LegalVersion 1.0

Software License Terms

Avant Technologies LLC · Version 1.0 · Last updated: 2026-09-29

1. Acceptance and Order Forms

1.1 Agreement. These Software License Terms (the “Terms”) govern the use of the Search software provided by Avant Technologies LLC (“Avant”, “we” or “us”). The Terms, together with each Order Form, form the agreement (the “Agreement”) between Avant and the entity identified as the customer on the Order Form or that obtains a License Key (“Customer” or “you”).

1.2 How you accept. You accept these Terms by signing or accepting an Order Form that references them, or by installing, activating or using the Software with a License Key. If you accept on behalf of an organization, you represent that you have authority to bind it. If you do not have that authority, or do not agree, do not install or use the Software.

1.3 Business use only. The Software is licensed only to businesses and other organizations, and to individuals acting in a trade, business or professional capacity. It is not offered to consumers.

1.4 Order Forms. An “Order Form” is an ordering document, quote, email confirmation or statement of license terms issued or accepted by Avant that identifies the Edition, number of Installations, Subscription Term, fees and any special terms. Prices are set out in the Order Form or, if none is stated, on Avant’s pricing page at the time of order. Terms in a Customer purchase order, vendor registration portal or similar document do not apply, even if Avant accepts or signs it, unless Avant expressly agrees in a signed writing that they amend this Agreement.

2. Definitions

• “Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of more than 50% of the voting interests.
• “Customer Data” means all data, documents, content, queries, indices, mappings, embeddings, credentials and other information that Customer or its Users store in, process with or submit to the Software, including everything in Customer’s object storage and AWS account.
• “Documentation” means Avant’s then-current user documentation for the Software, including the documentation pages published at search.avanttechnologiesllc.com and the documentation included with the Software.
• “Edition” means the edition of the Software licensed to Customer: Pilot, Team, Business, Enterprise, or another edition identified in an Order Form. Edition limits (for example, the maximum number of indices) are stated in the License Key and the Order Form.
• “Installation” means one deployment of the Software that uses one License Key: one AWS CloudFormation stack running one server, or an equivalent deployment described in the Documentation.
• “License Check” means the Software’s automated retrieval of the Revocation List, described in Section 8.3.
• “License Key” means the signed license string (beginning SL1. or a later format) that Avant issues for an Installation. A License Key states the Edition, validity period, grace periods, limits and any bucket binding.
• “Pilot” means a no-fee evaluation license, as described in Section 5.
• “Revocation List” means the signed list of revoked License Key identifiers that Avant publishes at the URL stated in the License Key.
• “Software” means the Search server software, console, templates (including the AWS CloudFormation template), scripts and tools that Avant makes available to Customer in object code or, where Avant provides it, source code form, together with Updates and Documentation. The Software excludes Third-Party Components to the extent they are licensed under their own terms (Section 12).
• “Subscription Term” means the period stated in the Order Form (or, for a Pilot, in the License Key) during which an Installation is licensed, including renewals.
• “Update” means a release, patch, fix or new version of the Software that Avant makes generally available to customers of Customer’s Edition.
• “Users” means Customer’s and its Affiliates’ employees and contractors whom Customer allows to use the Software on its behalf.

3. License Grant

3.1 Grant. Subject to this Agreement and payment of the applicable fees, Avant grants Customer a non-exclusive, non-transferable (except under Section 22.1), non-sublicensable, revocable (only as stated in Section 7) license during the Subscription Term to install and run the Software, up to the number of Installations and within the Edition limits in the Order Form and License Key, for Customer’s internal business purposes.

3.2 Customer’s own products. Internal business purposes include using the Software as the search back end of websites, applications and services that Customer offers to its own customers, provided those customers do not receive direct access to the Software’s APIs or console and cannot use the Software as a stand-alone search service.

3.3 Users, Affiliates and contractors. Customer may allow its Users and Affiliates to use the Software on Customer’s behalf under this Agreement. Customer is responsible for their compliance with it.

