Recitals

WHEREAS, Milestone develops and licenses to End Users a cloud-based video management system (the “Solution”). Milestone sells the right to access and use the Solution to End Users through the Partner under a direct supply relationship, subject to the terms of the Program and this Agreement. Notwithstanding this direct business model applicable to the supply of the Solution, the Gateway (defined below) must be procured by the Partner through a Milestone Distributor.

WHEREAS, the Partner is a member of the Milestone Partner Program (the “Program”) and is subject to its terms and conditions; and the Partner is in the business of reselling surveillance technology products, including cloud-based video management solutions, to End Users, and warrants that it has sufficient financial resources to ensure full and timely payments under this Agreement, irrespective of any payment collection from the End Users; and

WHEREAS, Milestone desires to appoint the Partner as a non-exclusive reseller in the Territory (defined below), and the Partner agrees to resell access and use of the Solution and provide first-level support and maintenance to End Users (defined below).

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Definitions

For the purposes of this Agreement, the following terms shall apply as defined below, in addition to the terms defined in the Milestone Partner Program Terms and Conditions (the “Terms”) and in the body of this Agreement.

“Arcules Terms of Service” or “TOS” means the terms governing the use of the Solution between Milestone and the End User.

“End User” means an entity or person that purchases access and use of the Solution from the Partner for its own internal use, and not for further resale or distribution to third parties.

“Gateway” means a Milestone gateway hardware device with the embedded software that must be purchased by the Partner from a Milestone Distributor for the End User’s use of the Solution, unless camera-to-cloud set up is applicable.

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

“Partner” means a company, as defined under the Terms, that has been enrolled in the Program by Milestone and that, in order to obtain the right to market and sell the Solution, has also accepted this Agreement and agreed to be bound by its terms and conditions.

“Purchase Order” means an order issued by the Partner to Milestone for a Subscription(s) to the Solution for resale to an End User under the Agreement.

“Subscription” means the time-limited, non-exclusive, and non-transferable right granted to the End User to access and use the Solution in accordance with the Arcules Terms of Service during the applicable Subscription Term and solely for the End User’s internal business purposes.

“Subscription Term” means the time period for which the Subscription is purchased as specified in the relevant Purchase Order. Unless the End User opts out of renewal prior to the expiration of the current Subscription Term by affirmatively opting out in accordance with the Arcules Terms of Service, the Subscription shall automatically renew, subject to the applicable renewal terms, then-current MSRP pricing, and available Solution offerings.

Agreement

1.0 Appointment and services.

1.1 Appointment as Reseller. Subject to the terms and conditions of the Program and this Agreement, and Partner’s full execution of its payment obligations hereunder, Milestone hereby grants the Partner a limited, revocable, non-exclusive, non-transferrable, non-assignable and non-sublicensable right to resell access and use of the Solution to End Users, only in the country or countries that (a) the Partner is authorized to resell Milestone products and services under the Program (cf., “Territory” as defined in the Terms)  and (b) the Solution is available for sale to End Users by Milestone (“Territory”) for the Term (defined below) (collectively, “Appointment”). The Partner may solicit and accept orders only from End Users located within the Territory, and solely for use by such End Users. For the avoidance of doubt, the Appointment is non-exclusive even in the Territory and Milestone expressly reserves the right to market, sell, and provide the Solution and other services in the Territory itself or through other service providers, resellers, distributors, licensees, or agents. The Partner shall have no other rights with respect to the Solution or relationship with Milestone, except as specifically set forth in this Agreement.

For the purpose of this Agreement, the EU/EEA and Switzerland are considered one Territory and, if the Partner and/or Partner’s Affiliate has its place of establishment in the EU/EEA or Switzerland, such Partner and/or its Affiliate is not restricted from selling the Solution either actively or passively within the Territory, provided such Affiliate is a Milestone Partner under the Program and signed this Agreement.

The Partner may not actively market the Solution outside the Territory unless agreed in writing by Milestone. Advertising on internet webpages shall not be considered an act of active marketing by the Partner.

