1. Milestone Developer Community

1.1 Milestone offers the DC Member a process to build and test their technology with the Milestone Products included in the Milestone Product Portfolio (the “Developer Community”). The Developer Community is open to software applications, hardware appliances, and devices that are complementary to the Milestone Products.

1.2 The DC Member acknowledges that these Terms, as offered to the DC Member, and the DC Member’s participation in the Developer Community are contingent upon the following conditions (a) Milestone’s compliance check and acceptance of the DC Member into the Developer Community 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 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 Developer Community unless and until the prerequisites are met. If they are met, these Terms will come into effect on the date a written notification of the Company’s acceptance into the Developer Community 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 Developer Community, regardless of whether the Developer Community's prerequisites are met, including without conducting an application review or checking the Developer Community’s prerequisites as outlined in this Clause 1.2.

1.3 These Terms set forth the terms and conditions for the DC Member’s participation in the Developer Community. Details of the Developer Community can be found on the Developer Community Portal and/or on the Milestone website, https://www.milestonesys.com/support/for-developers/developer-portal/.

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.

“Build” means that the DC Member starts building its Developed Integration to be Compatible with the Milestone Product. The DC Member is, by itself, driving the build process, while Milestone provides tools and resources to the DC Members, which include the Milestone Integration Framework.

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

“Compatible” or “Compatibility” means that the DC Member 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.

Device Compatibility Process means the documented process that DC Members must follow to test and demonstrate the compatibility of their IP Devices or integrations with the applicable Milestone Products, in accordance with ONVIF standards, where applicable. Third-party driver integrations, including but not limited to drivers developed and owned by DC Members, are excluded from the Compatibility Process.

“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.

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

“Developer Community Portal” is an online collaboration space where developers, partners, and Milestone experts connect to discuss and share knowledge about building solutions on the Milestone XProtect Open Platform. It serves as the interactive community within the Milestone Developer Ecosystem, a place to ask questions, exchange ideas, discuss integration challenges, and explore best practices when working with Milestone’s SDKs, APIs, and tools.

“Developer Community Terms and Conditions” (“Terms”) means these Terms that shall constitute the binding agreement between Milestone and the DC Member.

“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. For device manufacturers, a Developed Integration refers to the device drivers enabling their IP Device to connect with and transmit video, metadata, or events, as applicable, to a Milestone Product through ONVIF-compliant interfaces.

“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 thier own use. For the purpose of the test license granted under the Developer Community, the DC Member 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 DC Member.

“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.

“IP Device” means an IP Device, such as an IP camera, an IP video server or encoder, which the DC Member seeks to be eligible for the Developer Community.

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

“Milestone Developer Community Portal” or “Portal” means the Milestone website where information on the Milestone Developer Community is published, and which is located at https://www.milestonesys.com/support/for-developers/developer-portal/.

“Milestone Integration Framework” or “Integration Framework” means the software components made available by Milestone under the Developer Community that enable the connecting, embedding, compatibility, and interoperability between the DC Member’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).

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

“Milestone Product(s)” means the Milestone Software (e.g., Milestone XProtect VMS products) and other Milestone products offered to the DC Member under the Developer Community, subject to these Terms, the Developer Community, 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 Developer Community.

“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 DC Member under the Developer Community as part of the Milestone Product Portfolio.

“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 DC Member Developed Integration.

“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 Developer Community.

“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.

2.2 In addition to the terms defined in Clause 2.1 above, Milestone may introduce further terms and definitions within the Developer Community, as deemed applicable and relevant to the implementation and administration of the Developer Community. 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 DC Member. However, Milestone may offer optional services and activities to the DC Member and there may be fees associated with such services or activities as may be specified in the Developer Community. 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 Developer Community. Subject to the Developer Community and these Terms, Milestone will provide the DC Member with certain standard software and services free of charge, while the DC Member 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 Developer Community

4.1 The Developer Community is designed for different types of DC Member 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 Developer Community and/or these Terms, the DC Members may build their Developed Integrations by utilizing the tools and benefits that are offered by Milestone under the Developer Community, including, but not limited to, the Milestone Integration Framework.

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

Milestone reserves the right to limit or refuse the DC Member’s rights under the Developer Community 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.

Milestone may refuse access to its Products, including test licenses, online platforms (e,g., Milestone Developer Community Portal), and/or other tools made available under the Developer Community 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 Developer Community, and/or the Milestone EULA.

