BY CLICKING THE “I ACCEPT” BUTTON, THE TECHNOLOGY PARTNER (“PARTNER”) AGREES TO BE BOUND BY THESE MILESTONE TECHOLOGY PARTNER PROGRAM TERMS AND CONDITIONS (“TERMS”) AND THE MILESTONE TECHNOLOGY PARTNER PROGRAM (“TPP” OR ”PROGRAM”), WHICH IS INCORPORATED INTO AND FORMS PART OF THESE TERMS. THESE TERMS ARE BETWEEN THE PARTNER AND MILESTONE, AND THEIR ACCEPTANCE BY THE PARTNER IS A MANDATORY INITIAL PREREQUISITE FOR THE PARTNER’S PARTICIPATION IN THE PROGRAM. 

IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY THAT IS YOUR EMPLOYER OR WITH WHICH YOU ARE OTHERWISE ENAGAGED, YOU REPRESENT AND WARRANT THAT (i) YOU HAVE FULL LEGAL AUTHORITY TO BIND THE COMPANY TO THESE TERMS AND THE PROGRAM, (ii) YOU HAVE READ AND UNDERSTOOD THE TERMS AND THE PROGRAM, AND (iii) YOU AGREE TO THE TERMS AND THE PROGRAM ON BEHALF OF THE COMPANY. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND THE COMPANY, PLEASE DO NOT CLICK “ACCEPT”. PLEASE NOTE THAT IF YOU SIGN UP FOR THE TERMS AND THE PROGRAM USING YOUR COMPANY’S E-MAIL ADDRESS, THEN (A) YOU WILL BE DEEMED TO REPRESENT THE COMPANY, (B) YOUR CLICK AND AGREE WILL BE CONSIDERED BINDING ON THE COMPANY YOU ARE REPRESENTING. 

1. Milestone Technology Partner Program  

1.1  Milestone offers the Technology Partner Program (“TPP” or “Program”) for its Technology Partners and their Affiliates as  accepted to the Program, to build, verify, and market their technology with the Milestone Products included in the Milestone Product Portfolio as defined under the Program. The Program is open to software applications, hardware appliances, and devices that are complementary to the Milestone Products. It is a collaboration program to explore technological synergies and to promote and ease market access to innovative technologies that are Compatible with the Milestone Products.  

1.2  The Partner acknowledges that these Terms, as offered to the Partner, and the Partner’s participation in the Program are contingent upon the following conditions (a) Milestone’s compliance check and acceptance of the Partner into the Program in accordance with Milestone’s internal compliance policies,   including, but not limited to, those related to sanctions, export control, corruption, anti-bribery, and competition laws; and (b) the Partner successfully passing the Milestone Verified process for the Developed Integration submitted by the Partner for the Milestone Verification,  and (c)  any other prerequisites that may be established and required by Milestone under the Program.   

Consequently, after acceptance by the Company, these Terms will not come into effect immediately, other than any and all Clauses with reference to confidentiality (cf., Clause 19), and the Company will not join the Program unless and until the prerequisites are met. If they are met, these Terms will come into effect, and the Company will acquire the Milestone Technology Partner status on the date a written notification of the Company’s acceptance into the Program is sent by Milestone. If they are not met, these Terms will be automatically terminated. In case of termination, no additional prior notice will be required.  

Milestone reserves the right, at its sole discretion, to reject the Company’s application to the Program, regardless of whether the Program's prerequisites are met, including without conducting an application review or checking the Program’s prerequisites as outlined in this Clause 1.2.  

1.3  Subject to these Terms and Program requirements, the Partner may also submit its Affiliates to the Program by providing the required information on the Affiliates to Milestone, specifically, Affiliate’s full name, registered address, and other information if required by Milestone. Such Affiliates will be enrolled and become subject to these Terms and the Program upon their acceptance by Milestone in accordance with the terms defined in the preceding Clause 1.2. The Partner warrants and confirms that it is duly authorized to submit its Affiliates to the Program and is responsible for ensuring that the included Affiliates comply with these Terms and the Program. The Partner’s Affiliates may also be included in the Program by separately accepting these Terms and enrolling in the Program in accordance with them.  

1.4  These Terms set forth the terms and conditions for the Technology Partner’s participation in the Program. Details of the TPP, including requirements and benefits, can be found at the Milestone Partner Portal and/or on the Milestone website, www.milestonesys.com/community/become-a-partner/technology-partner-program/.  

2. Definitions  

2.1  Throughout these Terms, the following capitalized terms have the respective meanings set forth below; terms in the plural shall also include the singular and vice versa.  

"AI System" or “AI” means an engineered or machine-based system, tool or model that can, for a given set of objectives and with varying levels of autonomy, generate outputs such as predictions, recommendations, data or decisions influencing real or virtual environments or content.  

“Affiliate” means a corporation, company, or other legal 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).   

“Company” means a legal entity applying to participate in the Program in accordance with these Terms. The Company may become a Partner, subject to the conditions set forth in Clause 1.2 herein.  

“Compatible” or “Compatibility” means that the Partner Developed Integration, depending on its technical qualities, is or has been tested for its compatibility, interoperability, or performance, respectively, with the Milestone Product applicable with such Developed Integration based on the Verification Documentation submitted.   

“Confidential Information” means any  business, product, proprietary or technical information and data disclosed by a Party to the other Party in connection with the Terms, which is informed to be confidential or secret as marked “Confidential”, or similarly identified by the disclosing Party, or which one can reasonably assume that is confidential or secret irrespective of the medium in which such information or data is embedded, and whether such information or data is disclosed orally, visually, or in tangible form or via electronic communication.   

“Current” means the applicable version of the Milestone Software in force, and in respect to versions of Milestone XProtect VMS, it means the latest three released versions of the software.  

“Documentation” means publicly available information on the Milestone Products provided by Milestone.  

“Drivers” means the software components applied to interface interoperability of IP Devices with Milestone XProtect VMS and/or other Milestone Software, as applicable, to access and retrieve video and other data from the IP Devices.  

“End User” means a person or entity who purchases the Milestone Products for their own use. For the purpose of the test license granted under the Program, the Technology Partner shall be considered the End User of the applicable Milestone Product, subject, however, to the limitations and requirements set forth in the applicable EULA and test license, cf., Clauses 12.1-12.2 of these Terms.   

