1. Definitions

"Affiliate" means a subsidiary, namely, a corporation, company, or other entity, directly or indirectly, controlled by one of the Parties. For purposes of this definition, "control" shall mean to have, directly or indirectly, the ownership of more than 50% of the shares (or on other grounds have the right to elect or appoint, directly or indirectly, the majority of the board of directors, or a similar managing authority). For the purpose of this definition, the Company can only include Affiliates that have their registered address in the Country.

“Confidential Information” means any kind of business, commercial, price, product, proprietary or technical information and data that is disclosed between the Parties in connection with their relationship as described in these Terms and the Program, irrespective of the medium in which such information or data is embedded, irrespective of whether such information or data is disclosed orally, visually or in a tangible form or via electronic communication, and irrespective of whether or not the information is marked "Confidential" or similarly identified by the disclosing party. Confidential information shall not include any information that, at the time of the Company’s enrollment in the Program, is already in the public domain, or subsequently becomes available to the public through Milestone’s website, social media channels, or otherwise made publicly available by Milestone.

"Company" means the business entity, as identified in the application form on Milestone’s website that has accepted these Terms; and Company’s Affiliate(s) submitted to the Program by the Company in accordance with Clause 2.4 of these Terms. Upon the Company’s enrollment in the Program, the Company shall obtain the status of a Milestone Partner and shall be referred to as a “Milestone Partner” or “Partner” for the purposes of the Program.

“Country” means the country related to the Company’s participation in the Program, i.e., the country where the Company and the included Company Affiliates have their registered address.

“End User” means a person or entity who purchases the Milestone Products for own use.

“EULA” means the Milestone End-User License Agreement, including any applicable Milestone Terms of Service or Terms of Use, which set forth the terms and conditions governing the licensed use of the Milestone Products by End Users.

“First Line Support” means all non-technical and technical requests characterized as routine in nature and typically resolved through existing documentation including knowledge base articles, manuals, guides, historical case data and previously released hotfixes.

“Intellectual Property Rights” means all worldwide, current or future (i) patents, patent applications and patent rights; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (iii) rights relating to the protection of trade secrets and confidential information; (iv) trademarks and service marks (registered or unregistered), or any mark embodying product goodwill or indications of origin, (v) rights analogous to those set forth herein and any other proprietary rights relating to tangible and intangible property; and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

“Material Change” means a significant modification to these Terms and/or the Program that materially alters or affects the rights or obligations of either Party, impacting the value, feasibility, or purpose of these Terms and the Program to such a degree that a reasonable person would consider it important enough to potentially not enter into the Program if the change was made.

"Milestone" means Milestone Systems A/S.

“Milestone Distributor” means an authorized distributor of Milestone that has entered into a Milestone Distributor Partner Agreement with Milestone and has been granted a license to market and resell the defined categories of Milestone Products to Milestone Partners within the Territory.

“Milestone Partner Program (MPP) Arcules Addendum” means the addendum to these Terms that set forth the supplementary terms and conditions governing the Company’s right to purchase Arcules, a cloud-based video management system offered by Milestone, namely, Arcules subscription SKUs, directly from Milestone, as well as the Company’s right to market and sell the Solution to End Users in the Territory.

"Milestone Products" or “Products” means the Milestone software products (i.e., Milestone licenses for such software), including Milestone cloud-based video management system, such as Arcules VSaaS, Milestone hardware products, Milestone Care™, and other Milestone products and services offered to Company and Company’s Affiliates through the Program.

“Milestone Partner Portal” or “Partner Portal” means the Milestone website where information on the Milestone Partner Program is published, and which is located at https://partner.milestonesys.com/.

“Milestone Recommended Price List” means Milestone’s non-binding manufacturer’s suggested retail prices (MSRP) for sales of the Milestone Products to End Users, as provided and updated by Milestone from time to time.

“Notice” means information provided in writing in accordance with these Terms, which has binding effect on the Parties’ rights and obligations under these Terms. The Notice requirements are set out in Clause 11 (Notices).

“Party” and “Parties” means Milestone and the Company.

"Program" means the Milestone Partner Program offered to the Company, which includes requirements, eligibility for benefits, discounts, and license to sell and market specific Milestone Products in the Territory. The Program includes at all times the current Program Guide, Milestone policies, procedures, and Milestone requirements (“Milestone Policies”), all of which are an integrated part of the Program and are published on the Program Website, and which from time to time, as deemed necessary and appropriate by Milestone, may be changed and amended and/or new Milestone Policies may be included in the Program.

