorks; (ii) your use of the Software in a manner not in accordance with this Agreement or for a purpose not intended by yWorks; (iii) your failure to incorporate Software updates or upgrades provided by yWorks to you and that would have avoided the infringement; or (iv) any modifications of the Software not made by yWorks.
yWorks' obligations in this section are further contingent on you notifying yWorks in writing promptly upon obtaining notice of such impending Covered Claim. You are obliged to give Licensor a copy of each communication relating to the Covered Claim it receives from the claimant (except that, with respect to confidential communications, you and yWorks will mutually agree on an appropriate non-disclosure agreement and such disclosure is subject to the prior approval of the third party claimant) and you will give yWorks the authority, information and assistance necessary to defend or settle the Covered Claim at yWorks expense.
In no event will you have the right to enter into a settlement without yWorks' prior written consent, and yWorks will not be liable for a settlement made without its prior written consent. If the litigation involves other claims, then yWorks agrees to negotiate in good faith your matters relating to the direction of the defense and sharing the cost of defense; provided, however, that nothing in this paragraph shall limit yWorks' ability and authority to defend in its sole discretion any Covered Claim.
If the Software is held to be infringed of the rights stated above in this section and the use of the Software is enjoined, yWorks will, or if yWorks believes the Software might be held to infringe a third party's intellectual property rights yWorks may, at its option, (i) procure for you the right to use the Software; (ii) replace or modify the Software with other software that does not infringe; or (iii) receive your return of the infringing Software and refund to you the License fee payment made by you to yWorks for the Software.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YWORKS' LIABILITY AND THE LIABILITY OF ITS LICENSORS OR DISTRIBUTORS, AND THE LIABILITY OF ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, UNDER THIS SECTION AND REGARDLESS OF THE REASON FOR SUCH LIABILITY, WILL NOT EXCEED IN THE AGGREGATE EURO 27,500. THE FOREGOING STATES YOUR SOLE REMEDY FOR, AND YWORKS' ENTIRE LIABILITY AND RESPONSIBILITY FOR, INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHT RELATING TO THE SOFTWARE. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.
THE FOREGOING OBLIGATIONS WILL NOT APPLY TO ANY THIRD-PARTY SOFTWARE OR TO ANY THIRD-PARTY PRODUCTS INCORPORATED IN OR OTHERWISE PROVIDED WITH THE SOFTWARE, AND YOU AGREE TO LOOK TO THE APPLICABLE MANUFACTURER WITH RESPECT TO ANY CLAIMS FOR INFRINGEMENT INVOLVING THIRD-PARTY SOFTWARE OR THIRD-PARTY PRODUCTS.
6. Limitation of Liability
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YWORKS ACCEPTS NO FURTHER LIABILITY. In no event will yWorks or any of its licensors or distributors or any of its and their directors, officers, employees and agents be liable to any party for any indirect, incidental, consequential, exemplary, special or punitive damages, including any loss of profit, revenue, business opportunity or data, arising from or relating to this Agreement or the Software, whether in contract, in tort or otherwise, even if yWorks knew, should have known or has been advised of the possibility of such damages. yWorks will not support or have any liability to you for use of reformatted and recombined Redistributable(s). yWorks' total cumulative liability arising from or related to this Agreement or the Software will not exceed the total amount received by yWorks under this Agreement, and you acknowledge that the fees and prices reflect yWorks allocation of risk.
To the extent the foregoing limitation of liability is not capable of being excluded by applicable law, the sole liability of yWorks to you under or in connection with this Agreement shall be limited to the greater of Euro 27500 or the License fee paid to yWorks for the Software.
7. Third-Party Programs
To the extent the Software is bundled with third-party software programs, these third-party software programs are governed by their own license terms, which may include open source or free software licenses. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms of any such third-party software.
8. Overdue Payment
If Licensee is more than thirty (30) working days overdue with any due payment, yWorks shall be entitled, upon written notice, to suspend the affected License and require Licensee immediately to cease all use of the Software until all overdue amounts have been paid in full. yWorks shall not be obliged to declare termination of this Agreement prior to such suspension.
9. Privacy
You agree that - in conjunction with the business you have been doing with yWorks and in accordance with the law - your company and personal data will be saved and processed in the database of yWorks. We may use your email address or phone number to communicate with you, for example to provide your order status, to respond to queries, to notify you of a new release of the Software you purchased or to remind you of the expiry of a service agreement with us.