If the Partner is present in different Territories, e.g., through its Affiliates participating in the Program, the Partner will bring the Solution to the market in each of the Territories given, but, in principle and subject to mandatory local laws, the Partner is not allowed to bring the Solution from one Territory into the market of another Territory, including from one Territory to offer sale of the Solution to the Milestone Partners in another Territory. Therefore, the Parties 

agree that sales in a Territory shall in principle and subject to local mandatory laws be performed by and from legal establishments in that Territory in accordance with the Program and this Agreement.

(a) Qualifications. The Partner hereby represents and warrants that it has general technical skills, knowledge and qualified personnel and sales organization to market, sell, install and support the Solution, and the Partner can perform its duties hereunder. The Partner agrees to provide and maintain appropriate sales, installation, and support capabilities for the Solution in the Territory, and to perform its obligations hereunder in a professional and workmanlike manner. The Partner shall be responsible for complying with all Program requirements, including completing the required trainings and obtaining and maintaining valid Milestone certifications at all times.

1.2 Documentation. Milestone may provide documentation that describes the Solution, Partner’s requirements and expectations, sales and technical tools, marketing resources and trainings (the “Documentation”). Milestone may change the terms in the Documentation as it deems reasonable and appropriate.

1.3 Implementation and Services. The Partner will provide implementation, configuration and support services for End Users. The Partner shall be primarily responsible for performing first-line support and maintenance services for End Users. Subject to the Program, Milestone agrees to provide information and assistance to the Partner when reasonably requested and will respond to the End User inquiries and requests (when Milestone deems it necessary to directly respond to the End User).

1.4 Demonstration Use. Milestone may provide access to the Solution to the Partner solely for the purpose of becoming familiar with the Solution in order to market and resell the Solution to End Users and to provide demonstrations to potential End Users. If the Partner desires such demonstration use, and Milestone decides in its sole discretion that such use is necessary, Milestone hereby grants to the Partner a limited, revocable, non-exclusive, non-sublicensable, non-transferable and non-assignable license to use the Solution only for demonstration purposes to potential End Users in the Territory for the Term; and for no other purpose or under any other condition whatsoever. Milestone may provide a revocable Gateway (as defined in Section 1.11 of the TOS), for Partner’s demonstration use during the Term of this Agreement. If the Partner does not promptly return the Gateway upon Milestone’s request, the Partner will pay the then-current MSRP for the Gateway within thirty (30) days of written notice from Milestone. The Partner represents and warrants that it will comply with the responsibilities and use restrictions in the TOS regarding the Solution and the Gateway, and that such demonstration use of the Solution is considered a No-Charge Offering (as defined in Section 6.4 of the TOS).

1.5 Restricted Sales. The Partner may not: (a) act as a distributor of the Solution to engage any third-parties to sell on Partner’s behalf; (b) administer the Solution to End Users as part of a managed service (for avoidance of doubt, each End User must have its own Solution account); (c) proactively offer or resell the Solution to any existing Milestone customers already using the Solution, even if such customers are located in the Territory; (d) sell or otherwise provide access to the Solution to any competitor of Milestone (including without limitation, any company that provides video management services similar to those provided by Milestone); or (e) “OEM” the Solution, re-brand or re-label the Solution, or host the Solution in an on-premise, cloud, or environment other than what Milestone provides to End Users under the TOS.

2.0 Orders and payment 

2.1 Pricing. Prices for the Solution offered to the Partner are based on the applicable Milestone Recommended Price List (“MSRP”) and shall be determined according to the discount level granted to the Partner under the Program at the time Milestone accepts the Partner’s Purchase Order. Milestone reserves the right to change the MSRP for the Solution at any time, subject to thirty (30) days’ prior written notice. Such changes shall not affect any Purchase Orders submitted by the Partner and accepted by Milestone prior to the effective date of the updated MSRP through the current Subscription Term. Any Purchase Orders issued on or after the effective date of the updated MSRP and renewal Subscription Terms that begin following such effective date shall be at the updated prices. Prices do not include shipping, insurance, handling, sales, use, VAT, excise, export, withholding or similar taxes or fees, all of which shall be paid by the Partner.

If during the current Subscription Term the Partner submits a Purchase Order for a Subscription expansion, whether for additional licenses or additional Solution SKUs, such expansion shall be subject to the then-current terms at the time such Purchase Order is accepted by Milestone, including Milestone’s then-current MSRP and applicable Subscription offerings.

