Milestone Technology Partner Agreement

Oct 29, 2021

Effective date: {{Dte_es_:signer1:date}}

Technology Partner Agreement

entered into by and between

Milestone Systems A/S,

VAT/Reg.no 20341130,

Banemarksvej 50, DK-2605 Brøndby, Denmark

(“Milestone”)

and

ASI
Company Name: {{!CompanyName }}

21F, Block A Thai Building,

Address: {{!BillingStreet }} Lot E2, Duong Dinh Nghe Street, Yen Hoa Ward, Cau Giay Dist
Ha Noi
City and Postal/Zip Code: : {{!BillingCity 10000
}}, {{!BillingZip }}
Vietnam
Country: {{!CountryList }}
(the “Technology Partner”)

(also hereinafter referred to individually as a “Party” and collectively as “Parties”)

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v/1 April 2020 TPP
 Milestone Technology Partner Agreement
1. Milestone Technology Partner Program
1.1 Milestone offers the Technology Partner
Program (TPP) for its technology partners to
build, verify, and market their technology with the
Milestone XProtect VMS and provide desirable
offerings for the market. It is a collaboration
program to explore technological synergies and
to promote and ease market access to
technologies using the Milestone XProtect VMS.
1.2 The TPP is open to software
applications, hardware, and services that are
complementary to the Milestone XProtect VMS.
Details of the TPP, including the program
requirements and benefits, can be found on
Milestone’s website
www.milestonesys.com/community/become
-a-partner/technology-partner-program/
1.3 This Agreement sets forth the terms and
conditions for the Technology Partner’s
participation in the Milestone TPP, and the
Parties have to their mutual benefit entered into
the Agreement. The Technology Partner must
sign up for minimum one Track to participate in
the TPP.
1.4 The following Addendums are an
integrated part of the Agreement:
A. Track Addendums
B. The Milestone EULA
In case of conflict, the EULA shall be given the
highest priority, and the Track Addendums shall
each be given priority over the terms and
conditions found in this TPP Agreement.
2. Definitions
2.1 In this Agreement, the following
capitalized terms have the respective meanings
set forth below; terms in the plural shall also
include the singular and vice versa.
“Agreement” means this Technology Partner
Agreement, the Milestone EULA, and the signed
Track Addendums.
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“Compatible” or “Compatibility” means that the
Product, depending on its technical quality, is or
has been tested for its compatibility,
interoperability, or integration, respectively, with a
current Milestone XProtect VMS based on the
Verification Documentation submitted.
“Confidential Information” means any
business, commercial, product, proprietary or
technical information and data disclosed by a
Party to the other Party in connection with the
Agreement 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.
“Documentation” means publicly available
information on the Milestone Software provided
by Milestone with the Milestone Software.
“Effective Date” means the date when this
Agreement shall take effect as specified in the
headings above.
“EULA” means the Milestone End-User License
Agreement defining the license for use of the
Milestone Software published with the Milestone
XProtect VMS release at
www.milestonesys.com/support/resources/downloa
d-software/. The EULA may be changed for new
releases of Milestone Software without providing
any prior Notice to the Technology Partner.
“First (1st) Level Support” means all non-
technical and technical requests characterized as
routine in nature and typically resolved through
existing documentation including knowledge
base articles, manuals, guides, historical case
data and previously released hotfixes.
“Intellectual Property Rights” means all
worldwide, current or future (i) patents, patent
applications and patent rights; (ii) rights
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 Milestone Technology Partner Agreement
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.
“Marketplace Terms of Use for Partners”
means the applicable terms for participating in
Milestone Marketplace which are published on
https://www.milestonesys.com/my-
milestone/marketplace/marketplace-terms-of-
use/ (behind log-in).
“Milestone Software” means software to which
Milestone has ownership rights and which
Milestone makes available for the Technology
Partner, including the Milestone XProtect VMS.
“Milestone Verification” means that a
Technology Partner’s Product, based on the
Verification Documentation submitted, has been
verified to be Compatible with a current version of
the Milestone XProtect VMS, as further detailed
in the applicable Track Addendum.
“Milestone XProtect VMS” means the Milestone
products in the series Milestone XProtect® video
management software.
“MIP SDK”, which shall also include the MIP SDK
Mobile, means the Milestone Integration Platform
Software Development Kit which combines tools
such as documentation, sample applications and
executables, libraries and other tools available for
Software Integration, and which shall also be
deemed a Milestone Software.
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“MyMilestone Partner Portal” means the web-
portal for signing up and participate in the TPP.
“Notice” means one Party providing written
information to the other Party which has binding
effect on the Parties’ rights and obligations under
the Agreement.
“Product(s)” means the Technology Partner’s
choice of application, hardware, or service to be
eligible for the TPP
“Program” or “TPP” means Milestone’s
Technology Partner Program which may be
modified or amended by Milestone from time to
