Continuity of Licence Addendum
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(Commercial Subscription Licence)

This Continuity of Licence Addendum (“Addendum”) forms part of the Commercial Subscription
Licence Agreement (“Agreement”) between the Licensor and the Licensee.

1. Continuity Event
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  A Continuity Event occurs if any of the following circumstances arise:

  a) the Licensor enters liquidation, dissolution, or bankruptcy proceedings and ceases to carry
     on business;
  b) the Licensor permanently ceases operations and is no longer offering commercial licences for
     the Software; or
  c) where the Licensor is a sole proprietor or single-employee entity, the death or permanent
     incapacity of that individual results in the Licensor being unable to continue licensing or
     supporting the Software.

2. Effect of Continuity Event
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  Upon the occurrence of a Continuity Event:

  - any valid and paid-up Commercial Subscription Licence held by the Licensee shall
    automatically convert into a perpetual, non-exclusive, royalty-free licence to use
    the Software; and
  - the Licensee may continue to exercise the rights granted under the Commercial Subscription
    Licence as they existed immediately prior to the Continuity Event.

3. Scope of Continued Rights
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  Following a Continuity Event, the Licensee may:

  - continue to use the Software for commercial and internal business purposes;
  - deploy the Software in production environments;
  - maintain, modify, and create derivative works of the Software for its own internal use;
  - continue distributing the Software internally solely as part of its existing products
    or services.

  The Licensee may not:

  - resell, sublicense, or otherwise make the Software available on a standalone basis; or
  - represent itself as the owner of the Software or its intellectual property.

4. No Obligation to Provide Support
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  Nothing in this Addendum obligates the Licensor
  (or any successor or estate) to provide maintenance, updates, support, or
  warranties following a Continuity Event.

5. Survival
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  This Addendum shall survive termination or expiration of the Agreement and shall take
  effect only upon the occurrence of a Continuity Event.

6. No Early Trigger
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  The occurrence of a Continuity Event shall not be deemed to have occurred solely due to:

  - a temporary suspension of business;
  - a delay in responding to communications;
  - a change in ownership or corporate structure where licensing continues; or
  - the discontinuation of a particular product version while the Licensor continues to operate.

7. Governing Law
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  This Addendum shall be governed by and construed in accordance with the laws of
  England and Wales, excluding its conflict of law principles.

END OF ADDENDUM