The Partner may resell the Solution to End Users at a price it determines. The Partner shall be solely responsible for invoicing and collecting from the End User any and all applicable fees that the Partner charges in connection with the End User’s access to and use of the Solution. The Partner’s obligation to pay Milestone any amounts due under this Agreement shall not be contingent upon Partner’s receipt of payment from the End User. Any errors in pricing to the End User are the sole responsibility and liability of the Partner. Any contractual obligations entered into between the Partner and the End User shall be at the Partner’s sole risk and responsibility.

The Partner is solely responsible to login to the Partner Portal to access the current Milestone Recommended Price List, Milestone Polices, and Documentation, as Milestone reserves the right to, from time to time, remove SKUs and/or introduce new SKUs for the Solution, update or otherwise modify the Subscription offerings for the Solution, update country of origin for the Solution and its components, as applicable, and/or change the functionality, or discontinue sale of the Solution, any and all of which may be carried out without separate notice to the Partner. Milestone will use commercially reasonable efforts to provide 60 days’ Notice prior to a scheduled end-of-life of the Solution.  

2.2 Orders. Milestone may accept or reject any Purchase Order for the Solution submitted by the Partner. No Purchase Order shall be deemed binding on Milestone unless and until it has been accepted in writing by Milestone, at its sole discretion, by means of a Purchase Order confirmation issued by Milestone.

Any additional terms included in a Purchase Order shall not form part of the contractual relationship between the Parties and shall not be binding, unless expressly agreed in writing and duly signed by an authorized representative of each Party. For the avoidance of doubt, Milestone’s acceptance and confirmation of the Purchase Order as submitted by the Partner, shall not constitute acceptance of any additional contractual or supply terms included in such Purchase Order. The Partner has no right, power or authority, express or implied, to accept any order for or on behalf of Milestone or to otherwise bind Milestone.

The Partner shall order the Solution, namely Solution SKUs as defined in the applicable Milestone Recommended Price List, via Milestone’s online ordering tools as offered by Milestone. The Partner accepts that Milestone may at any time, at its sole discretion, refuse to accept Purchase Orders for delivery into territories, or to End Users, or other persons or entities with whom Milestone under its policies will not conduct business, in particular due to export control regulations, or under Milestone’s policy for responsible use of technology, including, but not limited to, HRDD process. Milestone may also refuse to accept Purchase Orders, subject to the license restrictions outlined in the applicable Milestone Policies and/or Arcules Terms of Service.

Although Milestone is not a party to the agreement between the Partner and the End User and does not govern or validate any terms agreed therein, all Subscription terms associated with the Solution and the corresponding SKUs, as defined in the applicable Milestone Recommended Price List and Milestone Subscription offerings, are binding and standardized in the context of the Partner’s purchase from Milestone. Accordingly, any Subscription offered or supplied to the End User, whether in respect of duration, scope, entitlements, or structure, must correspond precisely to the Subscription purchased by the Partner from Milestone. By way of example, if a five (5) year Subscription is offered or agreed with the End User, the Partner must procure the identical five (5) year Subscription from Milestone. Any deviation between the Subscription sold to the End User and that purchased from Milestone is not permitted and shall be at the sole risk and liability of the Partner. For clarity, the price of the Subscription, together with any other commercial and supply-related terms not defined by the purchased Solution SKUs or the Arcules Terms of Service, shall be subject to agreement between the Partner and the End User, and Milestone assumes no responsibility or liability in respect thereof.

2.3 Subscription and On-Going Payments. Unless the End User affirmatively opts out of the Subscription prior to the expiration of the then-current Subscription Term in accordance with the Arcules Terms of Service, the Subscription shall automatically renew for the next consecutive Subscription Term. Unless the End User, through the Partner, has expressly selected a longer Subscription Term, any expiring Subscription shall automatically renew for the shortest Subscription Term then offered by Milestone, which is currently one (1) year, regardless of the duration of the expiring Subscription Term. The End User may alternatively elect to renew for a longer available term (e.g., three (3) or five (5) years), subject to Milestone’s then-current Subscription offerings and applicable terms.