3.4 Source code. If Avant provides the Software in source code form, Customer may build and run it, and modify it for its own internal use, only within the scope of Section 3.1 or Section 5. Customer may not modify, remove or disable the license verification, License Check or edition-limit functions. Avant has no support or warranty obligation for modified Software.

3.5 Copies. Customer may make a reasonable number of copies of the Software for backup, disaster recovery, testing and archival purposes. Every copy is subject to this Agreement and must keep Avant’s proprietary notices.

3.6 Reservation of rights. The Software is licensed, not sold. Avant and its licensors reserve all rights not expressly granted in this Agreement. No implied licenses are granted.

4. Restrictions

4.1 Restrictions. Except as this Agreement expressly permits, Customer will not, and will not allow anyone else to:

• run more Installations than it has licensed, use one License Key for more than one Installation or organization, or exceed the Edition limits;
• share, publish, sell or transfer a License Key, or use a License Key issued to someone else;
• edit, forge or tamper with a License Key or the Revocation List; circumvent, disable or interfere with the license verification, License Check, grace-period, clock or edition-limit functions; or tamper with the license state the Software stores in Customer’s object storage;
• decompile, disassemble or reverse engineer the Software, except to the extent applicable law expressly permits it despite this restriction (for example, for interoperability), and then only after first asking Avant for the information needed;
• sell, resell, rent, lease, lend, distribute, sublicense or otherwise make the Software available to any third party, or use it to provide a hosted, managed, service-bureau or time-sharing service in which third parties access the Software’s APIs or console directly, unless Avant agrees in a signed writing;
• remove or alter any proprietary, license or attribution notice in the Software;
• use the Software in violation of applicable law, including laws on privacy, data protection, intellectual property and export control; or
• use the Software in any application in which its failure could reasonably be expected to cause death, personal injury or severe physical or environmental damage.

4.2 Benchmarks. Customer may run benchmarks and other tests of the Software and publish the results, provided the publication accurately describes the Software version and Edition tested, the hardware and AWS configuration, the dataset, the query mix and the methodology, in enough detail for a third party to reproduce the test. Avant may do the same for Customer’s products that are made publicly available, on the same conditions.

5. Pilot and Evaluation Licenses

5.1 Pilot licenses. Avant may issue a Pilot License Key free of charge for evaluating the Software. A Pilot covers one Installation for the term stated in the License Key, typically 30 to 60 days. Avant may extend or decline to extend a Pilot at its discretion.

5.2 Unlicensed development use. The Software can run without a License Key in the local and development configurations described in the Documentation (for example, on a loopback address with a local data directory or a local S3-compatible store). Customer may use the Software in those configurations for evaluation, development, testing and personal projects, not for production use, under the terms of this Section 5.

5.3 Pilot terms. Pilots and development use are provided “AS IS” and “AS AVAILABLE”, without warranty, indemnity, support commitment or service level of any kind, notwithstanding anything else in this Agreement. Avant may end a Pilot on 10 days’ written notice, or immediately if required by law. Section 7.5 (data after expiry or revocation) still applies. Avant’s total liability arising out of Pilots and development use is limited as stated in Section 17.3.

5.4 Converting to paid. To continue past a Pilot, Customer must purchase a paid Edition under an Order Form. Customer Data created during a Pilot stays in Customer’s storage and can be used with the paid Installation.

6. Fees, Payment, Taxes and Renewal

6.1 Fees. Customer will pay the fees stated in the Order Form. Unless the Order Form states otherwise, fees are invoiced in advance for each monthly or annual billing period, are due within 30 days of the invoice date, and are payable in U.S. dollars.

6.2 Non-refundable. Fees are non-cancellable and non-refundable except as expressly stated in Sections 7.3, 15.2, 16.1 and 18.3.

6.3 Late payment. Overdue undisputed amounts may bear interest at the lesser of 1% per month or the highest rate permitted by law, from the due date until paid. If Customer disputes an invoice in good faith, it must notify Avant in writing before the due date, describe the dispute, and pay the undisputed portion. The parties will work in good faith to resolve the dispute, and Avant will not revoke a License Key for an amount under good-faith dispute.