If not expressly disagreed by you in your License order, yWorks shall be entitled to reference you and/or the legal entity you represent as a user of the Software.
10. General
10.1. Applicable Law and Court of Jurisdiction
This Agreement is made and shall be construed in accordance with the laws of Germany. Court of jurisdiction is Tübingen, Germany.
yWorks also reserves the right to start legal action at the court of jurisdiction at your legal business domicile or place of residence. The parties agree that the United Nations Convention for the International Sale of Goods shall not apply in any way to this Agreement and the services contemplated herein.
10.2. Waiver
Waiver of any breach or failure to enforce any section of this Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur.
Failure of either party to insist on strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of such terms and conditions, or of any similar right or power hereunder at any subsequent time.
10.3. Assignments
You may not assign or transfer, by operation of law or otherwise, any of your rights under this Agreement (including your licenses with respect to the Software) to any third party without the prior written consent of yWorks, since the software also contains confidential information, and any attempted assignment without such written consent shall be null and void. yWorks' consent to an assignment shall not be unreasonably withheld. You expressly agree that yWorks may assign its rights to any third party any time. In case of an assignment, you are entitled to terminate this Agreement. In the event of any such termination, you will not be entitled to any refund of the fees paid by you hereunder. Irrespective of the aforesaid, yWorks may delegate its obligations under this Agreement without restrictions.
10.4. Term and Termination
(a) Term-based License: Unless the License you have purchased is expressly specified as "perpetual" in the applicable license order, it is granted on a term basis. The applicable License term is determined in accordance with Section 2.5. Unless renewed or replaced by a valid new License, the License will expire at the end of such term and the Licensee’s rights to install, execute, access, and otherwise use the Software and any Redistributables cease, including without limitation the right to use the Software, Redistributable(s), applications, services, or other software created with the Software or that include or make use of the Redistributable(s), and any entitlement to releases or support included in that License variant.
Upon expiration or termination of a term-based Source Code License, the Licensee shall cease all use of the source code of the Software, including any modified or derived versions, and shall delete or destroy all copies thereof.
Any Redistributables created from such source code remain subject to the same term limitation and may not be used, distributed, hosted, made available, or otherwise exploited after expiration or termination of the corresponding License.
(b) Perpetual License: If the License you have purchased is expressly specified as "perpetual" in the applicable license order, your License will be perpetual and, unless terminated pursuant to the provisions herein, you have the right to use the Software indefinitely.
(c) Termination for Cause. Either party has the right to terminate this Agreement with immediate effect, without prejudice to any available rights and remedies to which that party may have, by giving written notice of termination to the other party, if the other party breaches this Agreement and either the breach cannot be cured or, if the breach can be cured, but it is not cured within thirty (30) days after receipt of a written request to cure such breach.
(d) Immediate Termination for Material Breach. Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of yWorks and its suppliers, and that any actual or threatened material breach of this Agreement by Licensee will constitute immediate and irreparable harm for which monetary damages may be an inadequate remedy, and that injunctive relief may be necessary for such breach. Licensee’s rights under this Agreement will terminate immediately without notice from yWorks if Licensee materially breaches this Agreement.
(e) Insolvency. If Licensee ceases to conduct business in the normal course, becomes insolvent or bankrupt, or avails itself of or becomes subject to any proceedings pertaining to insolvency or protection of creditors, yWorks may terminate this Agreement by written notice to Licensee.
(f) Effect of Termination. Upon termination of this Agreement or the applicable License, Licensee shall cease all use of the Software and any source code made available under this Agreement, and shall destroy or delete all copies thereof.
Any further consequences resulting from the expiration of a term-based License are governed by Section 10.4(a).
Upon yWorks’ request, Licensee shall confirm in writing its compliance with the obligations arising upon expiration or termination of this Agreement or the applicable License, including the obligations set out in Section 10.4(a).
Termination is not an exclusive remedy, and all other remedies remain available whether or not this Agreement or the applicable License is terminated. Termination of this Agreement will not constitute a waiver of any fees, amounts, or charges due to either party.
(g) Survival. All sections of this Agreement which by their nature should survive expiration or termination shall survive, including, without limitation, payment obligations accrued prior to expiration or termination, confidentiality obligations, warranty disclaimers, limitations of liability, and all provisions relating to ownership and protection of yWorks’ intellectual property rights.
10.5. Cumulative Remedies
Except if otherwise provided herein, the parties' rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties.
10.6. Attorney's Fees
If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
10.7. Construction Clause
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