Milestone will issue the renewal invoice to the Partner at least thirty (30) days prior to the expiration of the current Subscription Term. Unless the End User has opted out of its Subscription, the Partner shall be obligated to pay such invoice in accordance with the payment terms set forth in Section 2.4 below. Milestone’s issuance of an invoice for Subscription renewal shall not be contingent upon the Partner’s submission of a Purchase Order and will be issued irrespective of whether a Purchase Order has been submitted. The price of the Subscription renewal is subject to (i) any changes to the MSRP, (ii) changes to the discount level granted to the Partner under the Program, and (iii) any Subscription expansions or modifications ordered by the Partner.

The Partner acknowledges and agrees that it bears full responsibility for all ongoing Subscription charges in the absence of a valid opt-out by the End User, and that Milestone shall not be held liable for any failure by the End User to terminate the Subscription in a timely manner in accordance with the Arcules Terms of Service. Milestone will use reasonable efforts to provide prior notice of an upcoming Subscription renewal and the requirement to actively opt out to both the End User and the Partner. However, any failure to deliver such notice shall not relieve the Partner of its payment obligations under this Agreement.

2.4 Payment Terms. For the initial Subscription procured by the Partner for the End User, and for any subsequent consecutive Subscriptions, payment shall be due within thirty (30) calendar days from the date of the invoice issued by Milestone to the Partner. All payments shall be made in the currency specified in Milestone’s then-current Recommended Price List and as reflected in the applicable invoice. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1,5%) per month, or the maximum rate permitted by law, whichever is lower, from the due date until the date of full payment.

Milestone reserves the right to change payment terms at any time if, in Milestone’s opinion, the Partner’s financial condition or payment history so justifies (to be determined by Milestone in its sole discretion). Milestone further reserves the right to suspend and/or terminate access to the Solution and related services for End Users in the event of issues with the Partner’s account, including, without limitation, any overdue payments. Such suspension shall not be deemed a breach of this Agreement by Milestone. Each Party is solely responsible for its own expenses incurred in the performance of this Agreement.

Milestone may implement a credit policy applicable to the Partner under the Program, which may include, without limitation, time limits for credits following the processing and invoicing of a Purchase Order by Milestone, as well as restrictions on rights of set-off. In the event of late payment, or if the Partner exceeds its credit limit under the credit policy, if any, Milestone may, at its discretion, reject Purchase Orders, suspend or terminate further deliveries of the Solution, and/or require prepayment. In the event of late payment or if the credit limit is exceeded due to the Partner’s payment default, either repeatedly or by amounts exceeding the thresholds stated in the credit policy, Milestone may terminate this Agreement, provided that Milestone first delivers written Notice of its intent to terminate and the Partner fails to cure such breach within seven (7) days of receipt of the Notice.

Notwithstanding anything to the contrary in this Agreement or the Program, if the Partner is in default under this Agreement or the Program, or fails to make any payments when due, Milestone may withhold or offset any rebates, incentives, credits, or other benefits otherwise payable or available to the Partner and apply them against any outstanding amounts owed by the Partner to Milestone.

2.5 Early Termination Charge. If a Subscription is terminated prior to the expiration of the then-current Subscription Term, Milestone may apply an early termination charge equal to the Subscription fee paid or payable by the Partner for the unused portion of the Subscription Term. For clarity, where the full Subscription fee for the entire Subscription Term has been paid upfront by the Partner, no additional early termination charge shall apply; provided, however, that any unbilled or unpaid payment obligations shall be invoiced by Milestone to the Partner and shall become immediately due and payable upon such early termination by the End User. Any early termination charge shall be applied by Milestone to the Partner in accordance with this Section 2.5 and Section 2.4 above.

2.6 Taxes. The Partner shall bear and be responsible for the payment of all taxes associated with the purchases described in this Agreement (other than taxes based on Milestone’s net income) including without limitation, fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or based upon such charges, or upon this Agreement.

