Legal

Licence agreement

This is the agreement the installer shows before JDX Stronghold is installed. Buying a licence on this site means accepting it.

JDX STRONGHOLD
END USER LICENCE AGREEMENT

DRAFT FOR LEGAL REVIEW - 3 October 2026. Not for release until reviewed by a
New Zealand lawyer. Delete this line and the notes at the end when finalised.

Licensor: [JDX LEGAL ENTITY NAME] (NZBN [NUMBER]), [ADDRESS], New Zealand
("JDX", "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. JDX owns it.
- Each licence covers one server. Using it on another machine needs another licence.
- You must not copy, share, resell, crack or bypass the licensing. Doing so breaches
  this agreement, makes you liable to pay for every unlicensed copy plus enforcement
  costs, and may be a criminal offence under New Zealand copyright law.
- Your camera footage is yours. JDX does not access it.
- Consumer law in New Zealand and Australia still applies where it cannot be excluded.
- A licence problem is designed never to stop recording.


1. DEFINITIONS

"Software" means JDX Stronghold, including its executable files, installers, web
interface, updates, documentation, licence files and trial mechanisms, but excluding
Third-Party Components.

"Licence" means the right to use the Software granted under clause 2.

"Licence File" means the licence key or file JDX issues for a specific Server.

"Server" means the single physical or virtual computer identified by the Machine
Identifier in a Licence File.

"Machine Identifier" means the identifier the Software derives from a computer's
hardware and configuration.

"Installation" means a copy of the Software installed on, or running on, any computer.

"Trial" means use of the Software without a Licence File for the trial period built
into the Software.

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

"Customer Data" means video footage, images, event records, configuration and other
data created or recorded through your use of the Software.

"You" means the person or organisation that owns or operates the site where the
Software is used.


2. LICENCE GRANT

2.1 Subject to your compliance with this agreement and payment of the applicable fee,
JDX grants you a non-exclusive, non-transferable, non-sublicensable licence to install
and use one Installation of the Software on the Server named in your Licence File, for
your own internal security and business purposes at the site for which it was licensed.

2.2 Unless your Licence File states an expiry date, the Licence is perpetual, subject
to termination under clause 16.

2.3 Trial. You may use the Software on a Trial basis for the trial period built into
the Software (currently 14 days), solely to evaluate it. A Trial ends automatically
when the trial period ends. You must not reset, extend or restart a Trial by any means.

2.4 Remote access. The Licence includes use of the Software's web interface by your
authorised users to view and operate the Software from other devices. No separate
licence is needed for those devices.

2.5 Installers. If an installer, integrator or contractor installs or configures the
Software for you, they act as your agent. They receive no licence of their own, and you
are responsible for their compliance with this agreement.

2.6 All rights not expressly granted in this agreement are reserved by JDX.


3. RESTRICTIONS

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

(a) copy the Software, other than as necessary to install one Installation for each
    Licence and to keep one backup copy of the installer;
(b) install or run the Software on more than one Server per Licence, or on any computer
    other than the Server named in the Licence File;
(c) sell, resell, rent, lease, lend, sublicense, distribute, publish, host for others,
    or otherwise make the Software available to anyone else;
(d) share, copy, publish or transfer a Licence File, or use a Licence File issued for
    one Server on any other computer;
(e) modify, adapt, translate, 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, alter or obscure any copyright notice, trade mark, licence notice or other
    proprietary marking;
(h) use the Software, or knowledge gained from it, to build a competing product; or
(i) do anything prohibited by clause 4.


4. CIRCUMVENTION AND LICENCE INTEGRITY

4.1 The Software uses licence files, machine identifiers, trial records and other
technical measures to control its use (the "Licence Controls"). The Licence Controls
are technological protection measures that protect a copyright work.

4.2 You must not, must not attempt to, and must not help or allow anyone else to:

(a) circumvent, disable, bypass, remove or interfere with any Licence Control;
(b) create, use, obtain, sell or distribute any key generator, patch, crack, loader,
    modified executable, altered or forged licence file, or similar tool or file;
(c) alter, spoof or emulate a Machine Identifier, or configure any computer, virtual
    machine or network adapter for the purpose of making a Licence File appear valid on
    a computer it was not issued for;
(d) reset, roll back or tamper with a Trial, a system clock, or any file or record the
    Software uses to track Trial or Licence status; or
(e) operate the Software in any way designed to avoid paying for a Licence.

4.3 Each Installation made or used in breach of clause 3 or this clause 4 is an
unlicensed copy. Its use infringes JDX's copyright as well as breaching this agreement.