4.3 Milestone reserves the right, from time to time, to change the Developer Community, also by introducing supplementary and/or new requirements and terms, and otherwise modify, or discontinue the Developer Community, or any aspect of it, including any Milestone Policies. In the event of Material Changes, Milestone will inform the DC Members of any such changes by providing relevant information on the Milestone Developer Portal in accordance with Clause 27 of these Terms. Changes will be published on the Milestone Developer Community Portal. The DC Member is responsible for regularly checking the Developer Community Portal for any changes in the Developer Community, including updates to Milestone Policies that are made available by Milestone. The Partner shall be bound by changes to the Developer Community, and Milestone Policies as of the date the changes are posted on the Developer Community Portal.

4.4 Milestone may provide the Partner with reasonable support as detailed in the Developer Community Portal. Milestone may offer additional services to the Partner. 4.5 Under the Developer Community, the DC Member will be given access to the Milestone Developer Community Portal. Such access is granted via a username and password. Usernames and passwords are individual to the DC Memberand must be stored in a safe place. Milestone reserves the right to revoke login credentials and/or deactivate a DC Member’s account on the Developer Community Portal in the event of suspected misuse or compliance violations. The DC Member must access and use the Developer Community Portal in accordance with the Milestone Developer Community Portal Terms of Use.

5. Developer Community Framework

5.1 The Developer Community enables DC Members to Build Developed Integrations as specified subject to these Terms. DC Members, specifically IP device manufacturers, participating in the Compatibility Process must adhere to ONVIF standards where applicable. Milestone’s provision of testing tools and reports does not create any form of legal representation, warranty, or liability for the compatibility, performance, or compliance of the DC Member’s product.

5.2 For IP Devices, upon successful completion of the Compatibility Process, the IP Device may be included by reference on the Milestone Supported Device List. The DC Member 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.

5.3 Milestone releases new versions of the Products from time to time. It is the DC Member’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 DC Member. 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. DC Member Obligations

6.1 The DC Member commits to adhere to these Terms and the Developer Community, including any and all Milestone Policies as implemented by Milestone under the Developer Community.

6.2 Without prejudice to other provisions in these Terms (including warranties, intellectual property rights, indemnification, data protection, security and confidentiality obligations), the DC Member 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 DC Member Developed Integration or is otherwise subject to any applicable AI requirements, the DC Member must adhere to ethical AI principles, transparency requirements, and guidelines governing the development, deployment, and use of artificial intelligence. Additionally, the DC Member 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 Developer Community, the DC Member must: (i) at all times inform Milestone of its current contact information, including but not limited to the DC Member’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

7. Maintenance and Technical Support

7.1 The DC Member 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.

7.2 The DC Member shall 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 DC Member 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 DC Member. All Fixes will be remediated and provided at the DC Member’s own cost.

7.3 The DC Member shall remain at all times fully responsible and liable for supporting its Developed Integration.

8. Continued Compatibility

8.1 Subject to the Compatibility Process, Milestone may include certain IP Devices on the Milestone Supported Device List. Where an IP Device is included on the Supported Device List, the DC Member (as an IP device manufacturer) is encouraged to maintain continued compatibility with the Current Milestone Products and to notify Milestone of any material changes to the IP Device that could affect its interoperability with Milestone Products. Milestone does not assume any obligation to retest or monitor the ongoing compatibility of IP Devices, and any listing on the Supported Device List may be removed at Milestone’s discretion, including if compatibility is no longer confirmed or maintained, at any time without notice. Inclusion of any IP Device on the Milestone Supported Device List (SDL) shall not be deemed a confirmation of partnership, endorsement, certification, or continued compatibility.

8.2. Completion of the Compatibility Process or the use of Milestone Online Test Tools does not entitle any DC Member to receive a test report, Compatibility Report, or any other form of documentation from Milestone. Any data, results, or outputs generated from such testing are for the DC Member’s internal use only and may not be referred to, distributed, or marketed as a “Milestone-issued report,” “Milestone approval,” or similar designation.

9. Independent Parties

9.1 DC Member 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 DC Member’s participation in the Developer Community shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

9.2 While engaging under the Developer Community 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 DC Member 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 DC Member 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 DC Member shall not make any representations and warranties on behalf of Milestone, nor shall the DC Member impose any responsibilities and liabilities on Milestone for its Developed Integrations, including any associated documentation and information. Consequently, the DC Member 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 DC Member hereunder is not exclusive, and Milestone shall not be restricted in any way from making the Milestone Product Portfolio available to other DC Members. The DC Member is informed that Milestone will collaborate with other DC Members which develop and make available products that may be similar to or otherwise compete with the products or Developed Integrations of the DC Member.