“EULA” means the Milestone End-User License Agreement that defines the license and requirements for use of the Milestone Products. For instance, XProtect VMS products are released with the applicable Milestone EULA that can be found at www.milestonesys.com/support/resources/download-software/. Depending on the specific Milestone Product, different license terms may apply. For instance, Arcules VSaaS solution is released by Milestone with the accompanying Arcules Terms of Service. Regardless of the document’s title, any such legal agreement issued by Milestone that defines the license terms and conditions for use of the Milestone Product, including for test purposes, shall be referred to herein as the “Milestone EULA” or simply the “EULA”. The EULA may be changed for new releases of Milestone Products without providing any prior Notice to the Technology Partner.  

“IP Device” means an IP Device, such as an IP camera, an IP video server or encoder or another piece of IP hardware equipment which the Partner seeks to be eligible for the Program.   

“Milestone Drivers” means drivers developed by Milestone.   

”Milestone Online Test Tools” means online tools made available as Milestone Software to the Partners,  particularly IP Device manufacturers, for conducting Compatibility testing as a basis for the Milestone Verification.  

“Milestone Integration Framework” or “Integration Framework” means the software components made available by Milestone under the Program that enable the connecting, embedding,  compatibility, and interoperability between the Technology Partner’s software, systems, IP cameras, hardware appliances, or platforms and the Milestone Products included into the Milestone Product Portfolio. These components for integration include, but are not limited to, MIP SDK, Application Programming Interfaces (APIs), middleware, connectors, plugins, and any other integration tools provided and made available by Milestone, including on third party’s platforms (e.g., NuGet, GitHub, Visual Studio).   

“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 the 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 Technology Partner Finder Terms of Use” means the applicable terms and conditions for participating in the Milestone Technology Partner Finder which are published on  https://www.milestonesys.com/technology-partner- finder-terms-of-use/.  

“Milestone Software” means any software, including cloud-based products, to which Milestone holds ownership and/or license rights, and which is made available by Milestone to the Technology Partner under the Program as part of the Milestone Product Portfolio.  

“Milestone Verification”, “Verification”, or “Milestone Verified” means that a Technology Partner’s Developed Integration, based on the Verification Documentation submitted, has been verified by Milestone to be Compatible with a specific version of the Milestone Product from the Milestone Product Portfolio, as defined in these Terms and the Program.   

“Milestone Product(s)” means the Milestone Software (e.g., Milestone XProtect VMS products) and other Milestone products offered to the Technology Partner under the Program, subject to these Terms, the Program, and the EULA. For the purpose of these Terms, only those Milestone Products included in the Milestone Product Portfolio shall be referred to herein.  

“Milestone  Product Portfolio” means any and all Milestone Products as offered by Milestone for the integration under the Program.   

“MIP SDK”, which shall also include the MIP SDK Mobile and other Milestone APIs, means the Milestone Integration Platform Software Development Kit which combines tools such as documentation, sample applications and executables, libraries and other tools available for the build of the Partner Developed Integration.   

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

“Notice” means one Party providing prior written information to the other Party, which has a binding effect on the Parties’ rights and obligations under these Terms and the Program.    

"Program" or “TPP” means the Milestone Technology Partner Program offered to the Technology Partner under these Terms, encompassing the associated requirements, benefits, and other relevant Program-related information. The Program shall include, at all times, the then-current Program Guide, applicable Milestone policies, procedures, and requirements (“Milestone Policies”), all of which form an integral part of the Program. The Milestone Policies are published on the Partner Portal and may be amended, updated, or supplemented from time to time, as deemed necessary and appropriate by Milestone.  

“Partner Developed Integration” means any piece of software and/or optimized hardware connecting with a Milestone Product, and developed with the aid of, including but not limited to, MIP SDK, and any other Milestone tools, utilizing application programming interfaces (“API”) components, or processes, and protocols, included into the Milestone Integration Framework.   

“TPP Terms and Conditions” (“Terms”) means these Terms that shall constitute the binding agreement between Milestone and the Technology Partner.   

“Test License Terms” means the Milestone Test License Terms and Conditions, which shall include the applicable EULA, these Terms, cf., Clause 12, and any applicable Milestone test license agreement.   

“Verification Documentation” means the tests and other documentation to be provided to Milestone for the Verification of the Partner Developed Integration’s Compatibility with the specific version of the applicable Milestone  Product.  

“Verification Document” is owned by Milestone and has the meaning as stated in Clause 5.2.  

2.2  In addition to the terms defined in Clause 2.1 above, Milestone may introduce further terms and definitions within the Program, as deemed applicable and relevant to the implementation and administration of the Program. These Terms shall be interpreted according to the plain meaning of its terms without any presumption that it should be construed in favor of or against either Party.  Any list of examples following or followed by "including" or "e.g." is illustrative and not exhaustive, unless qualified by terms like "only" or "solely."  All headlines for each section are intended solely for the Parties' convenience, and none will affect the meaning of any provision. The words "herein," "hereof," and words of similar meaning refer to these Terms as a whole.  All references to "days" refer to calendar days, unless otherwise expressly set forth in these Terms. Any reference to any legislative provision shall be deemed to include any subsequent re-enactment or amending provisions.  

3. Fees  

3.1  There are no fees required to become a Milestone Technology Partner. However, Milestone may offer optional services and activities to the Technology Partner and there may be fees associated with such services or activities as may be specified in the Program. Services which are available for a fee will be marked as chargeable services.  

3.2  Each Party shall bear and pay its own costs to carry out these Terms, including those associated with utilizing the benefits and fulfilling the requirements of the Program. Subject to the Program and these Terms, Milestone will provide the Technology Partner with certain standard software and services free of charge, while the Technology Partner will assume all costs and liabilities associated with developing and making its Developed Integrations commercially available with Milestone Products, as well as all costs and liabilities for any related support and/or training provided to its customers.  

4. The Program  

4.1  The Program is designed for different types of Partner Developed Integrations, such as: software integrations (e.g., plugins); device integrations (e.g., IP Devices), and hardware integrations (e.g., servers) with the Milestone Products included into the Milestone Product Portfolio. Unless restricted or otherwise defined under the Program and/or these Terms, the Technology Partners may build, verify, and market their Developed Integrations by utilizing the tools and benefits that are offered by Milestone under the Program, including, but not limited to, the Milestone Integration Framework, Milestone Verification, and Milestone Technology Partner Finder.   

4.2  By accepting these Terms, the Partner commits and undertakes to comply with these Terms and all Program requirements. The Partner acknowledges that any rights and benefits granted under the Program are contingent upon its membership in the Program and its ongoing fulfillment of the Program requirements and adherence to these Terms. The rights, benefits, and obligations of the Technology Partner are defined in these Terms, the Program, including the Program Guide, and any Milestone Polices implemented by Milestone.    