5. LICENCE FILES, VERIFICATION AND HARDWARE CHANGES

5.1 A Licence File is valid only for the Server whose Machine Identifier it contains.

5.2 If you replace the Server, or change it in a way that alters its Machine
Identifier, contact JDX. JDX will reissue a Licence File for the replacement Server on
reasonable request, provided the previous Installation is permanently removed. JDX may
require written confirmation of removal.

5.3 Some Licences require the Software to confirm its licence status with JDX from time
to time ("check-in"). You agree to the Software sending JDX, for that purpose only, the
Machine Identifier, Licence File details, Software version and the time of each
check-in. No Customer Data is sent.

5.4 If a Licence cannot be verified, the Software may restrict access to its operating
screens and features. JDX designs the Software so that a licence failure does not stop
recording that is already configured. That is a design intention, not a warranty.


6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1 The Software is licensed, not sold. JDX (or its licensors) owns all right, title
and interest in the Software, including all copyright, trade secrets, designs, trade
marks and other intellectual property rights, and in all copies, updates and
modifications of it, however made.

6.2 "JDX", "JDX Stronghold", the JDX shield logo and related names and logos are trade
marks of JDX. This agreement gives you no right to use them.

6.3 If you give JDX suggestions or feedback about the Software, JDX may use them
without restriction and without payment to you.

6.4 The Software contains confidential information and trade secrets of JDX. You must
keep them confidential and use them only as this agreement permits.


7. THIRD-PARTY COMPONENTS

7.1 The Software is supplied with Third-Party Components, including open-source
software, a machine-learning model and fonts. Each is licensed to you under its own
licence, as listed in the third-party notices supplied with the Software.

7.2 Where a Third-Party Component's licence gives you rights that this agreement would
otherwise restrict (for example, the right to obtain the source code of that component,
or to modify or redistribute it), that licence prevails for that component only.
Nothing in this clause grants any right in the Software itself.


8. YOUR DATA AND FOOTAGE

8.1 Customer Data belongs to you. JDX does not receive, access or store Customer Data
through the Software, other than data you choose to send to JDX for support.

8.2 You are solely responsible for Customer Data, including its lawful collection,
retention, security, disclosure, backup and deletion.

8.3 Footage is encrypted on the Server with a key held on that Server. If the Server,
its storage or its key is lost or damaged, footage may be unrecoverable, and JDX cannot
recover it.


9. LAWFUL USE

9.1 You must use the Software only in compliance with all laws that apply where it is
used, including privacy, surveillance-device and workplace-surveillance laws (in New
Zealand, the Privacy Act 2020 and the Privacy Commissioner's guidance on CCTV). You are
responsible for signage, notices, camera placement and any consent required.

9.2 You must not use the Software for any unlawful surveillance, or to make any
intimate visual recording.


10. REMOTE ACCESS AND THIRD-PARTY SERVICES

10.1 Remote access may rely on third-party services and networks that JDX does not
control, including internet providers and tunnel or DNS providers such as Cloudflare.
Those services are provided under their own terms.

10.2 JDX does not guarantee that remote access will be available, uninterrupted or
secure over networks JDX does not control. You are responsible for your accounts,
passwords, network and firewall configuration.


11. UPDATES AND SUPPORT

11.1 Updates, upgrades and support are not included in the Licence unless agreed
separately in writing.

11.2 Any update JDX supplies is part of the Software and is governed by this agreement,
unless it comes with different terms.


12. WARRANTIES AND CONSUMER LAW

12.1 The Software is a tool to assist with security and surveillance. It does not
prevent crime, intrusion, loss or damage, and JDX does not warrant that it will detect,
record or report any particular event.

12.2 Subject to clauses 12.3 to 12.5, and to the maximum extent permitted by law, the
Software is provided "as is", and JDX excludes all warranties, guarantees, conditions
and representations not expressly set out in this agreement, including any implied
warranty of merchantability, fitness for a particular purpose, accuracy or
uninterrupted operation.

12.3 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.

12.4 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.

12.5 Australia. If the Australian Consumer Law applies to your acquisition of the
Software, the Software comes with guarantees under that law that cannot be excluded.
Nothing in this agreement excludes, restricts or modifies any guarantee, right or
remedy under the Australian Consumer Law that cannot lawfully be excluded, restricted
or modified.


13. LIMITATION OF LIABILITY

13.1 To the maximum extent permitted by law, JDX is not liable to you, whether in
contract, tort (including negligence), equity or otherwise, for:
(a) any loss of profit, revenue, data, footage or goodwill;
(b) any loss or damage arising from theft, intrusion, a criminal act, or any event the
    Software did not detect, record or report; or
(c) any indirect or consequential loss.

13.2 To the maximum extent permitted by law, JDX's total liability to you arising out
of or in connection with this agreement or the Software is limited to the amount you
paid for the Licence.