9.5 The Parties will, on an ongoing basis, collaborate to further the purpose of the Developer Community. These Terms shall not restrict either Party from pursuing its current or future business activities, interests, or relationships. The Compatibility of the DC Member Developed Integrations with the Milestone Products shall not affect the Parties’ status as independent market participants. The collaboration between the Parties under the Developer Community 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 Developer Community and these Terms, and if applicable, to treat such information as Confidential Information, cf., Clause 19.

10. Licenses Offered to Milestone

10.1 The DC Member offers Milestone the licenses for the purpose of and as defined under the Developer Community and these Terms.

10.2 Subject to these Terms and the Developer Community, for IP Devices, the DC Member grants to Milestone a worldwide, perpetual, royalty-free, and non-transferable license to include the IP Device, 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 Developer Community. This license includes the right for Milestone to publish the DC Member’s name as the manufacturer, along with the IP Device’s name, brand, and other identifying information. The DC Member 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 DC Member’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 DC Member hereby grants Milestone the right to retain and use samples of any IP Devices provided to Milestone under the Developer Community for the following limited purposes:

(i) developing, maintaining, and testing Milestone Drivers;

(ii) conducting and documenting the Compatibility Process to evaluate the interoperability of the IP Device with Milestone Products; and

(iii) providing technical support services to Milestone customers in connection with the use of such IP Devices together with Milestone Products. Any testing performed or documentation issued by Milestone as part of the Compatibility Process is conducted solely for technical evaluation purposes and does not constitute any certification, approval, endorsement, or legal representation of the IP Device. Milestone shall not assume or accept any liability arising from the use, performance, or market availability of the IP Device, and all related intellectual property rights remain the sole property of the DC Member.

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 DC Member’s membership in the Developer Community. Milestone agrees and warrants to use the rights granted under this Clause 10 solely for the purpose as defined under these Terms and the Developer Community.

11. Licenses Offered to DC Member

11.1 The DC Member is offered to use the Milestone Integration Framework to build its Developed Integrations. The DC Member 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 DC Member 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.

11.3 The DC Member’s right to use any licenses granted hereunder is conditioned upon full compliance with, and absence of any breach of, these Terms and the Developer Community. The DC Member may also be granted additional licenses, as explicitly defined under the Developer Community. The DC Member agrees and warrants not to use the Milestone Products, and any other Milestone software and tools made available by Milestone under the Developer Community, 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 DC Member 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 DC Member agrees to adhere to those Terms. The use of the Milestone Product by the DC Member under the Developer Community shall always be limited to test purposes and other purposes as explicitly defined under the Developer Community and the applicable Test License Terms. The DC Member must inform its employees and consultants of the terms of the Milestone EULA, including the Test License Terms when using Milestone Products under the Developer Community.

12.2 Test licenses to the Milestone Products are made available upon enrolling in the Developer Community, subject to these Terms, the Test License Terms, the Developer Community, and applicable license requirements. For this purpose, Milestone may grant the DC Member 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 DC Member’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 DC Member 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. If the DC Member engages third-party suppliers to assist with the Developed Integration, including Compatibility testing, the DC Member 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 DC Member itself.

12.3 The DC Member is entitled to make use of the Milestone Integration Framework as offered under the Developer Community, 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 DC Member is allowed to re-distribute certain executable files identified as re-distributable files in the Integration Framework as part of the DC Member’s Developed Integration, subject to the terms of the applicable Milestone EULA. The DC Member 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 DC Member or its customer’s desired functionality or need, even if there is a successful Milestone Compatibility Process confirming the Compatibility of the DC Member’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 any DC Member’s Developed Integrations, including, but not limited, to its performance and/or functionality. The Device Compatibility Process is limited to determining, in accordance with applicable ONVIF documentation and Milestone’s testing process, conducted by the DC Member, whether the specific Developed Integration meets the technical interoperability requirements for connection with the relevant Milestone Product in the configuration tested. Any compatibility report as issued by the applicable Milestone test tool, is provided solely as evidence of that limited assessment and does not constitute a guarantee, endorsement, or warranty. Compatibility applies only to the tested device and configuration and does not extend to performance, security, or use outside the test environment. Milestone assumes no responsibility or liability for any actions, representations, or commercial activities of the DC Member based on such compatibility.