2.7 Records and Audits. The Partner shall maintain accurate and current financial records regarding any payments made or owed by the Partner to Milestone under this Agreement. During the Term and for one (1) year thereafter, Milestone shall have the right upon thirty (30) days’ prior written notice to visit, inspect and audit Partner’s financial records during Partner’s normal business hours, for the sole purpose of verifying the Partner’s compliance with the terms of this Agreement. This provision shall apply in addition to Clause 17 of the Terms.

3.0 Autonomy of agreements 

3.1 Privity of Contract. The commercial and payment arrangements between the Partner and the End User are entirely independent of, and shall have no effect on, the payment obligations or other terms of this Agreement between Milestone and the Partner. Milestone shall have no responsibility or liability whatsoever for any non-payment, default, or other breach by the End User under its agreement with the Partner.

The Partner acknowledges and agrees that it is Milestone’s policy not to issue any pro-rata refunds for pre-paid fees or to waive ongoing payment obligations for Subscriptions to the Solution. The Partner shall not make any statements, representations, or commitments to End Users that suggest or imply that Milestone will provide refunds of pre-paid fees under any circumstances, unless otherwise is explicitly defined in the Arcules Terms of Service.

3.2 Change of Partner. The End User shall have the right to change or replace its designated Milestone Partner at any time, subject to the Program. Such change shall not impose any obligation on Milestone to issue compensation, credits, or refunds to the Partner, nor shall it relieve the Partner of any past or current payment obligations due under this Agreement. For clarity, all Subscriptions are licensed to the End User. The Partner shall not represent itself as the holder or owner of any Subscription, nor act in any way that is inconsistent with the End User’s rights under such Subscription. In the event that the End User has changed the Partner supporting its Subscription, the new Partner shall promptly notify Milestone of any such change in writing and accept future payment and autorenewal obligations due under this Agreement.

4.0 Indemnification; Limitation of Liability 

4.1 Indemnification by Milestone. Milestone will defend, indemnify, and hold harmless the Partner from any and all third-party claims, damages, and expenses (“Costs”) brought against the Partner alleging that the Solution, in the form as delivered by Milestone, infringes the intellectual property rights of such third-party; provided that the Partner provides Milestone with: (a) prompt written notice of the claim; (b) all necessary assistance, information and authority necessary for Milestone to defend the claim and perform its obligations under this Section 4.1 (at Milestone’s expense); and (c) sole control of the defense of such claim and all associated settlement negotiations. Milestone may not settle any claim against the Partner that does not fully and unconditionally release the Partner from any liability for the indemnified claim. If a claim of infringement is made or appears likely to be made with respect to the Solution, Milestone may, at its expense and discretion, modify it to make it non-infringing, replace all or portions of the Solution with a substantially functional equivalent, or terminate this Agreement in whole or with respect to the affected Solution. Milestone will have no liability or responsibility to indemnify the Partner with respect to any claim based upon: (d) any service, information, component, hardware, or application provided or made available by the Partner, End User, or any other party; (e) any integration with and/or Modifications of the Solution by the Partner, End User, or any other party other than Milestone; or (f) Partner’s continuance of allegedly infringing activity after being notified thereof, or after being notified of Modifications (to be made at no cost) that would have avoided the alleged infringement. For the purpose of this Agreement, “Modifications” shall mean any corrections, adaptations, derivatives, enhancements, changes, additions, revisions and other modifications (collectively, “Modifications”). 

4.2 Indemnification by Partner. The Partner will defend, indemnify, and hold harmless Milestone and its Affiliates from any and all Costs incurred or caused by: (a) Partner’s or End User’s breach of this Agreement, TOS, Solution Documentation, or any law or regulation; (b) claims that other services or products provided by the Partner to the End User infringes, violates, or misappropriates a third-party’s intellectual property rights (except to the extent such claim is based on the Solution); (c) Partner’s breach of Section 6 hereof (Compliance and Representations); and (d) by reason of any act or omission on the part of the Partner or Partner’s staff, including without limitation, unauthorized or untrue representations concerning the Solution and Partner’s failure to promptly and accurately provide Purchase Orders, change orders, cancellations, and other information and documentation received from or to be delivered to actual or potential End Users. In the event of a claim under this Section 4.2, Milestone agrees to provide the Partner with: (e) prompt written notice of the claim; (f) all necessary assistance, information and authority necessary for the Partner to defend the claim and perform its obligations under this Section 4.2 (at Partner’s expense); and (g) sole control of the defense of such claim and all associated settlement negotiations. The Partner may not settle any claim against Milestone that does not fully and unconditionally release Milestone and its Affiliates from any liability for the indemnified claim.