“Product Tracks” means a defined suite of Product offerings. Access to one or more Product Tracks, and the right to sell the Products within those Product Tracks, is subject to the eligibility and

“Program Guide” means the guide that provides the information and guidance regarding the Program and its requirements, which is available on the Program Website.

“Program Tier” means the revenue-based level assigned to a Company under the Program, which determines the standard discounts and benefits available to that Company.

"Program Website" means Milestone’s website where information on the Program is published and/or the website currently located at https://partner.milestonesys.com/ (Milestone Partner Portal), or equivalent local site, or a successor site designated by Milestone. The Program Website provides tools and information about the Program.

“Terms" means these Milestone Partner Program Terms and Conditions.

“Territory” means the geographical area in which the Company is provided license rights under these Terms. The Territory is identical to the Country where the Company and Company’s Affiliates have their registered address or a place of incorporation. The EU/EEA and Switzerland is one Territory.   

2. The Program 

2.1 Enrollement

The Company acknowledges that these Terms are offered to the Company conditioned upon Milestone’s acceptance of the Company to the Program in accordance with Milestone’s internal compliance policies, in relation to, but not limited to, export control, corruption, anti-bribery, GDPR and/or competition laws.  After Company has accepted these Terms, Milestone will contact the Company in relation to Milestone’s acceptance of the Company to the Program, the practicalities around the Program, and the inclusion of the Company Affiliates to the Program, if applicable, cf., Clause 2.4. (Company’s Affiliates).

2.2 Appointment

Upon the Company’s enrollment in the Program, Milestone appoints the Company as a non-exclusive authorized reseller of the Milestone Products in the Territory, and all Product Tracks will be made available to the Company, subject to these Terms and the Program.

The Company may obtain a license to market and resell Milestone Products under a specific Product Track only upon fulfilling all requirements associated with that Product Track as defined in the Program. Accordingly, unless explicitly stated otherwise in the Program, the license to resell Milestone Products is not automatically granted upon the Company’s enrollment in the Program, but only after the Company has satisfied the specific requirements applicable to the relevant Product Track.

Upon the Company’s fulfillment of the applicable Product Track requirements under the Program, as confirmed by Milestone, Milestone grants to the Company, and the Company hereby accepts, a non-exclusive, limited, and revocable license to market and resell the Milestone Products under the relevant Product Track within the Territory to End Users, subject to these Terms and the Program. The Company shall purchase and sell the Milestone Products in its own name, for its own account, and at its own risk and cost. Milestone reserves the right, at its sole discretion and subject to the Program requirements, to deny or withhold a license to the Company for any specific Product Track.

In addition to the foregoing, the Company shall be required to execute the MPP Arcules Addendum in order to obtain a license to market and resell Arcules subscription SKUs (referred to therein as the “Solution”).

The Company’s Program Tier, requirements, commitments, discounts, and other benefits are defined in the Program.

The Company’s participation in the Program is voluntary. Nothing in these Terms shall restrict the Company from supporting, promoting, distributing, or using non-Milestone technologies.

2.3 Territory 

The Company may not actively market the Products outside the Territory, unless otherwise agreed in writing by Milestone and/or defined in the Program. Online advertising shall not be considered an act of active marketing by the Company.

For the purpose of this Clause, the EU/EEA and Switzerland are considered one Territory. Within the Territory the Company may sell Products, either actively or passively.

The provisions of these Terms, including Clause 2.2. (Appointment) and this Clause 2.3. (Territory), shall be interpreted and applied by the Parties in compliance with applicable competition laws and shall not limit the Company’s mandatory rights under such laws.

The Company and the Company’s Affiliates must have and maintain a registered address in a Country within the Territory.

2.4 The Company's Affiliates 

The Company’s Affiliates may be included in the Program by their separate acceptance of these Terms and enrollment in the Program by Milestone.

Subject to these Terms and the Program requirements, the Company may also submit its Affiliates to the Program by providing the required information on the Affiliates to Milestone, e.g., Affiliate’s full name, address, contact information, and other information as may be required by Milestone. Such Affiliates will be enrolled in and become subject to these Terms and the Program upon their acceptance by Milestone, as specified in Clause 2.1. (Enrollment). The Company shall be responsible for, and shall ensure, each included Affiliate’s full compliance with these Terms and the Program.

Milestone and/or a Milestone Affiliate shall have the right to enforce these Terms directly against the Company and, as applicable, against any of the Company’s Affiliates related to the issue in question, or against the Company in whole as being jointly and severally liable for the Company’s Affiliates.

