Licence agreement

JDX Audio
END USER LICENCE AGREEMENT

DRAFT FOR LEGAL REVIEW - 3 November 2026. Not for release until
reviewed by a New Zealand lawyer. Delete this line when finalised.

Licensor: JDX Security Limited (NZBN 9463901), Wellington, New Zealand ("we", "us").

PLEASE READ THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE. BY SELECTING "I ACCEPT", OR BY
INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, DO NOT
INSTALL OR USE THE SOFTWARE.

SUMMARY (for convenience only; the terms below govern)
- You are buying a licence to use the Software, not the Software itself. We own it.
- Each licence comes with a product key that activates up to 2 computers at a time. You can
  deactivate one to move the licence to another computer.
- You must not copy, share, resell, crack or bypass the licensing.
- What you record and make with the Software is yours. We do not access it.
- Consumer law in New Zealand, Australia and your own country still applies where it cannot be
  excluded.


1. DEFINITIONS

"Software" means JDX Audio, including its executable files, installer, built-in instruments,
devices, presets, chains and drum patterns, updates, documentation, licence files and trial
mechanism, but excluding Third-Party Components.

"Product Key" means the key we issue when you buy a Licence.

"Licence File" means the licence text or file we issue for a specific Computer, when a Product Key
is activated on it or by us directly.

"Computer" means a computer identified by the Machine Identifier in a Licence File issued under
your Licence.

"Machine Identifier" means the identifier the Software derives from a computer's hardware and
configuration, shown under Help > Licence.

"Trial" means use of the Software without a Licence File for the trial period built into the
Software (currently 14 days).

"Third-Party Components" means software owned by others and supplied with the Software under their
own licences, as listed in the notices installed with the Software.

"Your Content" means recordings, projects, exports, samples and other material you create, record
or load with the Software.


2. LICENCE GRANT

2.1 Subject to this agreement and payment of the applicable fee, we grant you a non-exclusive,
non-transferable, non-sublicensable licence to install and use the Software on up to 2
Computers at a time, each named in a Licence File issued under your Product Key. The Licence is for
use by you (or, if a business buys it, by its staff), not by several people at once on different
Computers beyond that number.

2.2 Unless your Licence File states an expiry date, the Licence is perpetual, subject to termination
under clause 11.

2.3 Trial. You may use the Software on a Trial basis to evaluate it. You must not reset, extend or
restart a Trial by any means.

2.4 Updates. The Licence includes the updates we publish within the major version you bought (for
example, every 1.x version for a version 1 licence), unless we say otherwise when you buy.

2.5 All rights not expressly granted in this agreement are reserved by us.


3. RESTRICTIONS

Except to the extent a law that cannot be excluded expressly permits, you must not, and must not
allow anyone else to:

(a) copy the Software, other than to install it on the Computer and keep one backup copy of the
    installer;
(b) use a Licence File on any computer other than the Computer it names, or share a Product Key;
(c) sell, rent, lend, sublicense, distribute, publish or host the Software for others;
(d) share, publish or transfer a Licence File;
(e) modify, adapt or create derivative works of the Software;
(f) decompile, disassemble or reverse engineer the Software, except to the extent the Copyright Act
    1994 (New Zealand) or the Copyright Act 1968 (Australia) expressly permits despite this
    restriction;
(g) remove or alter any copyright notice, trade mark or licence notice; or
(h) circumvent, disable or interfere with the licence files, machine identifiers or trial records
    the Software uses to control its use, or make, use or distribute any key generator, patch,
    crack or altered licence file.


4. ACTIVATION, LICENCE FILES AND NEW COMPUTERS

4.1 Activating a Product Key needs an internet connection once per Computer. The Software sends the
Product Key, the Machine Identifier and the Software version, and receives a Licence File. After
that it works offline.

4.2 A Licence File is valid only for the Computer whose Machine Identifier it contains.

4.3 To move the Licence to another Computer, deactivate one on your account page on our website,
then activate the new one. Moves are limited (currently 5 in any 12 months) to prevent key
sharing; if you reach the limit for a genuine reason (a repair, a failed computer), contact us and
we will help.