4.3 Limitation of Liability. OTHER THAN FOR PARTNER’S VIOLATION OF MILESTONE INTELLECTUAL PROPERTY RIGHTS, MILESTONE CONFIDENTIAL INFORMATION, CLAUSE 4 OF THE TERMS (RESTRICTIONS), AND SECTION 6.0 OF THIS AGREEMENT (COMPLIANCE AND REPRESENTATIONS), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY (INCLUDING WITHOUT LIMITATION, ANY END USER), FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE SOLUTION (INCLUDING NO-CHARGE OFFERINGS), OR THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT (AND WILL NOT BE LIABLE FOR INTERRUPTION OF BUSINESS, OR LOSS OF PROFITS, OPPORTUNITY, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, BREACH OF WARRANTY, OR IN TORT OR OTHERWISE, EVEN IF THE NON-CLAIMING PARTY HAS BEEN PREVIOUSLY ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLUTION (INCLUDING NO CHARGE OFFERINGS) IS PROVIDED “AS-IS” AND MILESTONE DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SOLUTION (INCLUDING NO-CHARGE OFFERINGS), SUPPORT, AND MILESTONE CONFIDENTIAL INFORMATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MILESTONE DOES NOT WARRANT THAT THE APPOINTMENT, SOLUTION (INCLUDING NO-CHARGE OFFERINGS), GATEWAY, SUPPORT, OR MILESTONE CONFIDENTIAL INFORMATION WILL PERFORM WITHOUT ERROR OR INTERRUPTION.

MILESTONE’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LIABILITIES OR OBLIGATIONS IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THIS AGREEMENT DURING ITS TERM (AND ITS PERFORMANCE OR NON-PERFORMANCE), WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), AND TO INCLUDE ANY OBLIGATION TO INDEMNIFY AND HOLD HARMLESS UNDER THIS AGREEMENT, THE SOLUTION (INCLUDING NO-CHARGE OFFERINGS), MILESTONE TRADEMARKS, MILESTONE CONFIDENTIAL INFORMATION, SALES, MARKETING, AND TRAINING INFORMATION, OR THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, WILL IN NO EVENT EXCEED HALF OF THE ANNUALIZED VALUE OF ANY AMOUNTS PAID BY THE PARTNER TO MILESTONE UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE CLAIM OR LIABILITY; AND FOR EACH SINGLE INCIDENT SHALL NOT EXCEED THE TOTAL PAYMENT PROVIDED FOR SUCH SUBSCRITION TO MILESTONE. 

5.0 Term and Termination

5.1 Term. This Agreement will commence on the Effective Date and continue in effect for an initial period of one (1) year and will automatically renew for successive one-year term until terminated in accordance with this Section 5.0 (“Term”). The Term of this Agreement, and its continued validity, are subject to Partner’s compliance with the Program requirements, including, without limitation, the requirements of the Arcules Product Track. If the Partner fails to meet, or is otherwise not in compliance with, the Program requirements, Milestone may terminate this Agreement upon thirty (30) days’ prior written notice, unless terminated immediately for cause. If the Partner’s membership in the Program is terminated, this Agreement shall automatically terminate with immediate effect, without the need for prior written notice.

5.2 Termination. This Agreement will be immediately terminable as follows: (a) by either Party for its convenience (for any or no reason) upon thirty (30) days prior written Notice to the other Party; (b) in the event Partner is purchased by a competitor (as determined by Milestone in its sole discretion), or if a Milestone competitor acquires a controlling interest in the Partner; (c) in the event a material breach by a Party is not substantially cured within thirty (30) days from receipt of written notice from the non-breaching Party that describes such material breach (unless another remediation period is expressly set forth in this Agreement); or (d) if the other Party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefit of its creditors, or proceedings (whether voluntary or involuntary) are commenced against the other Party under any bankruptcy, insolvency or debtor’s relief laws.