6.4 Taxes. Fees exclude all sales, use, value-added, goods and services, withholding and similar taxes and duties (“Taxes”). Customer is responsible for all Taxes on its purchases, other than taxes on Avant’s net income, property or employees. If Avant must collect Taxes, it will invoice them unless Customer provides a valid exemption certificate. If Customer must withhold Taxes by law, it will gross up its payment so that Avant receives the full invoiced amount, unless the Order Form states otherwise.

6.5 Renewal. A Subscription Term renews only as stated in the Order Form. If the Order Form provides for automatic renewal, the Subscription Term renews for a period equal to the expiring term unless either party gives written notice of non-renewal at least 30 days before the end of the current term. If the Order Form does not provide for automatic renewal, the Subscription Term ends at its stated end date unless the parties agree on a renewal. Avant issues a new License Key for each renewal.

6.6 Price changes. Avant may change its fees for a renewal term by giving Customer written notice at least 45 days before the end of the current term. Fees do not change during a Subscription Term unless Customer adds Installations, changes Edition or the Order Form says otherwise.

6.7 AWS charges are separate. Fees paid to Avant do not include any AWS charges. See Section 9.

7. License Keys, Enforcement and Revocation

7.1 How enforcement works. Each Installation requires a valid License Key when it runs against real AWS S3 or on a non-loopback address. The Software verifies the License Key’s signature when it starts and performs the License Check periodically (every 6 hours by default). Customer agrees that the Software may perform these checks and may restrict its own operation as described in this Section. The states and their effects are also described in the Licensing and revocation documentation.

7.2 Expiry and offline operation. Unless the License Key states other periods:

• Expiry. When the Subscription Term ends, the Software enters a read-only state for a 7-day grace period, in which search and other read operations continue and writes are refused. After the grace period, the Software refuses search and write requests.
• Offline grace. If the Software cannot complete the License Check, it continues to operate fully for 14 days from the last successful check, and then enters the read-only state until a check succeeds. Expiry still applies while offline.
• Clock changes. If the system clock is moved back by more than 24 hours relative to the last successful verification, the Software enters the read-only state until the clock is corrected.
• Invalid keys. The Software will not start with a License Key that is altered, invalid, not yet valid or bound to a different S3 bucket.

Health, readiness and metrics endpoints and the license status endpoint keep working in every state. Background operations already in progress when a license lapses complete normally.

7.3 When Avant may revoke. Avant may revoke a License Key before the end of its Subscription Term, by adding it to the Revocation List, only if:

• (a) Customer fails to pay undisputed fees when due and does not pay within 15 days after Avant’s written notice of non-payment;
• (b) Customer materially breaches this Agreement (including Section 4.1) and does not cure the breach within 15 days after Avant’s written notice describing it; or
• (c) revocation is required by applicable law, regulation, court order or sanctions, in which case Avant will give Customer as much advance notice as it lawfully can.

Avant may also revoke a Pilot License Key when the Pilot ends under Section 5.3. If Avant revokes a paid License Key under clause (c) for a reason not caused by Customer, Avant will refund any prepaid fees for the unused remainder of the Subscription Term.

7.4 What revocation does. Once revoked, the Software refuses search and write requests at its next successful License Check (within about 6 hours under the default settings). Revocation applies to every server that uses the revoked License Key.

7.5 What expiry and revocation never do. Expiry, revocation, the read-only state and termination of this Agreement do not delete, encrypt, move, modify, withhold or transmit any Customer Data, and do not affect any AWS resource other than the Software’s own API responses. Customer Data remains in Customer’s S3 bucket, under Customer’s control, and Customer may copy, back up or delete it with any tool at any time. Customer acknowledges that the Software stores indexed data in its own segment format, which other tools cannot readily use as a search index.

7.6 Export window. Customer should export any documents it needs, using the Software’s read APIs, while its license is valid or read-only. If Customer’s license expires, is revoked or is terminated for any reason, Avant will, at Customer’s written request made within 30 days afterward, issue at no charge a License Key valid for up to 30 days, to be used solely to read and export Customer Data, unless applicable law prohibits Avant from doing so.