Milestone reserves the right to limit or refuse the Technology Partner’s rights under the Program at its sole discretion and in accordance with the Milestone’s compliance policies, responsible technology principles, human rights policies, and other Milestone’s policies as applicable. In addition, Milestone may deny the Verification of the Partner Developed Integration if, acting reasonably and in good faith, it knows or has reasonable grounds to suspect that the Developed Integration or its use would violate responsible technology principles, or otherwise conflict with Milestone’s policies.  

Milestone may refuse access to its Products, including test licenses, online platforms (e,g., Milestone Partner Portal and Milestone Technology Partner Finder), and/or other tools made available under the Program where, acting reasonably and in good faith, Milestone knows or suspects that such access would violate these Terms, the Terms of Use for Milestone online platforms, as applicable, the Program, and/or the Milestone EULA.   

4.3  Milestone reserves the right, from time to time, to change the Program, also by introducing supplementary and/or new requirements and terms, and otherwise modify, or discontinue the Program, or any aspect of it, including the Program Guide and any Milestone Policies. Minor changes are changes to the Program, Program Guide, and Milestone Policies, save for material changes, and such minor changes can be made without Notice. Material Changes may be brought into effect by Milestone upon a minimum of 30 (thirty) days written Notice provided in accordance with Clause 27 of these Terms.   

Changes will be published on the Milestone Partner Portal. The Technology Partner is responsible for regularly checking the Partner Portal for any changes in the Program, including updates to the Program Guide and/or Milestone Policies that are made available by Milestone. The Technology Parter shall be bound by changes to the Program, Program Guide, and Milestone Policies as of the date the changes are posted on the Partner Portal, unless the changes are subject to a Notice period, as set out in this Clause 4.3 above.   

4.4  Milestone will provide the Technology Partner with reasonable support as detailed in the Program. Milestone may offer additional services to the Technology Partner, and such services will be provided by written request and by executing a separate service agreement. Information on the supporting services can be found in the Program.  

4.5  Under the Program, the Technology Partner 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 Technology Partner’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 Technology Partner’s account on the Partner Portal in the event of suspected misuse or compliance violations. The Technology Partner must access and use the Partner Portal in accordance with the Milestone Partner Portal Terms of Use.  

5. TPP Process   

5.1  The TPP enables the Technology Partner to “Verify” and “Market” its Developed Integrations as specified in these Terms and the Program. The Technology Partner may also “Build” any new Developed Integration by utilizing the Milestone Integration Framework.   

5.2  The Program supports the verification of Compatibility of the Partner Developed Integration with the applicable Milestone Product in the version tested and, thereby, enabling the Technology Partner to obtain a Milestone Verification. The Program may include specific requirements for the Verification of the Partner Developed Integration, all of which the Technology Partner must meet to obtain a Milestone Verification. The Technology Partner may refer to the Milestone Verification only in connection with the applicable Developed Integration, and must include a reference in the form of a link to the published page on the Milestone Technology Partner Finder where the Verification Document for the Partner Developed Integration is uploaded.   

5.3  Milestone may offer Technology Partners to participate in the Milestone Technology Partner Finder which is an online platform offered to present Partner Developed Integrations which are tested to be Compatible with the Milestone Product applicable. The Technology Partner must accept the Milestone Technology Partner Finder Terms of Use. Milestone reserves the right to amend, modify, and change the Milestone Technology Partner Finder Terms of Use from time to time according to its terms. The Milestone Technology Partner Finder Terms of Use are published at https://www.milestonesys.com/technology-partner-finder-terms-of-use/.  

5.4  For IP Devices, upon successful completion of the Milestone Verification, the IP Device may be included by reference on the Milestone Supported Device List. The Technology Partner accepts that Milestone shall have the right to include the IP Device on the Milestone Supported Device List, cf., https://www.milestonesys.com/support/software/supported-devices/, which Milestone may publish, market, supply, or otherwise make available to its distributors, resellers, End Users, OEM partners, and other customers.  

5.5  Milestone releases new versions of the Products from time to time. It is the Technology Partner’s responsibility to be informed of the current products and frequently access Milestone’s webpage at www.milestonesys.com/products/software/overview/ and the Product Lifecycle at www.milestonesys.com/support/resources/product-lifecycle/ as Milestone reserves the right to, from time to time, remove Products, introduce Products, and/or change the functionality or discontinue sale of existing Products without further notice to the Technology Partner. However, Milestone will provide a written Notice of not less than 60 calendar days prior to a scheduled end-of-life of a Product.  

6. Technology Partner Obligations   

6.1  The Technology Partner commits to adhere to these Terms and the Program, including any and all Milestone Policies as implemented by Milestone under the Program.   

6.2  Without prejudice to other provisions in these Terms (including warranties, intellectual property rights, indemnification, data protection, security and confidentiality obligations), the Technology Partner must ensure full compliance with all applicable laws, regulations, and industry standards, including, but not limited to, data privacy laws, AI-related regulations, intellectual property laws, anti-corruption laws, competition laws, and human rights protections. When AI is used in the Partner Developed Integration or is otherwise subject to any applicable AI requirements, the Technology Partner must adhere to ethical AI principles, transparency requirements, and guidelines governing the development, deployment, and use of artificial intelligence. Additionally, the Technology Partner is responsible for upholding human rights, promoting the responsible use of technology, and implementing appropriate safeguards to mitigate risks associated with AI and other emerging technologies. This also includes ensuring fairness, accountability, non-discrimination, and compliance with evolving regulatory frameworks.  

6.3  Further to these Terms and the Program, the Technology Partner must:  

i. at all times inform Milestone of its current contact information, including but not limited to Partner’s name, address, and email. All Personal Data will be treated in accordance with the Milestone Privacy Policy, cf., https://www.milestonesys.com/privacy-policy/; and  

ii. upon Milestone’s written request (e.g., via email), the Technology Partner must provide Milestone with information on its efforts to support their Developed Integrations and/or on its conducted tests for Compatibility with the Products included in the Milestone  Product Portfolio. If for any reason the Partner Developed Integration becomes commercially unavailable or is otherwise discontinued, the Technology Partner must inform Milestone by written Notice no later than 30 (thirty) days before end-of-life or discontinuation of such Developed Integration; and  

iii. ensure maintenance and technical support for the Partner Developed Integration, including its continued Compatibility, as defined in these Terms, cf., Clause 7 and Clause 8 hereof, and under the Program; and  

iv. provide to Milestone information on the Developed Integration and its Compatibility with the Milestone Product, and collaborate with Milestone to timely solve technical issues related to a successful operation of the Developed Integration and the Milestone  Product applicable in such Developed Integration.   