5.3 Effect of Termination. Upon termination, all access and licensed rights under this Agreement (including without limitation, the Appointment, the Solution (including No-Charge Offerings) and the Milestone Trademarks), will automatically terminate and revert to Milestone, and the Partner will promptly: (a) return or destroy all copies of Milestone Confidential Information; (b) cease all use of the Solution (including No-Charge Offerings) and Milestone Trademarks; and (c) pay any outstanding fees owed to Milestone. Rightful and lawful termination of this Agreement by either Party, will not give rise to the right for the non-terminating Party to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise, made in connection with the business contemplated by this Agreement, due to such rightful termination; except that the Partner shall not be relieved from payment of any amount owed to Milestone under this Agreement accruing on or prior to termination of this Agreement.

Termination of this Agreement alone shall not affect the validity or continued effect of the Terms, including the Partner’s rights and licenses under any other Program Product Tracks, as applicable, unless the Partner’s membership in the Program is also terminated.

5.4 Existing End Users. In the event of termination for convenience by either Party, the Partner will continue to pay current amounts due to Milestone for existing End Users as such termination will not relieve the Partner of its existing payment obligations (namely, any unpaid and/or unbilled payment obligations) for any current Subscription Term. In the event of termination of this Agreement for any reason, the Parties will continue to perform their respective obligations to the extent reasonably practicable under the circumstances for existing End Users; provided, however, that the Partner’s rights under this Agreement to make new or renewal sales will cease.

5.5 Survival. All terms and provisions herein, which by their nature should survive expiration or termination of this Agreement, shall so survive. Without limiting the foregoing Sections 4.0-8.0, will survive termination of this Agreement for any reason.

6.0 Compliance and representation 

6.1 Representations and Warranties. The Partner hereby represents and warrants that: (a) it will conduct its business activities in a legal and ethical manner; (b) it has submitted and will submit complete and truthful information in connection with all purchase transactions and its End Users; (c) it will submit all filings and obtain any approvals or permits that may be necessary for it to perform its obligations under this Agreement; (d) it will commit no act that would reflect unfavorably on Milestone; (e) it is not a party with whom Milestone is prohibited from doing business under the applicable export control laws, including Sanctions Laws (as defined in Clause 14 of the Terms); (f) it will comply with all applicable laws in connection with its performance of this Agreement, including without limitation, anti-bribery, data protection, privacy, and marketing laws; (g) it will be fully and completely responsible and liable for all activity under its and its End User’s accounts (including without limitation, the accuracy, quality, integrity, legality and appropriateness of all data submitted by the Partner and the End Users to the Solution); (h) it will include a link to the TOS in the agreement with the End User; (i) it will include a provision that Milestone is a third-party beneficiary in its agreement with the End User, so Milestone can enforce its rights against any End User if Milestone deems necessary in its sole discretion; (j) any data or material submitted by the Partner or the End Users to the Solution does not infringe, violate, or misappropriate any third-party IP right; and (k) it will be fully and completely responsible and liable for all mistakes or other conflicts between the End-User’s ordering document and its Purchase Order to Milestone, and the End User’s sole and exclusive remedy for such mistake or conflict shall be against the Partner (and not Milestone).

6.2 Compliance with Laws and with Terms. The provisions of this Agreement shall be interpreted and applied in compliance with applicable competition laws and shall not limit Milestone or the Partner’s rights under such laws. This Agreement shall apply in conjunction with the Terms, and all requirements set forth therein, including, without limitation, export control and anti-corruption compliance obligations, shall apply in full and form part of the Partner’s responsibilities and liabilities hereunder.

The Partner acknowledges and agrees that neither the Solution nor any technical data related thereto nor the direct product thereof are intended: (a) to be used for any purpose prohibited by the applicable export laws or regulations; or (b) to be made available or exported, either directly or indirectly, to any country to which such shipment is prohibited by the applicable export laws or regulations. Milestone shall not be obligated to perform or fulfill this Agreement to the extent such performance is restricted or otherwise prevented by Milestone’s internal compliance policies (including HRDD process), or by applicable national or international foreign trade, customs, embargo, or sanctions requirements.