7.7 Honest-customer design. Customer acknowledges that the enforcement mechanism is designed for honest customers and is not a guarantee against circumvention. Circumvention is a material breach of this Agreement regardless of whether it is technically possible.

8. Customer Data and Privacy

8.1 Avant does not access Customer Data. The Software runs in Customer’s AWS account and stores Customer Data in Customer’s storage. Avant does not host, receive, store, process or have access to Customer Data or Customer’s AWS account through the Software, and the Software does not transmit Customer Data to Avant. Avant is therefore not a processor or service provider of Customer Data under this Agreement.

8.2 Customer owns Customer Data. As between the parties, Customer owns all Customer Data. Avant acquires no rights in Customer Data.

8.3 The License Check. The License Check is the only communication the Software initiates with Avant during operation. It is an HTTPS request from the Installation to https://search.avanttechnologiesllc.com/license/v1/revocations.json (or the URL in the License Key), made every 6 hours by default and when the server starts. The request:

• includes the License Key identifier as a URL parameter;
• identifies the Software version in its user-agent header; and
• like any internet request, reveals the public IP address from which it is sent, together with standard request metadata (date and time, requested URL, response status, bytes transferred, protocol and the content delivery network edge that served it).

It does not include documents, queries, index names, mappings, credentials, usage metrics or any other Customer Data. The License Check is performed only by Installations using a License Key; the Software makes no License Check in unlicensed development use.

8.4 Release downloads. When Customer installs or upgrades the Software through the AWS CloudFormation template, the Installation downloads the release from Avant’s website. That request similarly reveals the public IP address, the requested release version and standard request metadata.

8.5 How Avant uses this information. The requests described in Sections 8.3 and 8.4 are recorded in Avant’s content delivery network access logs, hosted on Amazon Web Services, which are kept for 180 days and then deleted automatically. Avant uses this information only to administer licenses (including detecting use beyond the licensed Installations), to provide support, to secure and operate its website and distribution infrastructure, and to produce aggregate counts of active Installations. Avant does not sell it or use it for advertising. Avant’s Privacy Notice describes this processing in more detail.

8.6 Support information. If Customer chooses to send Avant logs, configuration or other information for support, Customer should remove Customer Data, credentials and personal data that Avant does not need. Avant will use support information only to provide support and will treat it as Customer’s Confidential Information.

8.7 Customer’s responsibilities. Customer is solely responsible for: the security of its AWS account, IAM configuration, network access rules (including the allowed address range) and TLS configuration; the API keys and credentials it creates, including rotating the bootstrap administrator credential; the lawfulness of Customer Data and of its collection and use, including any required notices and consents; and backups. Snapshots created by the Software share storage with the index and are not independent backups.

9. Customer’s AWS Account and Costs

9.1 AWS relationship. Customer installs and runs the Software in its own AWS account under its own agreement with Amazon Web Services. Avant is not a party to that agreement and is not responsible for AWS services, their availability or their pricing.

9.2 AWS costs. Customer is solely responsible for all charges AWS bills for resources the Software or its template creates or uses, including compute, storage, requests, data transfer, public IP addresses, secrets, logs and load balancers. Any cost estimates Avant provides are approximate and not binding. Resources the template retains when a stack is deleted (such as the data bucket, secrets and logs) continue to incur charges until Customer deletes them.

10. Support

10.1 Channel. Avant provides support by email at info@avanttechnologiesllc.com during its normal business hours.

10.2 Levels.

• Pilot: best-effort assistance with installation and evaluation.
• Team: best-effort responses to questions and defect reports for supported versions.
• Business and Enterprise: as for Team, plus any priority handling, response targets or named contacts stated in the Order Form.

10.3 No SLA. Current Editions do not include an uptime, availability or response-time service-level agreement. Any service levels apply only if an Order Form states them expressly. The standard one-click installation is a single server without high availability.

