EULA (End User License Agreement)

SOFTWARE LICENCE TERMS

END USER LICENCE AGREEMENT

Matt Jones LD grandMA3 Plugin Software

Licensor: Matt Jones trading as Matt Jones LD

Effective date: 1 January 2026

Version: 1.0

Applies to: All Matt Jones LD plugins, updates, documentation, licence files and related materials

IMPORTANT - READ BEFORE INSTALLING OR USING

This EULA is a legally binding agreement. By affirmatively accepting it, downloading, installing, activating or using a Plugin after being given a reasonable opportunity to review these terms, you agree to be bound by them. If you do not agree, do not download, install, activate or use the Plugin.

The Plugin is licensed, not sold. Payment for a licence key or activation grants only the limited usage rights stated in this EULA. It does not transfer ownership of the Plugin, its source code, its design, or any intellectual property rights.

1. Definitions

Authorised Device means a USB drive, grandMA3 console or grandMA3 onPC system validly registered against an available seat for the applicable Licence Key.

Authorised User means the individual licensee, or the licensee's employees and individual contractors who use the Plugin solely for the licensee's internal production activities and remain under the licensee's control.

Documentation means all instructions, release notes, user guides, interfaces and supporting materials supplied by the Licensor.

Intellectual Property Rights means all present and future copyright, moral rights, trade marks, confidential information, know-how, database rights, design rights and other proprietary rights anywhere in the world.

Licence Key means the unique code, certificate, activation credential or other entitlement issued or recognised by the Licensor for a Plugin.

Plugin means each software plugin, script, compiled or obfuscated release, source code component, update, patch, licence component and Documentation supplied by or for Matt Jones LD under this EULA.

Reauthorisation means any act that enables, restores, extends, transfers, duplicates or purports to grant use of a Plugin without the Licensor's written approval, including generating or replacing credentials, resetting or manipulating seats, signing or re-signing code, bypassing activation, or operating an unauthorised licensing service.

Source Code means the human-readable form of the Plugin and all comments, structure, logic, algorithms, methods, data models, build materials and development documentation, whether un-obfuscated, decompiled, reconstructed or otherwise derived.

2. Agreement and acceptance

You must be at least 18 years old and legally capable of entering this EULA. If you accept on behalf of a company or other organisation, you warrant that you have authority to bind it, and references to you include that organisation.

The order confirmation, applicable product page and licence record identify the Plugin, Licence Key, authorised seat quantity and licensee. Those records form part of this EULA. If they conflict with this EULA, the order record controls only the commercial particulars; this EULA controls intellectual property ownership and permitted use.

3. Limited licence grant

Subject to payment, valid activation and continuing compliance with this EULA, the Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the object-code or obfuscated public release of the Plugin:

•     only with the compatible grandMA3 software version or hardware environment for which the Plugin was supplied;

•     only on the number of Authorised Devices permitted by the applicable licence-seat record;

•     only for your own internal creative, programming, rehearsal, production and show-control activities; and

•     only by Authorised Users acting for you and subject to your supervision.

No other right is granted. Any use outside this clause requires the Licensor's prior written permission.

4. Ownership and reservation of rights

The Licensor owns and retains all right, title and interest in and to the Plugin, Source Code, Documentation, licensing system, user-interface designs, algorithms, trade marks and all modifications, updates and derivative works, including all Intellectual Property Rights in them.

Possession of a Plugin file, Licence Key, decrypted material, development copy or Source Code does not create any ownership right. All rights not expressly granted are reserved to the Licensor.

Any feedback, suggestion, error report or improvement idea you voluntarily provide may be used by the Licensor without restriction or payment. You assign to the Licensor any Intellectual Property Rights that may arise in material you specifically create as a proposed modification to the Plugin, and you must execute documents reasonably required to confirm that assignment.

5. Prohibited conduct

Except to the minimum extent that an applicable law gives you a right that cannot lawfully be excluded, you must not, and must not permit, assist, encourage or enable another person to do any of the following.