6.4  Milestone may request the Technology Partner to provide information or create reasonable documentation on whether the Partner’s Developed Integration meets the requirements for the relevant industry and use case, including the necessary instructions and information to understand limitations, including, but not limited to, bias, data privacy, error rates, as well as to provide the results of tests on the Partner’s Developed Integration output to assess performance and provide guidance, all of which the Technology Partner may also be requested to make available via the Milestone Technology Partner Finder or another Milestone platform, as applicable and relevant. The Technology Partner must cooperate with Milestone and provide information and assistance related to any assessments, authorization requests, corrective actions, or compliance obligations. 

7. Maintenance and Technical Support 

7.1  The Technology Partner is responsible for evaluating and testing its Developed Integration to ensure that it is Compatible with Milestone Products, including to ensure continued Compatibility, as defined in Clause 8 hereof.  

7.2  The Technology Partner shall remain at all times fully responsible and liable for any security and cybersecurity risks related to or arising out of the use of its Developed Integration, and shall ensure that the Developed Integration is up-to-date with current bug fixes and patches, and free of viruses, worms, Trojan horses, disabling programming instructions or other such items that may threaten, infect, damage, disable, or otherwise interfere with the permitted use of the Developed Integration and/or Milestone Products. If Milestone determines that an update of the Developed Integration is necessary or desirable, Milestone may request the Technology Partner to update its Developed Integration.  

7.3  The Technology Partner shall on a regular and continuing basis detect Vulnerabilities (as defined herein) in its Developed Integration. “Vulnerabilities” shall be defined in accordance with the common vulnerability score system defined by CVSS v3.1 found at https://www.first.org/cvss/v3.1/specification-document. Upon confirmation of a Vulnerability in the Developed Integration, the Technology Partner shall resolve Vulnerabilities through updates, patches, improvements, workarounds or other fixes and mitigations (“Fixes”) as soon as possible from the moment such Vulnerability is confirmed by the Technology Partner. All Fixes will be remediated and provided at the Technology Partner’s own cost.  

7.4  The Technology Partner shall remain at all times fully responsible and liable for supporting its Developed Integration; and shall maintain available technically trained personnel to ensure customer support. The Technology Partner shall ensure that support options described in the documentation for its Developed Integration, including information that is published on the Milestone Technology Partner Finder, and/or is otherwise made available by the Technology Partner to its customers, remain available to customers, either directly or through commercial partners, for as long as the Developed Integration is published at the Milestone Technology Partner Finder and available on the market. The Technology Partner must make technical support contacts available to Milestone for notification in the event that Milestone or Milestone’s customers encounter any technical problems with the Developed Integration or Milestone, in its discretion, desires to escalate a support issue.  

8. Continued Compatibility  

8.1  In order to present the Developed Integration as Milestone Verified and to maintain it on the Milestone Technology Partner Finder and/or the Milestone Supported Device List, as applicable, the Technology Partner must ensure that its Developed Integration is Compatible with the applicable Milestone Product, including testing new releases of the Developed Integration for Compatibility with the latest version of such applicable Milestone Product. Milestone may request the Technology Partner to perform a successfully completed test on Compatibility, and if not completed within such time as set by Milestone at its own discretion, as deemed reasonable, Milestone reserves the right to take the Developed Integration off the Milestone Technology Partner Finder and/or the Milestone Supported Device List.  

8.2  Milestone releases new versions of the Milestone Products from time to time. The Technology Partner shall use best efforts to ensure that within a reasonable time after any such release the Developed Integration which is Verified by Milestone is Compatible with the latest version of the Milestone Product applicable.   

8.3  For IP Devices, Milestone may also require the Technology Partner to provide  samples of the Supported Device to Milestone for the Verification test, including to promptly replacing an IP Device if notified by Milestone that such IP Device has become dysfunctional during testing activities. The samples must be delivered to the Milestone address set forth in the Program at the risk and costs of the Technology Partner, including costs for customs handling. Milestone shall not be required to return the IP Device to the Technology Partner if any such is provided for the purpose of Verification test.   

8.4  If the Technology Partner determines that changes in the Developed Integration have the potential to cause a Compatibility issue, the Technology Partner shall promptly provide Milestone with a Notice in order for Milestone to determine whether a new and/or additional Verification procedure must be performed.  Notwithstanding the foregoing, to ensure continued Compatibility with the Milestone Product, the Technology Partner must promptly perform a successfully completed test on Compatibility and provide Milestone with access to the most recent release of its Developed Integration, along with the corresponding documentation and Compatibility test results for Verification.  

9. Independent Parties   

9.1  Technology Partner and Milestone are independent parties and as such shall not make any warranties or representations or assume any obligations on the part of the other. Neither Party may claim to be a legal representative, franchisee, agent, or employee of the other Party. Nothing in these Terms or the Technology Partner’s participation in the Program shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.  

9.2  While engaging under the Program and these Terms, each Party shall remain at all times fully responsible and liable for its own products and any such product information and documentation. Therefore, the Technology Partner shall bear full responsibility and liability for its Developed Integrations, including as integrated and used together with Milestone Products. It is expressly agreed that Milestone Products and Partner Developed Integrations are separate and distinct products, each subject to its own license, owned and provided to customers separately by each Party in accordance with their respective licensing terms, commercial rationale, and business models.  

9.3  The Parties’ engagement hereunder does not create nor imply any joint liability. The rights, duties, obligations, and liabilities of the Parties hereto, including either Party’s obligations and liabilities towards their customers, shall be several, and not joint or collective. The Technology Partner shall not make any representations and warranties on behalf of Milestone, nor shall the Technology Partner impose any responsibilities and liabilities on Milestone for its Developed Integrations, including any associated documentation and information. Consequently, the Technology Partner shall be fully responsible and liable for any and all third party’s claims, including any and all customers’ claims, related to or raised in connection with the Developed Integrations and any associated materials.   

9.4  The relationship between Milestone and the Technology Partner hereunder is not exclusive, and Milestone shall not be restricted in any way from making the Milestone Product Portfolio available to other Technology Partners. The Technology Partner is informed that Milestone will collaborate with other Technology Partners which develop and make available products that may be similar to or otherwise compete with the products or Developed Integrations of the Technology Partner.  

9.5  The Parties will, on an ongoing basis, collaborate to further the purpose of the Program. These Terms shall not restrict either Party from pursuing its current or future business activities, interests, or relationships. The Compatibility of the Partner Developed Integrations with the Milestone Products shall not affect the Parties’ status as independent market participants. The collaboration between the Parties under the Program does not limit or otherwise affect either Party’s independent decision-making, nor shall it be deemed to influence or determine their respective market behavior.  