10.4 Exclusions. Avant need not support: modified Software; versions more than 12 months older than the latest generally available release; problems caused by Customer’s AWS configuration, network, third-party software or use contrary to the Documentation; or issues already fixed in an Update that Customer has not installed.

11. Updates

11.1 Availability. During a paid Subscription Term, Avant makes Updates for Customer’s Edition available through its website. Customer decides whether and when to install them (for example, by updating the stack’s Version parameter as described in the Documentation).

11.2 Changes. Avant may add, change or remove features in Updates, but will not materially reduce the core search functionality of Customer’s Edition during a paid Subscription Term. A renewed License Key may require a reasonably current version of the Software, for example after a signing-key rotation, and Avant will give reasonable notice of that requirement.

12. Third-Party and Open-Source Components

The Software includes third-party and open-source components (for example, the Tantivy search library, licensed under the MIT License, and components licensed under the Apache License 2.0 and similar licenses) (“Third-Party Components”). Third-Party Components are licensed under their own license terms, which Avant makes available with the Software or on request to info@avanttechnologiesllc.com. To the extent those terms grant Customer broader rights than this Agreement, or require Avant to provide notices or source code, those terms control for the relevant component. Nothing in this Agreement limits Customer’s rights under an open-source license.

13. Ownership, Feedback and Trademarks

13.1 Ownership. Avant and its licensors own all right, title and interest, including all intellectual property rights, in the Software, Documentation and License Keys, and in all copies, modifications and derivative works of them (other than Customer Data and any modifications Customer makes under Section 3.4, in which Avant claims no rights beyond its rights in the underlying Software).

13.2 Feedback. If Customer gives Avant suggestions or feedback about the Software, Avant may use them without restriction or obligation, provided Avant does not identify Customer as their source or disclose Customer’s Confidential Information.

13.3 Publicity. Neither party will use the other’s name or logo in marketing without the other’s prior written consent.

13.4 Trademarks. “Search” and Avant’s names and logos are trademarks of Avant. OpenSearch, Elasticsearch, Amazon Web Services, AWS and other third-party names are trademarks of their respective owners. Avant is not affiliated with or endorsed by the OpenSearch project or those owners; references to them describe compatibility only.

14. Confidentiality

14.1 Definition. “Confidential Information” means non-public information that one party (the “Discloser”) discloses to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including Order Form pricing, License Keys, non-public parts of the Software and Customer’s support information. It excludes information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) it knew before receiving it without a duty of confidentiality, (c) it received from a third party without a duty of confidentiality, or (d) it developed independently without using the Discloser’s information.

14.2 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform or exercise its rights under this Agreement, will protect it with at least reasonable care, and will disclose it only to its and its Affiliates’ employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as these. The Recipient may disclose Confidential Information when required by law or legal process, after giving the Discloser prompt notice where lawful and reasonable cooperation in seeking protective treatment.

14.3 Duration and return. These obligations last during the Agreement and for 3 years afterward, and for trade secrets for as long as they remain trade secrets. On request after termination, the Recipient will delete or return the Discloser’s Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Section.

15. Warranties and Disclaimers

15.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

15.2 Limited warranty. For paid Editions, Avant warrants that, for 30 days after Avant first delivers the License Key for an Installation, the unmodified Software will perform materially in accordance with the Documentation when used as the Documentation describes. If Customer notifies Avant of a breach of this warranty within that period, Avant will use commercially reasonable efforts to correct the non-conformity. If Avant cannot do so within 30 days of the notice, either party may terminate the license for the affected Installation, and Avant will refund the fees Customer paid for that Installation for the then-current Subscription Term. This Section states Customer’s sole remedy and Avant’s entire liability for breach of this warranty.

15.3 Pilots. Pilots and unlicensed development use have no warranty (Section 5.3).

15.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 15, THE SOFTWARE, DOCUMENTATION AND SUPPORT ARE PROVIDED “AS IS”, AND AVANT AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. AVANT DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL MEET CUSTOMER’S REQUIREMENTS, THAT IT IS COMPATIBLE WITH OPENSEARCH BEYOND THE DOCUMENTED SUBSET, THAT ANY BENCHMARK OR COST ESTIMATE WILL BE ACHIEVED, OR THAT DATA WILL NOT BE LOST. CUSTOMER IS RESPONSIBLE FOR MAINTAINING BACKUPS OF CUSTOMER DATA.