No reproduction, copying or republication

•     reproduce, copy, duplicate or store the Plugin or Source Code, in whole or in part, except for the strictly necessary technical copies and permitted backup described in this EULA;

•     republish, post, upload, transmit, communicate, mirror, archive or make the Plugin, Source Code or Documentation available on any website, repository, forum, marketplace, file-sharing service, cloud drive, social platform or other public or private distribution channel;

•     include the Plugin or any part of it in a library, bundle, package, training resource, template, showfile, repository or downloadable product supplied to another person; or

•     photograph, screen-capture, print, disclose or otherwise reproduce Source Code or confidential development material.

No redistribution, transfer or commercial exploitation

•     sell, resell, rent, lease, lend, sublicense, assign, gift, distribute, host, timeshare or transfer the Plugin, a Licence Key, an activation, an Authorised Device or access to any of them;

•     use the Plugin to provide a hosted, bureau, software-as-a-service, licensing or activation service for third parties;

•     separate a Licence Key from the authorised customer account or transfer ownership except through a transfer expressly approved and recorded by the Licensor; or

•     represent that you authored, own, publish, license or are authorised to license the Plugin.

No modification or Source Code use

•     modify, edit, adapt, translate, port, patch, enhance, rearrange, merge, alter or create derivative works from the Plugin or Source Code;

•     change the Plugin's branding, authorship, copyright notices, licence checks, product identifiers, signatures, public keys, server addresses or security controls;

•     compile, build, execute, disclose or use Source Code, if obtained, for any purpose;

•     use any part of the Plugin or Source Code to develop, train, improve, benchmark or assist a competing or substantially similar product; or

•     submit the Plugin, Source Code or material derived from it to an artificial-intelligence, machine-learning, code-analysis or automated transformation service.

No reverse engineering or circumvention

•     reverse engineer, decompile, disassemble, decode, decrypt, unobfuscate, inspect, trace or otherwise attempt to discover or reconstruct Source Code, algorithms, file formats, protocols or internal operation;

•     probe, bypass, defeat, disable, interfere with or circumvent licence activation, signature verification, seat controls, revocation controls, expiry controls, download controls, encryption, obfuscation or other technical protection measures;

•     derive, forge, clone, share, manipulate or reuse Licence Keys, certificates, device identities, activation responses, signatures or server responses;

•     perform or facilitate Reauthorisation, or operate or use an unauthorised replacement, emulator, proxy, mirror or imitation of the Licensor's licensing service; or

•     publish or share instructions, tools, exploits, keys or technical information intended to enable any prohibited act.

If a non-excludable law permits limited reverse engineering, interoperability work or another restricted act, you may exercise that right only to the minimum extent and for the sole purpose permitted by law. Where lawful, you must first give the Licensor written notice and a reasonable opportunity to supply the necessary information on reasonable terms.

6. Licence Keys, activation and USB seats

Each Licence Key is confidential and may be used only for the Plugin and customer account to which it was issued. You are responsible for safeguarding Licence Keys and Authorised Devices and for all use occurring through them.

•     You must not disclose a Licence Key except to an Authorised User who requires it for permitted use.

•     A seat authorises one registered USB identity or other device identity at a time, as recorded by the Licensor's system.

•     Seat resets, ownership changes and replacement credentials may be performed only by the Licensor through the authorised administration process.

•     The Licensor may reject invalid, duplicated, manipulated, suspended or revoked credentials and may require reactivation following a legitimate seat reset, product update or security event.

•     A successful activation does not waive a breach or validate unauthorised possession of a Plugin or Licence Key.

You must notify the Licensor promptly if a Licence Key or Authorised Device is lost, compromised, shared without permission or suspected of unauthorised use.

7. Permitted technical and backup copies

You may make only those temporary technical copies automatically required to download, install and run the Plugin on an Authorised Device. You may retain one secure archival backup of the unmodified public release solely for disaster recovery.