9.6  The Parties’ collaboration, including, but not limited to the exchange of information between them, shall be conducted in due respect of the restrictions provided under the applicable competition laws. For competing or potential competing business, both Parties undertake to exchange only such information which is necessary for the execution of the purpose of the Program and these Terms, and if applicable, to treat such information as Confidential Information, cf., Clause 19.  Neither Party shall be obliged to notify the other Party of any sensitive information  which is not generally made available to that Party’s other technology or channel partners, or would otherwise be a breach of applicable laws.  

10. Licenses Offered to Milestone   

10.1  The Technology Partner offers Milestone the licenses for the purpose of and as defined under the Program and these Terms, including the Milestone Technology Partner Finder Terms of Use, and the Milestone Partner Portal Terms of Use.  

10.2  Subject to these Terms and the Program, for IP Devices, the Technology Partner grants to Milestone a worldwide, perpetual, royalty-free, and non-transferable license to include the IP Device, as Milestone Verified, in the Milestone XProtect Device Pack, and/or any other Milestone device pack, as applicable, and to include and market the IP Device as a Milestone Supported Device on the Milestone Supported Device List and under the Program. This license includes the right for Milestone to publish the Technology Partner’s name as the manufacturer, along with the IP Device’s name, brand, and other identifying information. The Technology Partner shall provide the name and other identification data of the IP Device, and inform Milestone in writing of any future changes to the IP Device name or similar modifications.  

Milestone has any and all rights to offer and sell Milestone device licenses for connecting the Technology Partner’s IP Device that is included on the Milestone Supported Device List with the Milestone XProtect VMS and/or other Milestone Product, as applicable. Milestone retains and holds all legal and commercial rights to distribute and sell Milestone Drivers with the Milestone XProtect Device Pack or any other Milestone device pack, as applicable, either directly, or through its distribution channels, including to its OEM partners for their distribution.  

10.3  The Technology Partner hereby grants Milestone the right to retain samples of IP Devices delivered to Milestone for Verification under the Program, cf., Clause 8.3, for the purpose of (i) developing the Milestone Drivers, (ii) conducting and documenting the Milestone Verification, and (ii) providing support services to customers of the IP Devices in connection with the application and use of Milestone XProtect VMS and/or other Milestone Products, as applicable, which shall include the right to test and operate for such purposes the samples of IP Devices either on their own or in connection with any other software or hardware.  

10.4  The licenses and rights granted to Milestone under Clause 10.2 and Clause 10.3, shall remain in force notwithstanding the termination of these Terms or the Technology Partner’s membership in the Program. Milestone agrees and warrants to use the rights granted under this Clause 10 solely for the purpose as defined under these Terms and the Program.   

11. Licenses Offered to Technology Partner   

11.1  The Technology Partner is offered to use the Milestone Integration Framework to build its Developed Integrations. The Technology Partner may also be offered a test license for a Milestone Product included in the Milestone Product Portfolio for the purpose of testing and ensuring Compatibility with the applicable Milestone Product (e.g., test licenses for XProtect VMS products).   

11.2  For manufacturers of IP Devices, the Technology Partner is granted a limited, non-transferable license to apply the Milestone On-line Test Tool for testing purpose to ensure Compatibility with Milestone XProtect VMS products. The Technology Partner may only use the Milestone Driver in connection with the Milestone Product(s) that it has been developed for and it may not be used separately or in connection with non-Milestone products. The Technology Partner may not alter Milestone Drivers and may not alter or delete any references to rights or trademarks associated with Milestone.  

11.3  For manufactures of hardware appliances, Milestone grants the Technology Partner a worldwide, non-exclusive, and limited license in time and scope to pre-install a Current version of a Milestone Product specifically available for use under this license, namely, Milestone XProtect VMS and/or other Milestone Products made available for this purpose under the Program, onto its hardware appliances; the Partner is further granted the right to distribute the hardware appliances with the pre-installed Milestone Product. This distribution is permitted only if the Partner Developed Integration has been Milestone Verified, and the installation or configuration procedure for the pre-installed Milestone Product ensures that the End User is presented with the applicable Milestone EULA. If the End User does not accept the EULA, the installation or deployment of the Milestone Product shall not proceed.   

11.4  The Technology Partner’s right to use any licenses granted hereunder is conditioned upon full compliance with, and absence of any breach of, these Terms and the Program. The Technology Partner may also be granted additional licenses, as explicitly defined under the Program. The Technology Partner agrees and warrants not to use the Milestone Products, and any other Milestone software and tools made available by Milestone under the Program, in ways that will be infringing Milestone’s rights, including its Intellectual Property Rights.  

12. Milestone End-User License Agreement and Milestone Test License Agreement   

12.1  For each Product made available to the Technology Partner under the Milestone Product Portfolio, the corresponding Milestone EULA shall apply, although always subject to the limitations and restrictions set forth in these Terms and in the applicable Milestone Test License Terms and Conditions (“Test License Terms”); and the Partner agrees to adhere to those Terms. The use of the Milestone Product by the Partner under the Program shall always be limited to test purposes and other purposes as explicitly defined under the Program and the applicable Test License Terms. The Partner must inform its employees and consultants of the terms of the Milestone EULA, including the Test License Terms when using Milestone  Products under the Program.   

12.2  Test licenses to the Milestone Products are made available upon enrolling in the Program, subject to these Terms, the Test License Terms, the Program, and applicable license requirements. For this purpose, Milestone may grant the Partner a test license which is a royalty-free, non-exclusive, non-transferable, non-sub-licensable, and revocable limited license to access and use the Milestone Products in object code format solely in accordance with the applicable Milestone EULA and for the purpose of (a) testing and integrating the Technology Partner’s Developed Integration with the applicable Milestone Product; and (b) demonstrating Compatibility between the Developed Integrations and applicable Milestone Product, including to current and potential customers.   

Milestone test licenses are intended solely for the internal use of the Partner for testing purposes as defined in Clauses 12.1-12.2, and may not be sold, transferred, or installed with a third party without the prior written approval of Milestone, except that the Partner may share Milestone test licenses with its Affiliates, provided such Affiliates are also enrolled as Partners under the Program, and have accepted the Test License Terms. If the Partner engages third-party suppliers to assist with the Developed Integration, including Compatibility testing, the Partner shall remain liable for the third party’s compliance with the terms of the Milestone EULA and Test License Terms and must ensure that the test license is used solely for deliverables provided to the Partner itself.  

12.3  The Partner is entitled to make use of the Milestone Integration Framework as offered under the Program, subject to the applicable Milestone EULA. Notwithstanding the above, if Milestone makes the Integration Framework, in whole or in part, generally available for download on third-party platforms, any additional terms of use applicable to such platforms shall also apply as a condition for downloading and using the respective parts of the Milestone Integration Framework, in addition to the applicable Milestone EULA.   