4.4 Each time a licensed copy of the Software starts and is online, it asks us whether its Licence
still stands. It sends the Machine Identifier, the Software version and the Licence File's serial
number, and none of Your Content. If we cannot be reached, the Software carries on.

4.5 A Licence withdrawn after a refund or chargeback returns the Software to its trial state on that
Computer. Your projects stay on your computer and are never deleted by the licence check.


5. YOUR CONTENT

5.1 Your Content belongs to you. We do not receive, access or store it through the Software, other
than material you choose to send us for support.

5.2 You may use the sounds you make with the built-in instruments, devices, presets, chains and drum
patterns in your own music and recordings, commercial or not, without further permission or fee.

5.3 You are responsible for having the rights to material you record or load, and for keeping your
own backups.


6. OWNERSHIP

6.1 The Software is licensed, not sold. We (or our licensors) own all rights in it.

6.2 "JDX Audio" and its logo are trade marks of JDX Security Limited. This agreement gives you no right to
use them.

6.3 Device, preset and drum-pattern names in the Software describe a style of sound. They do not
refer to, and are not endorsed by, any manufacturer, artist or recording.


7. THIRD-PARTY COMPONENTS

7.1 The Software includes Third-Party Components, including the Steinberg ASIO SDK, the VST3
interfaces, Dear ImGui and dr_wav. Each is licensed under its own terms, installed in the licenses
folder. ASIO is a registered trademark of Steinberg Media Technologies GmbH. VST is a registered
trademark of Steinberg Media Technologies GmbH.

7.2 Where a Third-Party Component's licence gives you rights this agreement would restrict, that
licence prevails for that component only.

7.3 VST3 plugins you load are third-party software under their own licences. We are not responsible
for them.


8. WARRANTIES AND CONSUMER LAW

8.1 Subject to clauses 8.2 to 8.4, and to the maximum extent permitted by law, the Software is
provided "as is", and we exclude all warranties not expressly set out in this agreement.

8.2 If you acquire the Software as a consumer, nothing in this agreement limits your rights under
the Consumer Guarantees Act 1993 or any other law that cannot be excluded.

8.3 If you acquire the Software in trade, you agree that the Consumer Guarantees Act 1993 does not
apply, and that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, to the extent
permitted by section 43 of the Consumer Guarantees Act 1993 and section 5D of the Fair Trading Act
1986, and that it is fair and reasonable for you to be bound by this clause.

8.4 Australia. If the Australian Consumer Law applies, the Software comes with guarantees under that
law that cannot be excluded. Nothing in this agreement excludes, restricts or modifies them.


9. LIMITATION OF LIABILITY

9.1 To the maximum extent permitted by law, we are not liable for any loss of profit, revenue,
data, recordings or goodwill, or any indirect or consequential loss.

9.2 To the maximum extent permitted by law, our total liability arising out of this agreement or
the Software is limited to the amount you paid for the Licence.

9.3 Nothing in this clause limits liability that cannot be limited by law.


10. REFUNDS

Refunds follow the refund policy published on our website at the time of purchase. Paddle.com is
our reseller and the Merchant of Record: it sells you the Licence, takes the payment and handles
tax, invoices and refunds, under its own buyer terms. This agreement is between you and us and
governs your use of the Software.


11. TERMINATION

11.1 This agreement ends automatically if you breach clause 3. You must then stop using the
Software and remove it.

11.2 Clauses 5, 6, 8, 9 and 12 survive termination.


12. GENERAL

12.1 This agreement is governed by the laws of New Zealand, and the courts of New Zealand have
non-exclusive jurisdiction.

12.2 If any part of this agreement is unenforceable, the rest continues in effect.

12.3 This agreement, with the refund policy and privacy policy on our website, is the entire
agreement between you and us about the Software.

12.4 We may update this agreement for later versions of the Software. The version you accepted
continues to apply to the version you installed with it.

Contact: JDX Security Limited, Wellington, New Zealand. support@jdxaudio.com