Milestone and/or a Milestone Affiliate shall further be entitled to enforce these Terms against the Company and/or the Company’s Affiliates on behalf of itself, Milestone, and/or another Milestone Affiliate, including in respect of any losses incurred by Milestone and/or such Milestone Affiliate(s).

2.5 Milestone Partner Portal

Under the Program, the Company will be given access to the Milestone Partner Portal. Such access is granted via a username and password. Usernames and passwords are individual to the Company’s employees and/or consultants and must be stored in a safe place. Milestone reserves the right to revoke login credentials and/or deactivate a Company’s account on the Partner Portal in the event of suspected misuse or compliance violations. The Company must access and use the Partner Portal in accordance with the Milestone Partner Portal Terms of Use.The Partner Portal contains the latest information pertaining to the Program itself, so it is advisable to reference this on a regular basis.

2.6 Products and pricing 

The Company may access the Milestone’s Manufacturer Suggested Retail Pricing (“MSRP”) information via the Partner Portal, cf., Milestone Recommended Price List. Milestone publishes new or updated price lists with the MSRP for each release of Milestone Products and for any subsequent changes to such price lists, including, but not limited to, MSRP changes, as amended by Milestone from time to time and made available through the Partner Portal. The MSRP represents Milestone’s non-binding recommended retail prices for the Milestone Products.

Milestone reserves the right to change pricing on existing Products, introduce new Products, and announce end of life for Products without further notice.

2.7 Usage of Company information 

The Company hereby grants Milestone a non-exclusive, worldwide, royalty-free right to use the name, logo, address, and contact information of the Company and its Affiliates, as provided in the application form via the Milestone website or via the Partner Portal, or otherwise made available to Milestone. Such use may include referring to and advertising the Company and its Affiliates on Milestone’s website (including, without limitation, the “where-to-buy” section), as well as for general reference, Program management and execution, and related marketing purposes.

2.8 Company's obligations

The Company is obligated to perform its duties under these Terms and the Program, including to:

i. Adhere to and comply with the current Program, including the current Program Guide and Milestone Policies;

ii. Actively market, promote, and sell the Milestone Products subject to these Terms and the Program. The activities shall be carried out in compliance with applicable laws in the Territory, and subject to good business ethics and in a manner which favorably preserves the goodwill of the Milestone Products and Milestone;

iii. Deliver the Milestone Products to End Users in their original form and with all related documentation and material as delivered from Milestone;

iv. Adhere to the Program requirements on training, learning and certification in order for the Company to qualify for selling Milestone Products;

v. Make commercially reasonable efforts to ensure that the Company’s sellers are trained and qualified to secure the upmost professional experience for End Users when acquiring and using the Milestone Products;

vi. Provide End Users with all First Line Support for the Milestone Products, as well as any additional support required under the Program and/or applicable Milestone Policies. Such support shall be delivered by the Company’s qualified, trained, and duly certified personnel. The Company shall cooperate with Milestone in good faith to resolve any support issues that may arise in connection with an End User’s installation; and

vii. The Company is required to fulfill and comply with any other Program requirements, e.g., on technical support, return material authorization process, and End-User’s verification process, etc.

2.9 Marketing Efforts 

The Company agrees to use commercially reasonable efforts to endorse, market, promote and sell the Milestone Products to potential End Users in the Territory. The Company shall be solely responsible for all of its costs and expenses related to its advertising, marketing, promoting, selling, and support of the Milestone Products. The Company shall display, demonstrate and represent the Milestone Products fairly and shall make no representations concerning the Milestone Products that are false, misleading, or inconsistent with those representations set forth in any then-current promotional materials, literature and manuals published and supplied by Milestone. The Company shall not use, and at Milestone’ request shall promptly withdraw and retract, any of the Company’s promotion or advertising materials regarding or relating to the Milestone Products that violate these Terms or applicable marketing laws, or in Milestone sole discretion, reflect negatively on Milestone. If requested by Milestone, the Company will use commercially reasonable efforts to attempt to obtain End User’s consent or agreement to a press release mutually acceptable to Milestone and the Company, announcing End User as a user of the Milestone Product(s). 

2.10 Consent to receive electronic communication

The related contacts for the Company and Company’s Affiliates and all added individuals, including via the Milestone Partner Portal, hereby consent to receive unsolicited electronic communications as well as service messages and notifications from Milestone. Each such unsolicited electronic communication shall provide a clear opt-out option as well as a clear identification of the sender. Unsolicited electronic communications and service messages coming from Milestone shall relate to and be relevant for the business relationship between Milestone and the Company, and, where applicable, the Company’s Affiliates.