16. Indemnification

16.1 By Avant. Avant will defend Customer against any claim brought by a third party alleging that the Software, as provided by Avant and used in accordance with this Agreement, infringes that third party’s patent, copyright or trademark or misappropriates its trade secret, and will pay the damages, costs and attorneys’ fees finally awarded against Customer, or agreed in a settlement Avant approves, arising from the claim. If the Software becomes, or in Avant’s opinion is likely to become, the subject of such a claim, Avant may at its option (a) obtain the right for Customer to continue using it, (b) modify or replace it so that it is non-infringing with materially equivalent functionality, or (c) if neither is commercially reasonable, terminate the affected license and refund prepaid fees for the unused remainder of the Subscription Term.

16.2 Exclusions. Avant has no obligation under Section 16.1 for claims arising from: (a) Customer Data; (b) modifications not made by Avant; (c) combination of the Software with products, services, data or processes not provided by Avant, where the claim would not have arisen without the combination; (d) use of a version other than the latest Update, where the latest Update would have avoided the claim and Avant made it available; (e) use contrary to this Agreement or the Documentation; (f) Third-Party Components used under their own license terms; or (g) Pilots and unlicensed development use.

16.3 By Customer. Customer will defend Avant and its Affiliates against any third-party claim arising from (a) Customer Data or Customer’s collection, storage or use of it, (b) Customer’s use of the Software in breach of Section 4.1 or applicable law, or (c) products or services that Customer provides to third parties using the Software, and will pay the damages, costs and attorneys’ fees finally awarded, or agreed in a settlement Customer approves, arising from the claim.

16.4 Procedure. The indemnified party must (a) notify the indemnifying party promptly of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), (b) give the indemnifying party sole control of the defense and settlement, except that no settlement may impose an obligation or admission on the indemnified party without its consent, not unreasonably withheld, and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense.

16.5 Exclusive remedy. This Section 16 states each party’s entire liability, and the other party’s exclusive remedy, for third-party claims described in it.

17. Limitation of Liability

17.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO AVANT UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

17.3 Pilots. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AVANT’S TOTAL LIABILITY ARISING OUT OF PILOTS AND UNLICENSED DEVELOPMENT USE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

17.4 Exceptions. Sections 17.1 and 17.2 do not limit: (a) a party’s defense and payment obligations under Section 16; (b) Customer’s obligation to pay fees; (c) liability for Customer’s breach of Section 4.1 or infringement or misappropriation of Avant’s intellectual property; (d) liability for gross negligence, willful misconduct or fraud; or (e) liability that cannot be limited or excluded under applicable law.

17.5 Basis of the bargain. The parties agree that these limitations reflect an allocation of risk that is part of the basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

18. Term and Termination

18.1 Term. This Agreement starts when Customer accepts it and continues until every Subscription Term has ended, unless terminated earlier under this Section.

18.2 Termination for cause. Either party may terminate this Agreement or an affected Order Form by written notice if the other party (a) materially breaches this Agreement and does not cure the breach within 15 days after written notice describing it, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership or similar proceeding that is not dismissed within 60 days.

18.3 Refund on Customer termination for cause. If Customer terminates under Section 18.2 because of Avant’s breach or insolvency, Avant will refund prepaid fees for the unused remainder of the Subscription Term.

18.4 Effect. When a license expires or this Agreement or an Order Form terminates: (a) the affected licenses end, and Customer will stop using the affected Software, except as permitted under Section 7.6; (b) Customer will pay any fees accrued before termination; (c) Section 7.5 continues to apply, and Customer keeps full control of its Customer Data; and (d) on request, Customer will confirm in writing that it has stopped using the affected Software. Customer may remove the Software by deleting its stack as described in the Documentation.