12.4  Milestone provides files and libraries in a standalone manner as extracted from the Integration Framework (e.g., files and libraries of MIP SDK) under the terms of the applicable Milestone EULA and such other terms required for its download. Any and all components of the Milestone Integration Framework, including executable files, may be used solely in connection with the applicable Milestone Products, and must not be used separately or for the purpose of integrating non-Milestone software. The Technology Partner is allowed to re-distribute certain executable files identified as re-distributable files in the Integration Framework as part of the Technology Partner’s Developed Integration, subject to the terms of the applicable Milestone EULA. The Partner is required to comply with any third-party software terms and conditions, including credit and copyright notices, as specified in the respective third-party license terms associated with the third-party software used in the Milestone Integration Framework.  

13. Warranties and Disclaimers of Warranties   

13.1  Milestone warrants that the Milestone Products shall, in all material aspects, have the functionality as detailed in the Documentation. Milestone Products and the related Documentation are provided without any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Specifically, Milestone does not warrant that any product or service of Milestone meets the Technology Partner or its customer’s desired functionality or need, even if there is a successful Milestone Verification confirming the Compatibility of the Technology Partner’s Developed Integration and the Milestone Product. Milestone does not confirm Compatibility with any specific requirements, including public sector specific requirements.  

13.2  Milestone does not warrant the Technology Partner’s Developed Integrations, including their functionalities. For the Milestone Verification, Milestone solely verifies the Compatibility of the Technology Partner’s Developed Integration with the Milestone Product, with such Verification being limited to the specific version of the  Milestone Product used in the Verification tests. Milestone Verification shall only concern the Compatibility of the Partner Developed Integration with the applicable Milestone Product, both in their versions tested, and does not constitute a representation, warranty, or other endorsement by Milestone with respect to any other aspect of the Developed Integration, including its performance, compliance with applicable laws, and security.  

Milestone does not verify the Compatibility of the Developed Integration for installations that are not comparable to the testing environment. Milestone disclaims any liability with respect to the Technology Partner’s actions, anticipated or taken, when commercializing its Developed Integrations with reference to the Milestone Verification.  

13.3  The Milestone Integration Framework with its software tools, files, and libraries (together, the “Software Components”) is provided in a standalone manner, and Milestone shall not be liable for any third party claim due to a combination and/or integration of any Software Components of the Integration Framework, including the redistributable files with the Developed Integration, if the claim would not have occurred but for such combination and/or integration.   

13.4  Even though Milestone strives to keep a high-quality level of the Integration Framework, and to make its Software Components compatible with future versions of Milestone Products, as applicable, the Technology Partner understands and accepts that : 

13.4.1  The Software Components, included in the Milestone Integration Framework (e.g., MIP SDK’s software components, or Milestone AI Bridge) may be incompatible with the previous, present, or future versions of the relevant Milestone Products.  

13.4.2  The Software Components of the Milestone Integration Framework may lack certain functionalities, or be incomplete in certain areas.  

13.4.3  The Milestone Integration Framework may contain incorrect, misleading, or outdated Software Components,  documentation, or sample products, and/or source code, and  

13.4.4  The use of the Software Components of the Milestone Integration Framework is subject to the same general disclaimers that apply to the Milestone Products with which they are used, as set forth in the applicable EULA, unless otherwise is explicitly stated in the license terms for the Software Components. 

14. Intellectual Property Rights  

14.1  Milestone holds Intellectual Property Rights, including the full copyright and trademark rights to the Milestone Products, the Documentation, Milestone Verified, and other material and marketing platforms made available by Milestone under the Program, except for any third-party components, for which all rights are held by Milestone’s suppliers or licensors. Copyrights and trademarks stated in the Milestone Software belongs to Milestone or the respective owners thereof. Specifically, device drivers developed by Milestone are owned by Milestone exclusively, even in instances where the Technology Partner assists in developing the device drivers. Device drivers developed solely by the Technology Partners are owned exclusively by the Technology Partners.   

14.2  Milestone Products are made available to the Technology Partner under the terms of the applicable Milestone EULA and only for the specific purpose as stated in Clauses 12.1-12.2 of these Terms. Milestone makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights in the Milestone Products.  

14.3  Unless otherwise stated in these Terms or Program, or mutually agreed between the Parties in writing, the Technology Partner acquires the Intellectual Property Rights to its Developed Integration, except for the Software Components of the Milestone Integration Framework and any other third-party components owned by such third parties, as applicable.   

14.4  Other than the licenses expressly granted under these Terms and the Program, neither Party grants any license of, right in, or makes any assignment of any of its property rights, including Intellectual Property Rights.  

14.5  The Partner shall not (and shall ensure that any person, entity or representative acting on its behalf shall not): (a) distribute, license, sublicense, or otherwise transfer any Milestone Product and/or any Software Components of the Milestone Integration Framework to any third party (except as specifically allowed for re-distributable files in the Milestone Integration Framework in accordance with the applicable Milestone EULA); (b) modify, enhance, create derivative works from, reverse engineer, decompile or otherwise reduce the Milestone Products, including any Software Components in the Milestone Integration Framework, to human-readable form; or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the Milestone Software or the Documentation or material provided by Milestone; (c) use Milestone Products for any purpose other than testing, cf., Clauses 12.1-12.2 of these Terms,  and/or use the Milestone Integration Framework for any purpose other than development or build of the Developed Integration; (d) reproduce or make copies of the Milestone Products, except to the extent and for the purposes expressly permitted in these Terms, cf., Clause 11.3 of these Terms; or (e) include any portion of the Milestone Products in Technology Partner’s own products, including its Developed Integrations, or other products or services.   

The Technology Partner shall have no right to alter Milestone Software in any way and may not alter or delete any references regarding rights, trademarks, or any other Intellectual Property Rights of Milestone, or a third party stated in the Milestone Software or on the media upon which it is delivered.   

The above shall not restrict the Technology Partner’s right to add functions or functionalities into the Milestone Product by building its Developed Integration and ensuring Compatibility as defined under these Terms and the Program.  

15.  Trademarks   

15.1  The Partner grants Milestone a limited, non-transferable right to list the Partner by name as a Milestone Technology Partner on Milestone’s websites and other marketing material.   

15.2  The Partner may use the Milestone TPP Partner badges and other branded materials in accordance with the Program and its guidelines. The trademark “Milestone Verified” is restricted for use in accordance with these Terms and the Program; the Partner may only use “Milestone Verified” in connection with its Developed Integration and when including a reference in the form of a link to the published page on the Milestone Technology Partner Finder where information on the Product is uploaded together with the Verification Document.  The Technology Partner may not make use of the trademark “Milestone Verified” in any other context including by using other wordings expressing similar messaging with reference to Milestone, such as “verified by Milestone” or otherwise. Milestone makes no representation or warranty as to the validity or enforceability of the trademarks.   