3. Trademarks and other intellectual property rights

The Company shall market the Milestone Products using the trademarks, names, logos, trade dress, packaging, and marketing designations as determined by Milestone. The Company may not, in the Territory or elsewhere, apply for or register any trademark, domain name, or company name that may be confused with trademarks owned by Milestone. The Company shall neither directly nor indirectly use Milestone’s name, trademarks, or other exclusive rights as part of its own name. The Company shall not alter or remove any references to rights, trademarks, or similar notices stated in the Milestone Products or in the media upon which the Products are delivered.

Any advertising or other materials prepared by the Company for publication or other use which contains the name of Milestone and/or Milestone Products must comply with the Milestone’ then-standard written trademark and logo usage policy. Furthermore, any press release or public communication relating to the Company’s engagement with Milestone or the use of Milestone Products by End Users shall require Milestone’s prior written approval. Without such prior approval, the Company shall have no right to refer to Milestone or to use the Milestone Trademarks (as defined below) in connection with any such press release or communication.

Except for the limited licenses granted under these Terms, the Company is not granted any right, title or license to any Milestone trademarks by these Terms, or to names, marks, logos, designs, trade dress and other brand designations used by Milestone and its Affiliates in connection with the Milestone Products (“Milestone Trademarks”). Unless terminated earlier at Milestone’s sole discretion, any such authorization or license shall automatically cease upon the termination of the Company’s membership in the Program and these Terms, and all rights granted hereunder shall immediately revert to Milestone.

Subject to the limited rights expressly granted to the Company under these Terms, the Company acknowledges and agrees that Milestone retains all right, title, and interest in and to the Milestone Products, including, without limitation, all software applications, tools, analytics, functionalities, features, documentation, and data associated therewith (except for any third-party Intellectual Property Rights embodied in the Milestone Products and any data owned by End Users). Milestone further retains all rights, title, and interest in and to the Milestone Trademarks, and all related patents, copyrights, trademarks, trade secrets, software, technology, know-how, inventions (whether or not patentable), and all other proprietary and intellectual property rights, together with any and all improvements, corrections, adaptations, derivatives, enhancements, modifications, updates, and revisions thereto (collectively, “Intellectual Property Rights”). All rights in and to the Milestone Products and Milestone Trademarks not expressly granted to the Company under these Terms are hereby reserved by Milestone, and no additional licenses or rights are granted or implied by virtue of these Terms or otherwise.

Milestone shall own all rights, title, and interest in and to any feedback, requirements, recommendations, ideas, comments, or other suggestions relating to the Milestone Products that are disclosed or submitted to Milestone by the Company, its employees, agents, or End Users.

4. Retrictions

The Company shall not, directly or indirectly, and shall not allow End Users to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from, or attempt to circumvent technical measures implemented to deter unauthorized access, use or distribution of, the Milestone Products or other Milestone Confidential Information (defined below); (b) use the Milestone Products or participate in any activities with the Milestone Products in a manner that is prohibited by law or these Terms, or violate third-party rights in any applicable jurisdiction, including Intellectual Property Rights and privacy rights; (c) modify, copy, or create derivative works based on the Milestone Products; (d) frame or mirror any content forming part of the Milestone Products; (e) access the Milestone Products in order to build a competitive product or service similar to the Milestone Products; (f) publish or provide to third-parties (including without limitation, End Users or potential End Users), any performance or comparison tests of the Milestone Products without the prior written approval of Milestone; (g) except as expressly authorized in these Terms, cf., Clause 2.2 sell, rent, lease, transfer, assign, time share, host, or otherwise commercially exploit the Milestone Products to any third-parties; (h) upload or store within the Milestone Products any viruses, worms, time bombs, Trojan horses, or other harmful or malicious code, files scripts, agents or programs; (i) interfere with or disrupt the integrity or performance of the Milestone Products or any Milestone IT systems that are made available under the Program (e.g., Partner Portal); or (j) attempt to gain unauthorized access to the Milestone Products or any Milestone IT systems or networks made available by Milestone under the Program, including without limitation, accessing content or materials not intended for the Company; logging on to an account that the Partner is not authorized to access, or accessing or attempting to access the Milestone Products other than through the currently-available, published and enabled IT systems and interfaces provided by Milestone.