Every permitted copy remains the Licensor's property, must retain all notices and protections, must be inaccessible to unauthorised persons and must not be used to increase the licensed seat quantity. On termination, you must delete all copies, subject to any non-excludable legal right to retain one.

8. Updates, compatibility and support

The Licensor may provide updates, fixes or replacement releases at its discretion. Unless expressly stated otherwise, an update is part of the Plugin and is governed by this EULA or the licence terms supplied with that update.

Updates may change compatibility, security controls, licence verification, product identifiers, supported grandMA3 versions or features. The Licensor may include a current revocation list or require reactivation to protect against compromised or unauthorised licences.

No promise of future functionality, indefinite compatibility, source-code access, maintenance or support is made unless it is expressly included in a separate written support agreement. The Licensor is not responsible for changes made by MA Lighting, operating-system vendors or other third parties.

9. Confidentiality and security

Source Code, private signing material, master keys, non-public technical information, licensing protocols, unpublished builds and security information are confidential information of the Licensor. If you obtain any such information, whether intentionally or inadvertently, you must:

•     keep it strictly confidential and protect it using at least reasonable security measures;

•     not use or disclose it except as expressly authorised in writing by the Licensor;

•     immediately notify the Licensor and follow reasonable containment and return instructions; and

•     permanently delete or return it on request.

10. Online services and technical data

Activation, status checking, customer-portal and update-download functions may communicate with systems operated for the Licensor. Those systems may process the Licence Key or public licence identifier, Plugin identifier and version, device or USB identifier, activation status, network address, timestamps and diagnostic information reasonably required to operate, secure and support the licensing service.

You must not submit personal information through the Plugin except as required for licensing or support. The Licensor will handle personal information in accordance with its applicable privacy notice and Australian law.

11. Third-party platforms and components

grandMA3 and related names are products or trade marks of their respective owners. Unless expressly stated, the Plugin is independently developed by Matt Jones LD and is not endorsed, sponsored or supported by MA Lighting or any other third party.

Third-party components, if identified in the Documentation, remain subject to their own licence terms. This EULA does not grant rights in third-party software, showfiles, media or content.

12. Australian Consumer Law and warranties

NON-EXCLUDABLE RIGHTS

Nothing in this EULA excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law or other law that cannot lawfully be excluded, restricted or modified.

Subject to those non-excludable rights, the Plugin is supplied on an 'as available' basis. To the maximum extent permitted by law, the Licensor excludes all implied conditions, warranties and representations, including uninterrupted operation, error-free operation, fitness for an unstated purpose and compatibility with future versions of third-party software or hardware.

Where the law permits liability for a failure to comply with a statutory guarantee to be limited, the Licensor's liability is limited, at the Licensor's option, to replacing or repairing the Plugin, supplying an equivalent Plugin, supplying the service again, or paying the reasonable cost of doing so.

13. Limitation of liability

To the maximum extent permitted by law, the Licensor is not liable for indirect, incidental, special, exemplary or consequential loss, loss of profit, revenue, opportunity, goodwill, data or production time, show interruption, venue costs, equipment costs, third-party claims or the cost of substitute services arising from or connected with the Plugin.

You are responsible for testing the Plugin, maintaining current backups and using appropriate production safeguards before relying on it in rehearsal, live performance or safety-critical workflows.

To the maximum extent permitted by law, the Licensor's total aggregate liability arising from or connected with a Plugin is limited to the amount you paid for that Plugin during the 12 months immediately before the event giving rise to the claim. This limitation does not apply to liability that cannot lawfully be limited, or to the Licensor's fraud or wilful misconduct.