6.3 Anti-corruption Laws. In addition to Clause 15 of the Terms, the Partner acknowledges and agrees that any sums paid to it under this Agreement (whether from End User or Milestone) are for the Partner’s own account and that, except as appropriate to carry out its duties set forth herein in a legal manner, the Partner did not, has no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or anything of value to any other person in connection with the performance of Partner’s referral activities hereunder, including without limitation, no actions that would cause the Partner or Milestone to violate any applicable anti-bribery or anti-corruption laws.

7.0 Insurance 

7.1 Minimum Levels. The Partner shall acquire and maintain during the Term, and for one (1) year thereafter, comprehensive general liability, worker’s compensation and other business insurance policies that are required by applicable law and customary for similar businesses conducted in locations where Partner’s business is located. The Partner agrees that it will be solely responsible for ensuring that its agents (including contractors and subcontractors) that perform services in any way connected with the Solution will maintain similar insurance levels. Upon request by Milestone, The Partner shall furnish Milestone a certificate of insurance evidencing such coverage.  The Partner will obtain insurance coverage from an insurance carrier with a minimum A.M. Best’s rating of A-.

8.0 General provisions 

8.1 Assignment. This Agreement will be binding on permitted successors and assigns. Neither Party may assign this Agreement without the other Party’s prior written consent, except that Milestone may assign this Agreement without consent in the event of an assignment to a Milestone Affiliate. Any assignment made in violation of this Section 8.1 will be null and void.

8.2 Force Majeure. Except for the Partner’s payment obligations, a Party will be excused from delay or non-performance in the delivery or fulfillment of an obligation of this Agreement if and to the extent such delay or failure is caused by occurrences beyond the control of such Party, including without limitation, to market conditions, acts of God, war, acts of terrorism, riots and civil disturbances, expropriation or confiscation of facilities or compliance with any order or request of governmental authority, strikes, labor or employment difficulties whether direct or indirect, or shortages in material, or any cause whatsoever which is not within the reasonable control of that Party.

8.3 Relationship. The relationship created hereby is that of independent contractors. This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency, or employment relationship. Neither Party may act in a manner that expresses or implies a relationship other than that of independent contractor. Neither Party is authorized to make any express or implied representations or commitments on behalf of the other without prior written approval from the other Party, including statements about the Solution, warranties, or related matters. The Partner will bear all expenses incurred in connection with its own business and resale of the Solution, including, without limitation, employees’ compensation, taxes, insurance, telephone, computer systems, technical support, and transportation. In this regard, the Partner will be solely responsible for the control, direction, and employment or retention of its employees and agents.

8.4 No waiver. The failure or delay of either Party in exercising any right or remedy under this Agreement shall not constitute or be construed as a waiver of such right or remedy.

8.5 Entire Agreement. The Terms, this Agreement, the TOS, and the Documentation, all of which are incorporated herein by reference, collectively constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior or contemporaneous oral or written communications, proposals, representations, and warranties. These documents shall prevail over any conflicting or additional terms contained in any quote, Purchase Order, or other communication between the Parties relating to the same subject matter.

This Agreement constitutes an Addendum to the Terms and shall apply in conjunction therewith. Any matters not expressly defined in this Agreement (including, by way of example, provisions relating to Notices, or Changes to the Terms) shall be governed by the Terms. In the event of a conflict between this Agreement and the Terms, the provisions of this Agreement, to the extent expressly defined herein, shall prevail and control.

The Partner shall not amend or modify this Agreement unilaterally, unless such amendment or modification is made in writing and executed by duly authorized representatives of both Parties. Milestone may amend or otherwise introduce changes to this Agreement as reasonably required by providing at least thirty (30) days’ prior written notice. Such changes may include, without limitation, the adoption and implementation of Milestone Policies, the introduction of additional or modified requirements arising from changes in Milestone’s business model or Subscription offerings, or to ensure compliance with applicable laws, including any amendments thereto.

8.6 Severability. If any of the provisions of this Agreement are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, such provisions are hereby waived, amended or reformed to the extent necessary for this Agreement to be otherwise enforceable in such jurisdiction.

8.7 Governing Law and Dispute Resolution. This Agreement 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 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 this Agreement, 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.01