time and is found at the Program webpage
www.milestonesys.com/community/become-a-
partner/technology-partner-program/, with the
MyMilestone Partner Portal, and which will also
include a program guide and policies.
“Second (2nd) Level Support” means all
technical requests characterized as complex in
nature, requiring use of a computer and network
diagnostic tools to troubleshoot and reproduce
issues.
“Software Integration” means any piece of
software connecting with the Milestone XProtect
VMS, developed with the aid of the MIP SDK,
utilizing application programming interfaces
(“API”) components or processes.
“TPP Agreement” means this agreement
document not including its Addendums.
“Tracks” means the ability of the Technology
Partner under the Program upon execution of a
Track Addendum to participate in a select
Program Track to build, verify, and market its
Products with the Milestone XProtect VMS.
“Track Addendum” means each separately
executed Addendum for participation in the
respective technology Tracks under the Program.
“Verification Documentation” means the tests
and other documentation to be provided to
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 Milestone Technology Partner Agreement
Milestone for verification of the Product’s
Compatibility with Milestone XProtect VMS.
2.2 This Agreement will 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 this Agreement as a whole. All
references to "days" refer to calendar days,
unless otherwise expressly set forth in this
Agreement. Any reference to any legislative
provision shall be deemed to include any
subsequent re-enactment or amending
provisions.
3. Fees
3.1 There are customarily no fees required to
become a Milestone Technology Partner.
However, Milestone offers optional services and
activities to the Technology Partner and there
may be fees associated therewith as specified in
the TPP and for each Track. Services which are
available for a fee will be marked as chargeable
services.
3.2 Each Party will pay its own costs to carry
out the Agreement, and the costs associated with
making use of the benefits and fulfilling the
requirements of the Program and the Agreement.
Milestone will support the Technology Partner
with certain standard software and services free
of charge, while the Technology Partner assumes
all costs and liabilities for making its Products
commercially available with the Milestone
XProtect VMS and all costs for any associated
support and/or training to be provided to its
customers.
4. The Program
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4.1 The TPP consists of Tracks, each
designed for specific technologies or services.
Detailed information on each Track can be found
under the TPP. Technology Partners may choose
to be part of more than one Track, based upon
objectives and offerings, by execution of the
respective Track Addendum associated with a
specific Track.
4.2 By execution of this Agreement and
associated Track Addendum(s), the Technology
Partner commits to adhere to all Program
requirements. The Technology Partner
acknowledges that all benefits enjoyed under the
Program are conditioned upon fulfilling the
Program requirements and this Agreement.
4.3 Under the Program, the Technology
Partner will be given access to a MyMilestone
Partner Portal account and must designate a
MyMilestone administrator to manage user
access.
4.4 It is the Technology Partner’s
responsibility to remain informed of the most
current Program requirements and to frequently
access the TPP webpages, including
MyMilestone Partner Portal.
4.5 Milestone reserves the right, from time to
time, to change the TPP, including but not limited
to the Program’s benefits and requirements.
Changes shall be uploaded in the TPP and,
depending on the subject matter, Milestone will
provide a written Notice cf. Clause 24. A Notice
of no less than 30 calendar days shall be
provided prior to material changes which
reasonably may be regarded as having a
negative impact on the technology partners. The
Technology Partner has the right to terminate in
writing the Agreement with a termination Notice
of 30 days, cf. Clause 21, however, termination
may at the option of the Technology Partner take
effect at the date when the revised Program takes
effect, but with no less than 15 days prior written
Notice.
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 Milestone Technology Partner Agreement
4.6 Milestone will provide Technology
Partner reasonable support according to
Milestone’s TPP as further detailed in the
Program.
4.7 Milestone will offer additional services in
support of the TPP, and such services will be
provided by written request and by executing a
service agreement. Information on the supporting
services can be found in the Program.
5. The TPP Process
5.1 The TPP enables technology partners to
bring technology offerings to the market in three
consecutive mandatory steps: “Build”, “Verify”
and “Market” as specified in the Track
Addendums. The purpose is to provide and verify
a Product’s Compatibility with Milestone XProtect
VMS in the versions tested and, thereby, obtain a
Milestone Verification. This TPP process may be
repeated at each Technology Partner’s option for
each Product requested to be included under the
TPP.
5.2 The Technology Partner is informed that
Milestone releases new versions of the Milestone
XProtect VMS from time to time. It is the
Technology Partner’s responsibility to be
informed of the current Product List, and
frequently access Milestone’s webpage at
www.milestonesys.com/contract-productoverview
and the Product Lifecycle
www.milestonesys.com/support/resources/product-