18.5 Survival. Sections 2, 4, 6 (for amounts accrued), 7.5, 7.6, 8, 9, 12, 13, 14, 15.4, 16, 17, 18.4, 18.5 and 19 through 22 survive termination or expiry.

19. Export Control and Sanctions

The Software is subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, and may include encryption functionality. Customer will comply with those laws and will not export, re-export, transfer or make the Software available (a) to any country or region subject to comprehensive U.S. sanctions, (b) to any person on a U.S. government restricted-party list, or (c) for any prohibited end use. Customer represents that neither it nor any of its Users is located in such a country or region or is such a person. Customer is responsible for the AWS regions in which it deploys the Software.

20. U.S. Government End Users

The Software and Documentation are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, as applicable. U.S. government end users acquire them only with the rights set out in this Agreement, which apply in place of any conflicting terms.

21. Governing Law, Venue and Disputes

21.1 Governing law. This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, in any form enacted, do not apply.

21.2 Informal resolution. Before starting a lawsuit, a party must give the other written notice of the dispute, and the parties’ responsible representatives will try in good faith to resolve it for 30 days. This does not prevent either party from seeking urgent injunctive or other equitable relief.

21.3 Venue. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party consents to their personal jurisdiction. Either party may nevertheless seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

21.4 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

21.5 Attorneys’ fees. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

22. General

22.1 Assignment. Neither party may assign or transfer this Agreement without the other’s prior written consent, which may not be unreasonably withheld, except that either party may assign it without consent to an Affiliate or to a successor in a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or the business to which this Agreement relates, provided the assignee is not a competitor of the other party (for assignments by Customer) and agrees in writing to be bound. Any other attempted assignment is void. This Agreement binds and benefits permitted successors and assigns.

22.2 Notices. Notices under this Agreement must be in writing. Notices to Avant go to info@avanttechnologiesllc.com with “Legal Notice” in the subject line. Notices to Customer go to the email address in the Order Form or the most recent address Customer gave Avant for notices. Email notices are effective on the business day after sending, unless the sender receives a delivery failure. Notices of breach, termination or an indemnifiable claim must also be sent by recognized courier to the recipient’s registered business address if the recipient requests it.

22.3 Force majeure. Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, pandemics, and failures of the internet, utilities or third-party cloud providers (including AWS). Offline grace periods under Section 7.2 are designed to absorb short outages of Avant’s website; if an outage of Avant’s infrastructure causes an Installation to enter the read-only state, Avant will promptly issue a replacement or extended License Key on request.

22.4 Entire agreement and order of precedence. This Agreement is the parties’ entire agreement about its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations about it, including any earlier draft or summary of these Terms. If there is a conflict, the following order applies: (a) an Order Form, but only for terms it expressly identifies as overriding these Terms; (b) these Terms; (c) the Documentation.

22.5 Changes to these Terms. Avant may update these Terms by publishing a new version at https://search.avanttechnologiesllc.com/legal/terms.html with a new version number and date. Avant will give at least 30 days’ notice of material changes by email to Customer’s notice address or on the website. An updated version applies to new Order Forms and renewals after it takes effect. During a current Subscription Term, the version in effect when the Subscription Term began continues to apply, unless Customer agrees to the new version or a change is required by law. Any other amendment must be in a writing signed or accepted by both parties.

22.6 Severability and waiver. If a court holds any provision unenforceable, it will be enforced to the maximum extent permissible and the rest of this Agreement remains in effect. A failure or delay in enforcing a provision is not a waiver.

22.7 Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship, and there are no third-party beneficiaries.

22.8 Equitable relief. A breach of Section 4.1 or Section 14 may cause irreparable harm for which damages are inadequate, and the non-breaching party may seek injunctive relief without posting a bond, in addition to other remedies.

22.9 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. “Written” and “in writing” include email. This Agreement may be accepted electronically and signed in counterparts.

Contact

Avant Technologies LLC. Questions about these Terms, notices and requests: info@avanttechnologiesllc.com.