5. Milestone end-user license agreement 

The Company confirms that it has read and understood the EULA and agrees to sell Milestone Products in alignment with its terms. The Company acknowledges and accepts that Milestone may amend the EULA at any time without prior notice. The EULA(s) released with the Products are available on Milestone’s website.The EULA must be accepted by the End User in order to use the Milestone Products. When installing, copying, or otherwise using a Milestone Product, the Company or its installer must ensure that the End User agrees to be bound by the terms of the EULA. If the End User does not accept the EULA, the Company may not install the Milestone Product. In such a case, and if permitted under the EULA, the End User may return the Milestone Product along with all associated materials to the place of purchase for a full refund, subject to the terms offered to the End-User under the Milestone EULA.

6. changes to the program and terms 

6.1 program changes

Milestone reserves the right to modify, supplement, or discontinue the Program or any aspect thereof, including the Program Guide and any Milestone Policies, at its discretion. Minor changes to the Program, Program Guide, or Milestone Policies, excluding material changes, may be implemented without prior Notice. Material changes, including, but not limited to, changes to discounts, thresholds, benefits, or other substantive elements, shall become effective upon a minimum of 30 (thirty) days’ prior written Notice, provided in accordance with Clause 11 (“Notices”).

All changes will be published on the Program Website. The Company is responsible for regularly reviewing the Program Website for updates. The Company shall be bound by all changes to the Program, Program Guide, and/or Milestone Policies as of the date such changes are posted on the Program Website, except where a notice period applies in accordance with this Clause.

6.2 Changes to these terms 

Milestone may modify these Terms from time to time. Minor changes to these Terms may be implemented by publishing the revised Terms on the Program Website. Material changes to the Terms require a minimum of 30 (thirty) days’ prior written Notice provided in accordance with Clause 11 (Notices).

7. Termination

7.1 termination of convenience

The Company may, at any time, terminate its membership in the Program for convenience by informing Milestone in writing, including if the Program and/or these Terms have been materially changed by Milestone.

Milestone may terminate the Company’s Program membership for convenience by providing 30 days’ prior written Notice to the Company.

7.2 termination of cause

Milestone may terminate the Company’s Program membership with immediate effect in case of a material breach of these Terms, including the Program and Milestone Policies, provided, if the breach is capable of remedy, that Milestone has sent to the Company a written Notice of the breach and of the intent to terminate, and the breach has not been remedied within fourteen (14) days from receipt of the Notice. Events of material default which cannot be remedied shall include, but not be limited to, any matter which may discredit Milestone or devalue the brand names used from time to time by Milestone; any new information or regulatory change which may render marketing within the Territory illegal or subject to significantly increased business risks; initiation of insolvency proceedings, bankruptcy, receivership or similar proceedings; any claimed Company’s regulatory compliance breach, such as, but not limited to, any claims for breach of anti-bribery, competition law, or export control requirements; or any events, which could in Milestone’s unilateral view include a direct or indirect risk of Milestone breaching or being exposed to a risk of such anti-bribery, competition law, or export control requirements.

7.3 Effect of termination 

Upon termination of the Company’s membership in the Program, whether for convenience or for cause, the Company shall not be subject to the Program, and the Terms shall not apply to the Company, except for the terms that by their nature will continue to have their legal effect, i.e. Trademarks and other Intellectual Property Rights (Clause 3), Milestone Warranties and Disclaimers (Clause 8), Liability (Clause 9), Confidentiality (Clause 10), and Law and Legal Venue (Clause 20). Also, upon termination of the Company’s membership in the Program, whether for convenience or for cause, the Company shall:

i. have no claim for damages or compensation for loss of goodwill or the like thereof against Milestone;

ii. at Milestone’s option, either promptly return to Milestone or destroy all Confidential Information which the Company has received from Milestone, but for one electronic record for archival purposes solely if needed to document its activities under these Terms in accordance with applicable law;

iii. promptly pay all outstanding invoices to Milestone (if any); and

iv. have all Program rights, discounts, incentives, and any other benefits granted under the Program immediately revoked and terminated, and the Company’s information shall be removed from any public listings on any Milestone owned websites. The Company shall not use the Program label, tier, logos, or any other references to the Program in any way.

8. Milestone warranties and disclaimers

Milestone represents and warrants that it has good transferable title to the Milestone Products and that to its knowledge Milestone has made commercially reasonable efforts to ensure it has sufficient rights to grant licenses under these Terms. Milestone makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Milestone Products and Milestone Trademarks.

Milestone has done its utmost to ensure that the Milestone tools, materials, and documentation made available on the Milestone website and the Program Website, including the Milestone Partner Portal, and also the documentation provided by Milestone with the delivery of the Milestone Products, are accurate. However, errors may occur. Milestone accepts no responsibility or liability for any incorrect material.