14. Indemnity for prohibited use

To the extent permitted by law, you indemnify the Licensor against loss, damage, liability, cost and reasonable legal expense arising from your unauthorised reproduction, republication, distribution, modification, disclosure, Reauthorisation, circumvention, infringement of Intellectual Property Rights, or breach of confidentiality. This indemnity is reduced to the extent the loss was caused by the Licensor's negligence, fraud or wilful misconduct.

15. Term, suspension and termination

This EULA begins when you first accept, download, install, activate or use the Plugin and continues until terminated. The usage licence is perpetual for the licensed release unless the order states a term, but remains conditional on compliance with this EULA.

The Licensor may suspend access or terminate this EULA immediately by notice if you materially breach it, infringe or threaten the Licensor's Intellectual Property Rights, compromise the licensing system, engage in Reauthorisation, or fail to remedy another breach within 14 days after notice where that breach is capable of remedy.

On termination, all granted rights end immediately. You must stop using the Plugin, remove it from all devices and storage, destroy all copies and credentials, and certify compliance on request. Clauses concerning ownership, prohibited conduct, confidentiality, liability, indemnity, enforcement and general terms survive termination.

16. Enforcement and remedies

You acknowledge that unauthorised copying, republication, modification, Source Code use, disclosure, circumvention or Reauthorisation may cause harm that is difficult to quantify. In addition to any other remedy, the Licensor may seek urgent injunctive or equitable relief to prevent or restrain an actual or threatened breach, without limiting any claim for damages, account of profits, delivery up or legal costs available under law.

The Licensor may preserve and use licensing, activation and download records reasonably necessary to investigate suspected misuse and enforce this EULA, subject to applicable privacy and evidence laws.

17. Assignment and authorised transfers

You may not assign, novate or transfer this EULA, a Plugin, Licence Key, activation or Authorised Device to another person without the Licensor's prior written approval and completion of the Licensor's ownership-transfer process.

The Licensor may assign or novate this EULA as part of a sale, restructure or transfer of the Plugin Development business or Intellectual Property Rights, provided that the assignee assumes the Licensor's relevant obligations.

18. General terms

Governing law. This EULA is governed by the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from them.

Electronic agreement. The parties agree that this EULA may be formed and accepted electronically and that electronic records may evidence acceptance, activation, notices and transactions.

Entire agreement. This EULA, the order record and any incorporated written terms form the entire agreement concerning the Plugin and replace prior discussions or representations on that subject.

Variation. The Licensor may issue revised terms for future purchases or updates. A revision does not retrospectively change an existing licence unless you expressly accept it or the change is reasonably necessary for security, legal compliance or operation of an online service and does not materially reduce your paid usage rights.

Severability. If a provision is invalid or unenforceable, it is to be read down to the minimum extent necessary, and the remaining provisions continue in effect.

No waiver. A delay or failure to enforce a right is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

Relationship. Nothing creates a partnership, employment, agency, fiduciary or joint-venture relationship.

Notices. Notices to the Licensor must be sent to the contact details below. Notices to you may be sent to the email address associated with the customer or licence record.

19. Contact

Licensor: Matt Jones trading as Matt Jones LD

Email: matt@mattjonesld.com

Website: https://mattjonesld.com

SCHEDULE 1

Licensed plugin families

This EULA applies to all software supplied under the Matt Jones LD brand, including current and future versions, renamed products, successor products, bundles and updates. Current plugin families include:

•     Create New Song

•     Fader Master

•     Song Assets View Update

•     Song Manager

•     Tag Manager

•     Timecode Assistant

•     Timecode Offset Manager

•     Timecode Watchdog

A bundle grants separate usage rights only for the plugin products expressly listed in the applicable order. It does not merge, transfer or expand Intellectual Property Rights.

Future products

The Licensor may add other plugins to the Matt Jones LD catalogue. This EULA applies to a future product when the product page, order, download, activation screen or accompanying documentation identifies this EULA.

SCHEDULE 2

Licence particulars

The following particulars are taken from the order confirmation and the Licensor's licence-server record. They may be supplied electronically rather than completed in this document.