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

13.4 Australia. Where the Software is not of a kind ordinarily acquired for personal,
domestic or household use or consumption, JDX's liability for a failure to comply with
a guarantee under the Australian Consumer Law (other than a guarantee under section 51,
52 or 53) is limited, at JDX's option and to the extent section 64A of the Australian
Consumer Law permits, to replacing the Software or supplying equivalent software, or
paying the cost of doing so.


14. BREACH, ENFORCEMENT AND REMEDIES

14.1 Unlicensed use costs JDX the fee for each Licence that should have been bought,
and the cost of detecting, investigating and enforcing against that use. You agree that
JDX has a legitimate interest in protecting its licensing model and in deterring
unlicensed use.

14.2 If you breach clause 3 or clause 4, you must pay JDX on demand, in addition to any
other remedy:
(a) the then-current list price of a Licence for each Installation made, used or
    distributed in breach; and
(b) an additional amount equal to [100]% of the amount in paragraph (a), which the
    parties agree is a reasonable estimate of JDX's costs of detecting, investigating
    and enforcing against the breach, and is not out of all proportion to JDX's
    legitimate interest.

14.3 Clause 14.2 does not limit JDX's right to claim damages greater than those
amounts, or an account of profits.

14.4 You must reimburse JDX for all costs it incurs in enforcing this agreement against
you, including legal costs on a solicitor and client basis.

14.5 You agree that a breach of clause 3, 4 or 6 would cause JDX harm for which damages
alone would not be an adequate remedy, and that JDX may seek an injunction or other
equitable relief, without proof of actual damage, in addition to any other remedy.

14.6 A breach of clause 3 or 4 may also infringe JDX's copyright. Under the Copyright
Act 1994 a court may award additional damages for flagrant infringement, and commercial
dealing in infringing copies of software, or in devices or services for circumventing
technological protection measures, can be a criminal offence punishable by fines and
imprisonment. JDX will report such conduct to the appropriate authorities and will
pursue every remedy available to it.

14.7 You indemnify JDX against any loss, liability, cost or expense (including legal
costs on a solicitor and client basis) arising from any breach of clause 3, 4 or 9 by
you or by anyone you allow to use the Software.


15. VERIFICATION AND AUDIT

15.1 On JDX's written request, and no more than once in any 12 months unless JDX
reasonably suspects a breach, you must within 14 days certify in writing the number and
location of all Installations and the Servers they run on.

15.2 If JDX reasonably suspects a breach of clause 3 or 4, you must, on 10 business
days' written notice and during business hours, give JDX or its nominated independent
auditor reasonable access, which may be remote, to verify your compliance. JDX will not
access Customer Data during an audit beyond what is needed to verify compliance.

15.3 If an audit shows unlicensed use, clause 14.2 applies and you must also pay the
reasonable cost of the audit.


16. TERMINATION

16.1 This agreement and your Licence end automatically, without notice, if you breach
clause 3, 4 or 6. JDX may end them by written notice if you commit any other material
breach and do not remedy it within 10 business days of being asked to.

16.2 A Trial ends when its trial period ends.

16.3 On termination you must stop using the Software, uninstall every Installation, and
destroy all copies of the Software and all Licence Files. Customer Data remains yours:
export anything you need before uninstalling. Uninstalling leaves recorded footage on
the Server.

16.4 Clauses 4, 6, 8, 12, 13, 14, 15 (for 12 months after termination), 16.3 and 17
survive termination.


17. GENERAL

17.1 Governing law. This agreement is governed by the laws of New Zealand. The parties
submit to the non-exclusive jurisdiction of the courts of New Zealand. JDX may also
bring proceedings to protect its intellectual property in any court with jurisdiction.
This clause does not take away any right you have under the Consumer Guarantees Act
1993 or the Australian Consumer Law.

17.2 Entire agreement. This agreement, together with any order or quote JDX accepts in
writing, is the entire agreement about the Software and replaces all earlier
representations. If they conflict, this agreement prevails unless the order expressly
says otherwise.

17.3 Assignment. You may not assign or transfer this agreement or a Licence without
JDX's prior written consent. JDX may assign this agreement to a purchaser of its
Software business.

17.4 Changes. JDX may update this agreement for future releases. The version you
accepted governs the release you accepted it for.

17.5 Severability. If any provision is invalid or unenforceable, it is read down to the
extent necessary, and the rest of this agreement continues in full effect.

17.6 Waiver. A failure or delay by JDX in enforcing a right is not a waiver of it.

17.7 Notices. Notices to JDX must be in writing to [EMAIL AND POSTAL ADDRESS]. JDX may
give notice to you by email to the address you gave when obtaining the Licence.


Contact: [JDX LEGAL ENTITY NAME], [EMAIL], [PHONE], jdxsecurity.com

Copyright (c) 2026 [JDX LEGAL ENTITY NAME]. All rights reserved.