Unless Milestone provides a specific warranty for particular Milestone Products, Milestone expressly disclaims any warranty for the Milestone Products. Milestone Products and related documentation are provided without any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Milestone Products will be used and integrated with other third-party products and are installed by third parties or under their instructions, and, therefore, the entire risk arising out of or related to the specific use or performance of the Milestone Products remains with the users thereof.

In the event of any actual material defect or error in a Milestone software product, the sole and exclusive remedy in such event is defined in accordance with and subject to the terms offered to the End-User under the Milestone EULA, cf., Clause 5 (Milestone End-User License Agreement).

Payments offered by Milestone to the Company under the Program, e.g., rebates and other possible payments if offered and defined under the Program, which are not the Company’s Program Tier discount under the Program, shall not be considered or interpreted as Milestone’s obligation, but an intention of a potential incentive offered by Milestone, at Milestone’s discretion and subject to the Program’s requirements, to recognize the Company’s performance under the Program. Milestone’s payments of incentives are furthermore always subject to the Program requirements, applicable law restrictions and limitations; any regulatory and compliance requirements; export control requirements; any event or restriction, which could in Milestone’s unilateral view include a direct or indirect risk of Milestone breaching or being exposed to a risk of anti-bribery, competition law, or export control requirements; or any matter which may discredit Milestone or devalue the brand names, or impose a business risk, as well as Force Majeure event, cf., Clause 18. If a payment in such event cannot in Milestone’s judgment be executed by Milestone, such payment will either not be awarded or if already awarded will be deemed cancelled at Milestone’s sole discretion without any legal and financial consequences whatsoever for Milestone and for the Company, including without any right for the Company to claim damages, refunds, penalties, or any compensation.

9. Liability 

Subject to these Terms, including all disclaimers, exclusions, and limitations of liabilities and indemnities, Milestone’s liability under these Terms, including for any Milestone Products and any services offered to the Company under the Program, whether in contract or in tort, shall be determined in accordance with the governing law (Clause 20) and only to the extent that such liability may not be contractually waived or limited.

Milestone assumes product liability only to the extent that the product liability may not be contractually waived but disclaims product liability on any other basis. The exclusions and limitations of these Terms shall also apply to any product liability.

Milestone’s total liability and indemnification obligations under these Terms and the Program, whether in contract, tort, or otherwise, shall be limited to direct losses only, and shall expressly exclude any indirect, incidental, special, and consequential losses, including, without limitation, damages for loss of business profits, business interruption, loss of business information and/or personal data; and in any event, Milestone’s aggregate liability shall be limited to an amount actually paid for the Milestone Products causing the event for the liability or indemnification or EUR 20,000 (twenty thousand Euro), whichever is the lowest.

Milestone shall have no responsibility and indemnification obligations for any and all infringement claims where the alleged infringement is due to any interoperations, improvements, modifications, alterations, or integrations made to or with the Milestone Products performed by anyone other than Milestone, or performed by Milestone under the instructions of the Milestone Distributor, the Milestone Partner, or End User, or any third party acting on their behalf, including but not limited to events where:

(i) the Product has been in any way modified or altered after delivery by Milestone to the Milestone Distributor or Milestone Partner, as applicable, and the third-party claim would not have arisen but for such modification or alteration; or

(ii) the Product is combined with other hardware, software, or other systems and the third-party claim would not have arisen but for such combination; or

(iii) the Milestone Distributor, Milestone Partner, or End-Users’ use of the Product is in a manner not expressly contemplated by the documentation accompanying the Product and the third-party claim would not have arisen but for such use; or

(iv) the Product was designed or modified according to the specifications or requirements provided by or on behalf of the Milestone Distributor, the Milestone Partner, or End User.

10. Confidentiality

Milestone Confidential Information includes, without limitation, the Milestone Products and Milestone Intellectual Property Rights, APIs, software, websites, tools, documentation, specifications, and support and training materials, and all non-public Product information and data, including without limitation, information and data relating to the performance, functionality, roadmaps, flaws, and requirements of the Products. These Terms and the Program, including all Milestone Policies implemented by Milestone under the Program, Milestone Recommended Price List, and any other information that is made available by Milestone to its Partners under the Program, all and any of it, also constitute the Milestone Confidential Information.

The Company shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Milestone Confidential Information with the same degree of care, but in no event less than reasonable care, as used to protect the Company’s own Confidential Information of similar nature. The Company shall not use any Milestone Confidential Information in furtherance of any activity or business competitive with the Milestone Products; or exploit opportunities that the Company encounters solely due to Milestone' efforts or otherwise learns solely from Milestone. Any Confidential Information obtained by the Company must be returned, destroyed, and otherwise kept confidential after the Company’s membership in the Program is terminated. Any misuse of the Confidential Information shall be considered a material breach of these Terms.