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 DC Member 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, and other material and marketing platforms made available by Milestone under the Developer Community, 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.

14.2 Milestone Products are made available to the DC Member 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 Developer Community, or mutually agreed between the Parties in writing, the DC Member 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 Developer Community, 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 DC Member 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 DC Member’s own products, including its Developed Integrations, or other products or services.

14.6. The DC Member 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.

14.7 The above shall not restrict the DC Member’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 Developer Community.

15. Trademarks

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

15.2 The DC Member may use the Milestone branded materials in accordance with the Developer Community and its guidelines. 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 DC Member 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 DC Members remedies shall be as stated in the Milestone EULA.

16.2 The DC Member 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 DC Member 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 DC Member’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 DC Member’s negligence or its Developed Integration, or

(iv) any acts or omissions, or use of the Milestone Product by the DC Member 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 DC Member prompt written Notice thereof. The DC Member shall thereafter take over the matter and bear any reasonable costs related hereto. The DC Member shall control the action and may request reasonable assistance from Milestone at the DC Member’s expense. When settling or compromising any claim, the DC Member 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.

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 Developer Community, 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 Developer Community, 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 Developer Community. 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 Milestone Confidential Information includes, without limitation, the Milestone Products and Milestone Intellectual Property Rights, APIs, software, websites, tools, documentation, specifications, and support and training materials, and all non-public Product information and data, including without limitation, information and data relating to the performance, functionality, roadmaps, flaws, and requirements of the Products. These Terms and any other information that is made available by Milestone to the DC Members constitute the Milestone Confidential Information (except for the information that is made publicly available by Milestone on the Milestone website and Milestone social media).

The DC Member shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Milestone Confidential Information with the same degree of care, but in no event less than reasonable care, as used to protect the DC Member’s own Confidential Information of similar nature. The DC Member shall not use any Milestone Confidential Information in furtherance of any activity or business competitive with Milestone Products. Any Confidential Information obtained by the DC Member must be returned, destroyed, and otherwise kept confidential after the DC Member’s participation in the Development Community is terminated. Any misuse of the Confidential Information shall be considered a material breach of these Terms.

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

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

19.4 This Clause 19 shall survive the termination of these Terms and the DC Member’s participation in the Developer Community.

20. Personal Data Protection

20.1 The Parties may exchange Personal Data for the purpose of performance under these Terms. Personal

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 Developer Community, 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/EEA to data controllers established outside the EU/EEA, 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 Developer Community-related information to the DC Member through electronic communication which shall be deemed relevant to the business relationship under the Developer Community. The DC Member 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 DC Members shall not issue any press releases or engage in public relations regarding their participation or membership in the Milestone Developer Community. Press releases or public announcements by a Party, other than publishing by Milestone any information related to these Terms and the Developer Community, including any related go-to-market activities by Milestone, shall only be made with the prior written authorization of the other Party.

23. Changes to the Terms

23.1 Milestone may modify these 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 Developer Community Portal. In the event of Material Changes, Milestone will inform the DC Members of any such changes by providing relevant information on the Milestone Developer Portal in accordance with Clause 27 of these Terms.

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 DC Member’s acceptance into the Developer Community 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 Developer Community.

24.2 These Terms, and accordingly the DC Member’s participation in the Developer Community, 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 Developer Community, 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 DC Member’s participation in the Developer Community, the DC Member must immediately cease all use of the benefits and tools offered by Milestone under the Developer Community, including but not limited to, the test licenses for Milestone Products provided under the Developer Community, the title of DC Member to Milestone. 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 Developer Community, including the DC Member’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 DC Member to immediately discontinue utilization of all and any Developer Community benefits, including but not limited to test licenses, and to ensure the removal of all DC Member-related information 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 DC Member 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 DC Member 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 DC Member 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 DC Member’s participation in the Developer Community, whether for convenience or for cause, the DC Member will not be subject to the Developer Community 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 Developer Community, 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 DC Member must immediately upon becoming aware that a change of control within the DC Member has taken place, inform Milestone by written Notice. Upon receipt of such Notice, Milestone may, at its sole discretion, terminate these Terms and the DC Member’s participation in the Developer Community 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.