15.3  Subject to the licenses granted, neither Party shall  

i. use the other Party’s trademarks or logos in any way which might prejudice their distinctiveness or validity or the goodwill of that Party; or  

ii. use the other Party’s trademarks without obtaining a prior license or written consent of that Party; or   

iii. use any trademarks or trade names so resembling any trademark or trade names of the other Party as to be likely to cause confusion or deception.  

15.4  The Technology Partner is strictly prohibited from registration of any trademark of Milestone and/or applications to register any mark, which in the sole discretion of Milestone, is substantially similar to a Milestone mark.  

16.  Infringement of Third-Party Rights  

16.1  Milestone is liable for third party infringement of Milestone Products under the terms of the applicable Milestone EULA for infringement only if caused solely by the Milestone Product in a standalone manner and/or by its use in accordance with its Documentation and the terms of the Milestone EULA. The Technology Partners remedies shall be as stated in the Milestone EULA.  

16.2  The Technology Partner shall defend, indemnify and hold Milestone harmless from and against any third-party infringement claims where the alleged infringement has arisen out of or is in relation to its Developed Integration, and/or interoperations, improvements, modifications, alterations, or integrations made by the Technology Partner to the Milestone Product, including but not limited to events whereas:  

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

ii. the Technology Partner’s use of the Milestone Product is in a manner not expressly contemplated by the Documentation accompanying the Milestone Product and the third-party claim would not have arisen but for such use;   

iii. any personal injury, death, or property damage caused by the Technology Partner’s negligence or its Developed Integration, or  

iv. any acts or omissions, or use of the Milestone Product by the Technology Partner or its supplier in contravention of the Milestone EULA or applicable laws.  

16.3  In the event of any action against Milestone in which such infringement is alleged, Milestone shall provide the Technology Partner prompt written Notice thereof. The Technology Partner shall thereafter take over the matter and bear any reasonable costs related hereto. The Technology Partner shall control the action and may request reasonable assistance from Milestone at the Technology Partner’s expense. When settling or compromising any claim, the Technology Partner cannot, without Milestone’s prior written approval, make any admissions of fact that expose Milestone to an imposition of damages or other claims.   

17.  Liability and Limitation of Liability   

17.1  Subject to these Terms and the indemnifications, disclaimers, exclusions, and limitations of liabilities stated herein, each Party shall be liable to the other Party under applicable laws for breach of these Terms. If the Partner is an Affiliate submitted to the Program by its parent company, cf., Clause 1.3 of these Terms, Milestone and/or a Milestone Affiliate shall have the right to enforce these Terms directly against the Partner’s parent company, and/or against such Partner involved in the matter. Milestone may hold the parent company jointly and severally liable for any obligations or breaches under these Terms and the Program committed by its Affiliates.  

17.2  Milestone’s liability for the Milestone Products shall be limited as stated in the applicable Milestone EULA with its remedies and limitations of liabilities which is explicitly incorporated into these Terms.  

17.3  Milestone Software is tested with anti-virus screening, however, Milestone does not provide any warranty nor accepts liability for cybersecurity vulnerability in Milestone Software, and the sole remedy for any such event will be that Milestone will use commercial reasonable efforts to remedy by providing new updates.   

17.4  Milestone assumes product liability under the applicable laws 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 stated in the Milestone EULA shall also apply to any product liability.  

17.5  Excluding infringements of intellectual property rights and breach of confidentiality obligations, in no event shall the total liability of either Party to the other Party for loss or damage under these Terms, including the Program, whether based in contract or in tort, including but not limited to negligence, strict liability, and product liability, exceed EUR 100,000 (euro one hundred thousand).  

17.6  Excluding infringements of the other Party’s intellectual property rights and breach of confidentiality obligations, neither Party shall, to the extent allowed by applicable law, be liable to the other Party under any theory of recovery for any special, incidental, indirect, or consequential damages whatsoever including, without limitation, damages for loss of business profits, business interruption, loss of time, loss of business information or data, or any other pecuniary loss, including for any product liability (except for bodily harm) arising out of these Terms, even if the other Party has been advised of the possibility of such damages.   

18.  Force Majeure   

18.1  Neither Party shall be liable for any loss or damage inflicted on the other Party as a direct or indirect consequence of the non-performing Party being delayed or prevented in the performance of its obligations under these Terms, including the Program, 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 but not be limited to war and mobilization, natural disasters, pandemics, strikes, lock-outs, fire, damage to facilities, and import/export regulations.    

19.  Confidentiality   

19.1  Confidential Information shall only be shared and used for the purpose of these Terms and the Program. The Parties shall only exchange Confidential Information to the extent permitted by law and any confidentiality agreement a Party may have entered into with a third party.    

19.2  Confidential Information provided by a Party (“Discloser”) to the other (“Recipient”),   shall be kept confidential by the Recipient with the same degree of care as is customarily used with respect to the Recipient’s own confidential information in order to avoid disclosure to any unauthorized party. Confidential Information must not be distributed or disclosed by the Recipient to any individual or legal entity unless such individual or legal entity reasonably needs to know such Confidential Information and are bound to confidentiality in writing to an extent not less stringent than the obligations imposed by these Terms.  

19.3  The confidentiality obligations shall not apply to the extent that disclosure is permitted under these Terms or in order to comply with applicable laws, provided that written Notice of such legal requirement is given timely to the Discloser.   

19.4  Even if all or part of the Verification Documentation is marked Confidential Information, Milestone shall have the right to disclose such Verification Documentation for the purpose of defense against a claim raised against Milestone for issue of a Milestone Verification based upon the Verification Documentation. Milestone shall provide prior reasonable Notice to the Technology Partner before its disclosure of the Verification Documentation.       

19.5  The confidentiality obligations shall not apply to information which (i) is intended for disclosure under the Program (ii) was in the Recipient’s possession without an obligation of confidentiality prior to receipt from the Discloser; (iii) is, at the time of disclosure, already in the public domain or subsequently becomes available to the public through no breach of these Terms or any other applicable confidentiality obligation; (iv) is lawfully obtained by the Recipient from a third party without an obligation of confidentiality, provided that such third party is not, to Recipient’s knowledge, in breach of any obligation of confidentiality related to such information; (v) is developed by the Recipient independently of any information received from the Discloser; or (vi) is approved in advance for release by a written agreement with the Discloser.    