If the Company is required, pursuant to a legal proceeding or other legal or regulatory requirement, to disclose any Milestone Confidential Information, reasonable prior written Notice shall be given to Milestone in order to contest, seek a protective order, or otherwise limit such disclosure. The Company may disclose these Terms to its financial and legal advisers and current and potential lenders, acquirors and investors under written terms of confidentiality.

Milestone may, for a specific and defined purpose, enter into a separate non-disclosure agreement to protect the Company’s Confidential Information disclosed to Milestone solely for that purpose.

11. Notices

Milestone may provide Notices of changes to these Terms and/or the Program via written information on the Program Website. No separate Notice via email or other written communication to the Company’s contact person shall be required unless the changes constitute Material Changes, are explicitly required under these Terms, or Milestone decides otherwise.

For Material Changes to these Terms and/or the Program, Milestone shall provide at least 30 days’ prior Notice via written information on the Program Website as well as via e-mail or other written communication to the Company’s contact person as registered with Milestone under the Program.

Other Notices to be provided under these Terms shall be sent via e-mail or other written communication to the Company’s contact person as registered with Milestone under the Program; or to the Company contact in Milestone and/or to another email designated by Milestone if a written notification is required from the Company.

Notices to be provided by Milestone under these Terms via email or other written communication, aside from those published on the Program Website or Milestone Partner Portal, shall be sent to the e-mail address provided by the Company through the Program on the Milestone Partner Portal, specifically, the contact data of the Portal Users. The Company must keep its notice information updated at all times. Milestone reserves the right to consider the Admin Portal Users as the primary contacts for the Company and to send any and all relevant Notices as well as other communication and information under these Terms and the Program only to such Admin Portal Users. If the contact data provided by the Portal User is not accurate, the Company assumes the risk of not receiving Notices and information under these Terms and the Program. Milestone disclaims all responsibility and liability for any non-receipt of such Notices and communications by the Company. For definitions of “Portal User” and “Admin Portal User”, please refer to the Milestone Partner Portal Terms of Use.

12. Assignment 

The Company shall have no right to transfer or assign its rights or obligations under the Terms without the prior written consent of Milestone. Milestone and Milestone Affiliates may transfer all rights and obligations under the Terms to a Milestone Affiliate, or to a third party in connection with the sale of a part or all the assets or shares of Milestone and/or a Milestone Affiliate.

13. Independent contractors 

The Parties remain independent parties, and nothing in these Terms shall create a partnership, franchise, joint venture or agency; and neither Party will have the right, power or authority (whether expressed or implied) to enter into or assume any duty or obligation on behalf of the other Party.

14. Export control

The Company and its Affiliates shall be in compliance with all sanctions laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). The Company shall not involve any sanctioned persons in any capacity in any part of the performance under these Terms and the Program.

The scope of the Company’s rights under these Terms shall be subject to any applicable Sanctions Laws, including sanctions, export control regulations or other trade restrictive measures imposed by the United Nations, the United States of America, the United Kingdom, Denmark and/or the European Union. The Company shall not disclose information, sell, export, or re-export, divert or otherwise transfer any Milestone Products, whether directly or indirectly, sold or otherwise provided by Milestone to any destination or legal or natural person, if such action is prohibited by, or subject to any applicable sanctions, export control regulations, or other trade restrictive measures. The Company shall not market or sell the Milestone Products to any sanctioned persons or within any sanctioned jurisdictions.

The Company must have processes and policies in place to comply with all applicable trade compliance laws and regulations, and to verify the legitimacy and compliance of the End Users. Milestone shall not be obliged to sell, transfer or otherwise deliver any Milestone Products, if such sale, transfer, or delivery would be prohibited pursuant to applicable sanctions or export control laws or regulations.

The Company shall not take any action that would cause Milestone to be in violation of Sanctions Laws. The Company’s failure to comply with this Clause 14 shall be deemed a material breach of these Terms, and the Company shall notify Milestone immediately if it violates or reasonably believes that it will violate any terms of this provision. The Company agrees that Milestone may take any and all actions required to ensure full compliance with all Sanctions Laws without incurring any liability.

