# License Annexure -- Affiliate

**Licensor: HYPERI PTY LIMITED (ABN 31 622 581 748).**

This Annexure supplements the Business Source License 1.1 (the "License") under
which the Licensed Work is made available, and in particular clarifies the
scope of the words "third parties" and "your employees and contractors" in the
Additional Use Grant. This Annexure does not amend, and is not incorporated
into, the text of the License. It is a separate instrument that operates
alongside the License and any other Annexure. It does not impose any additional
restriction on the rights granted by the License; it only clarifies and, where
stated, extends who may exercise those rights.

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## 1. Definitions

In this Annexure:

**"Affiliate"** of an entity means any other entity that, directly or
indirectly, Controls, is Controlled by, or is under common Control with that
entity, for so long as that Control subsists.

**"Control"** means holding, directly or indirectly, more than fifty percent
(50%) of the voting securities, voting equity interests, or other voting
ownership of an entity, or otherwise having the power to direct or cause the
direction of the management and policies of that entity, whether by contract
or otherwise.

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## 2. Contractors and agents acting on your behalf

For the purposes of the Additional Use Grant, a contractor or agent that
accesses the functionality of the Licensed Work solely on your behalf and for
your own internal purposes, and not on its own account or for the benefit of
any third party, is treated as one of "your employees and contractors" and is
not a third party to whom a Hosted Service is provided.

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## 3. Independent use by Affiliates is internal use

Where two or more entities that are Affiliates of one another each deploy and
operate their own instance of the Licensed Work, each for that entity's own
internal business purposes, each such entity's use is internal use and is not
the provision of a Hosted Service to a third party. Each such entity exercises
the rights granted by the License in its own right.

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## 4. One Affiliate operating the software for others is a Hosted Service

For the avoidance of doubt, where one entity operates the Licensed Work and
provides access to its functionality to one or more of its Affiliates as a
shared or centralised hosted or managed service (rather than each Affiliate
operating its own instance for its own internal purposes), that operation is
the provision of a Hosted Service within the meaning of the Additional Use
Grant, and falls outside that Grant. A commercial license is required for that
use. See COMMERCIAL.md. (An Affiliate is a separate legal entity; the line
HyperI draws is operate-versus-benefit, not corporate relationship.)

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## 5. Hosted-service rights are available by commercial license

Rights to operate the Licensed Work as a shared or centralised service for the
benefit of your Affiliates (intra-group hosting), and rights to operate it as a
hosted or managed service for persons or entities outside your corporate group,
are available under a commercial license from the Licensor. See COMMERCIAL.md
and contact sales@hyperi.io.

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## 6. Relationship to the License and other Annexures

This Annexure applies alongside the License. Except for the clarifications in
clauses 2 to 5 about the internal group-use boundary and the commercial path for
hosted services, it does not otherwise enlarge, reduce or alter the rights
granted under the License (including the Additional Use Grant, the Change Date,
and conversion to the Change License). The License continues to govern the grant of rights in the
Licensed Work. Nothing in this Annexure is to be construed as a modification of
the text of the License.

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## 7. Severability of this Annexure

If any provision of this Annexure is held to be invalid, void or unenforceable by
a court or tribunal of competent jurisdiction, that provision is severed to
the minimum extent necessary, and the remainder of this Annexure, the License,
the Additional Use Grant, and any other Annexure continue in full force and
effect. The invalidity of any provision of this Annexure does not affect the
validity or enforceability of the License, the Additional Use Grant, or any
other Annexure.