19.6  The Parties are obliged to bind their employees, agents, successors and assignees in accordance with the above. Any misuse of Confidential Information shall be considered a breach of these Terms with the effect that the aggrieved party may rescind these Terms, cf., Clause 24.3 of these Terms, and claim damages.   

19.7  The Recipient shall, at the option of the Discloser, either return to the Discloser or destroy all Confidential Information which it has obtained from the Discloser, and the Recipient shall not retain documents or material in any form of such Confidential Information, except that the Recipient shall be entitled to retain, solely for its records, one electronic record for archival purpose. The duty to return or destroy Confidential Information shall not apply to copies of electronically exchanged Confidential Information made as a matter of routine information technology backup, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation according to the terms set forth herein.  

19.8  This Clause 19 shall survive the termination of these Terms and the Partner’s participation in the Program.  

20. Personal Data Protection   

20.1  The Parties may exchange Personal Data for the purpose of performance under these Terms. Personal Data as used in these Terms shall be understood in accordance with applicable data protection legislation.   

20.2  Under these Terms and in territories where data privacy laws apply, each Party shall be deemed a “Controller” of data, which for purpose of EU regulation is defined in Article 4 of the EU regulation 2016/679 on General Data Protection Regulation and as such each Party will determine the purpose for which, and the way in which, Personal Data is processed to fulfill these Terms and the Program, and each Party accepts:   

i. to comply with all relevant data protection and privacy laws and regulations in force from time to time, and  

ii. to maintain appropriate technical and organizational measures for the protection of the security, confidentiality and integrity of customer data, as set forth in its own privacy statement, and  

iii. to implement safeguards before transferring Personal Data from data controllers in the EU/EEC to data controllers established outside the EU/EEC, and when required under applicable EU regulation, to enter into a data transfer agreement applying EU’s standard contractual clauses for transfer of Personal Data from the EU to third countries (controller to controller transfers, or controller to processer transfers, as applicable). 

21. Electronic Communication  

21.1  Milestone will provide the Program-related information to the Technology Partner through electronic communication which shall be deemed relevant to the business relationship under the Program. The Technology Partner also consents to receive unsolicited electronic communication from Milestone. The unsolicited electronic communication shall provide a clear opt-out option as well as a clear identification of the sender.  

22. Press Releases / Public Relations    

22.1  Press releases or public announcements by a Party, other than publishing by Milestone any information related to these Terms and the Program, including, but not limited to, the information published on the Milestone Partner Portal and the Milestone Technology Partner Finder, shall only be made with the prior written authorization of the other Party; such consent shall not be unreasonably withheld.  

23. Changes to the Terms  

23.1  Milestone may modify the Terms from time to time. Minor changes to the Terms can be made by Milestone without prior written Notice by publishing the revised Terms on the Milestone Partner Portal. Material changes to the Terms require a minimum of 30 (thirty) days prior written Notice provided in accordance with Clause 27 (Notice).   

24. Term and Termination  

24.1  Except as provided in Clause 1.2, these Terms shall commence on the date in which a written notification of the Partner’s acceptance into the Program is sent by Milestone, cf., Clause 1.2 of these Terms, and shall remain in force until terminated by either Party, or otherwise terminated as set forth in these Terms and/or the Program.  

24.2  These Terms, and accordingly the Partner’s participation in the Program, may be terminated for convenience by either Party upon no less than 30 days prior written Notice to the other Party.   

24.3  A Party may terminate these Terms with immediate effect in case of a material breach of any of the terms herein, and/or any terms of the Program, provided that, if the breach is capable of remedy such Party has to send to the Party in breach a written Notice of the breach and of the intend to terminate, and the breach has not been remedied within fourteen (14) days from receipt of such Notice. An event 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 with the Product, including in specific territories, illegal or subject to significantly increased business risks, initiation of insolvency proceedings, general assignment for the benefit of creditors, bankruptcy, receivership, or similar proceedings.   

24.4  Upon termination of the Partner’s participation in the Program, the Partner must immediately cease all use of the benefits and tools offered by Milestone under the Program, including but not limited to, the test licenses for Milestone Products provided under the Program, the title of Technology Partner to Milestone, the use of the Verification Document and the “Milestone Verified” trademark. However, if termination occurs for cause, as set forth in Clause 24.3 of these Terms, all rights and benefits conferred under these Terms and the Program, including the Partner’s participation therein, shall be deemed immediately terminated as of the date on which the termination notice is issued by a Party.  

Milestone reserves the right, at its sole discretion, to require  the Partner to immediately discontinue utilization of all and any Program benefits, including but not limited to test licenses, and to ensure the removal of all Partner-related information from the Technology Partner Finder upon issuance of a notice of termination, irrespective of whether such termination is effected for convenience or for cause.  

24.5  In addition to Clause 24.4 of these Terms, upon termination, the Partner shall:  

i. have no claim for damages or compensation for loss of goodwill or the like thereof against Milestone; and, Milestone shall not have any liability to the Partner for loss of goodwill, investments, advertising,  promotional costs or like expenses;  

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

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

24.6  Upon termination of the Partner’s participation in the Program, whether for convenience or for cause, the Partner will not be subject to the Program and these Terms will not apply to it, except for the terms that by their nature will continue to have their legal effect, i.e., Licenses offered to Milestone (Clause 10), Intellectual Property Rights (Clause 14), Trademarks (Clause 15), Infringement of Third-Party Rights (Clause 16), Confidentiality (Clause 19), and Governing Law and Venue (Clause 26).   

25. Assignment and Change of Control  

25.1  Neither Party shall have a right to transfer or in any way assign its rights or obligations under these Terms and the Program, without the prior written consent of the other Party.  However, Milestone may transfer all rights and obligations hereunder to an affiliated entity or in connection with the sale of a major part or all of the assets of Milestone.  

25.2  The Partner must immediately upon becoming aware that a change of control within the Partner has taken place, inform Milestone by written Notice. Upon receipt of such Notice, Milestone may, at its sole discretion, terminate these Terms and the Partner’s participation in the Program with immediate effect, provided Milestone has not prior hereto approved, in advance, in writing to the change of control. For purpose of this definition “control” of a corporation, company or other entity shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation, company or other entity, whether (i) through the ownership of voting securities entitling to the right to elect or appoint, directly or indirectly, the majority of the board of directors, or a similar managing authority, (ii) by contract or (iii) otherwise.   

26. Governing Law and Venue  

26.1  These Terms shall be subject to the governing laws set forth in the table below, as set forth therein, without reference to any conflict of laws rules. Any dispute arising out of or in connection with these Terms shall be resolved as set forth in the table below.