15. Anti-corruptions laws

Each Party shall comply with all applicable laws prohibiting corruption, commercial bribery, and improper payments to Government Officials, commercial bribery, money laundering, and other similar anti-bribery and anti-corruption laws and regulations, including but not limited to, the U.S. Foreign Corrupt Practices

Act and the U.K. Bribery Act of 2010 (“Anti-corruptions Laws”). Neither Party may at any time, directly or indirectly, through employees or third parties, pay, offer, give, or promise to pay or give, or authorize the payment of, any monies or any other thing of value to influence the improper performance of any individual government officials and employees of state-owned/government enterprises.

The Company shall not take any action that would cause Milestone to be in violation of Anti-corruption Laws. The Company’s failure to comply with this Clause 15 shall be deemed a material breach of these Terms, and the Company shall notify Milestone immediately if it violates or reasonably believes that it will violate any terms of this provision. The Company agrees that Milestone may take any and all actions required to ensure full compliance with the Anti-corruption Laws without incurring any liability.

16. Responsible technology & Copenhagen clause 

Responsible technology is a priority at Milestone. Milestone has adopted and will implement the G7 Code of Conduct for advanced Artificial Intelligence systems. Milestone is a signatory to the Copenhagen Letter, a technology declaration to aspire to open and honest conversation about the power of technology and how technology should enhance the quality of life. We who shape technology must reflect on how technology affects human needs and behaviors, and how we further the responsible use of technology. Milestone encourages our Partners not only to involve themselves in this important discussion on responsible use of technology, but to also adopt and implement the G7 Code of Conduct for advanced Artificial Intelligence Systems.

17. Company due diligence and audit 

Milestones reserves the right at all times to implement a compliance program on its Partners and reserves the right to audit the Company and/or its Affiliates under the Program, by providing prior written notice at any time on compliance related matters, including global trade compliance, during the term of Company’s membership under the Program.

In addition to the audit right, Milestone reserves the right to ask for the information that is relevant for and related to the execution of these Terms and/or the Program, or for the information that is relevant for Milestone’s compliance policies and/or responsible technology principles (the “RFI”). In case of any RFI, the Company and/or its Affiliate, as applicable, shall provide the required information within 30 days from the date the RFI is received by the respective Party or as soon as practicable.

18. Force Majeure

Neither Party shall be liable for loss or damage inflicted on the other Party as a direct or indirect consequence of the non-performing Party being delayed or prevented in performance of its obligations under the Terms if caused by an event which is unforeseeable, beyond the control of the non-performing Party, and cannot be remedied by the exercise of commercial reasonable efforts (“Force Majeure”). Force Majeure shall include without limitations acts of God, natural disasters, acts of government, import and export regulations or any risk thereof, war and mobilization, strikes, lock-out, fire, damage to production plant, acts of terror or cybersecurity attacks. The Party affected shall be relieved from its obligations (or part thereof) as long as performance is prevented due to Force Majeure. However, the Company shall not be excused from any obligation of payment. The Party affected shall promptly notify the other Party. In case of Force Majeure, Milestone may suspend the Company’s membership in the Program for the term defined by Milestone. During such suspension, the Company cannot exercise or enforce any of its rights and benefits under these Terms and the Program, including the license granted under this Agreement, cf., Clause 2.2. (Appointment). Either Party may terminate the Agreement if the event of Force Majeure continues for more than forty-five (45) days.

19. Entire agreement

These Terms, together with the Program, including the Milestone Policies as implemented by Milestone, constitute the entire agreement between the Parties. All prior agreements and negotiations, as well as communications, confirmations, and statements, including, without limitation, those made by Milestone in writing, such as by email or otherwise, during the Parties’ engagement under the Program, are hereby superseded and shall not constitute an agreement or commitment between the Parties, unless expressly set forth otherwise in writing and executed by duly authorized representatives of both Parties. Milestone reserves the right to make changes or amendments to these Terms and/or the Program, as stated herein.

20. Governing law and legal venue 

The Terms shall be governed, interpreted, and construed in accordance with the laws of Denmark, without giving effect to its choice of laws rules. The Parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or in connection with these Terms, including any disputes regarding its existence, validity, or termination, shall be finally settled by arbitration before the ICC in accordance with its rule of procedure. The tribunal shall consist of one arbitrator in which the appointment shall be effected as set forth in the procedures for constitution of the arbitral tribunal with a sole arbitrator under the ICC Rules of Arbitration. The seat of the Arbitration shall be Copenhagen, Denmark. The procedural laws of such seat of arbitration as applicable to international arbitrational proceedings shall apply where the ICC Rules of procedure are silent. All proceedings shall be confidential and shall be conducted in the English language, unless otherwise agreed by the Parties.

Milestone Systems A/S

January 2026, V.03