lifecycle/ as Milestone reserves the right to, from
time to time, remove Products, introduce
Products, and/or change the functionality or
discontinue sale of existing Products without
further notice to the Technology Partner.
However, Milestone will provide a written Notice
of not less than 60 calendar days prior to a
scheduled end-of-life of a Product.
6. Technology Partner Obligations
6.1 Technology Partner commits to adhere to
the Program and the requirements to participate
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in the Tracks which the Technology Partner signs
up for. The benefits and requirements are found
at www.milestonesys.com/community/become-
a-partner/technology-partner-program/.
6.2 Further to the terms stated in the
Agreement, the Technology Partner must:
(i) at all times inform Milestone of its current
contact information, including but not limited
to company name, address, and email. All
Personal data will be treated in accordance
with the Milestone Privacy Policy
(www.milestonesys.com/privacy-policy/); and
(ii) upon Milestone’s written request,
Technology Partner must provide Milestone
information on its efforts to support their
Products and tests for Compatibility with the
Milestone XProtect VMS. If for any reason
Technology Partner’s Product becomes
commercially unavailable or is discontinued,
Technology Partner must inform Milestone
by written Notice no later than 30 days
before end-of-life; and
(iii) maintain available technically trained
personnel to ensure customer support on
the Products and the Technology Partner’s
offering under the TPP, including to make
First Level Support for the Products
at available to its customers, either directly or
through commercial partners; and
(iv) provide to Milestone’s technicians and
engineers information on the Products and
their Compatibility with Milestone XProtect
VMS and collaborate with Milestone to
timely solve technical issues related to a
successful operation of the Products and the
Milestone XProtect VMS.
7. Independent Parties
7.1 Technology Partner and Milestone are
independent parties and as such shall not make
any warranties or representations or assume any
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 Milestone Technology Partner Agreement
obligations on the part of the other. Neither Party
may claim to be a legal representative, franchise,
agent, or employee of the other Party, and this
Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or
employment relationship between the Parties
7.2 The relationship of Milestone and the
Technology Partner hereunder is not exclusive,
and Milestone shall not be restricted in any way
from making the Milestone Software available to
other technology partners. The Technology
Partner is informed that Milestone will collaborate
with other technology partners which develop and
make available products and services that may
be similar to or otherwise compete with products
and services of the Technology Partner.
7.3 The Parties will on an ongoing basis
collaborate to further the purpose of the
Agreement and the TPP. This Agreement shall
not restrict either Party from pursuing its current
or future business activities, interests, or
relationships. The Compatibility of the Products
with the Milestone XProtect VMS shall not lead to
any changes in the Parties’ status as independent
market participants, and the collaboration
between the Parties does not limit nor effect in
any way each Party’s decision-making
independence, nor determine market behavior.
7.4 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
absolutely necessary for the execution of the
purpose of the TPP and this Agreement and to
treat such information as Confidential
Information, cf. Clause 15.
8. Milestone End-User License Agreement
and other User Licenses
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8.1 For all Milestone Software made
available to the Technology Partner, the
corresponding Milestone End-User License
Agreement (“EULA”) shall apply, and the
Technology Partner accepts to adhere to its
terms and conditions. The Technology Partner
must inform its employees of the existence and
terms of the Milestone EULA when using
Milestone Software.
8.2 Test licenses to Milestone Software are
made available upon enrolling in the TPP.
Licenses are intended solely for the internal use
of the Technology Partner for testing purposes
and may not be sold, transferred or installed with
a third party without the prior written approval of
Milestone. If the Technology Partner is engaging
third party suppliers to assist, the Technology
Partner must provide that the third-party supplier
comply with the terms of the EULA and only apply
the test license for deliverables to the Technology
Partner.
8.3 The Technology Partner is entitled to
make use of the current MIP SDK subject to the
EULA. Notwithstanding the above, if Milestone
makes the MIP SDK, in whole or in part, generally
available for download on platforms on other
terms than the EULA, such other terms shall
apply as a condition for download from such
platforms and use by the Technology Partner in
respect to the parts of MIP SDK made available.
8.4 Milestone provides files and libraries in a
standalone manner as extracted from the MIP
SDK under the terms of the EULA or such other
terms required for its download. The MIP SDK
and the executable files herein may only be used
in connection with the associated Milestone
Software and, thus it may not be used separately
or for purpose of integrating non-Milestone
Software. The Technology Partner is allowed to
re-distribute certain executable files identified as
re-distributable files in the MIP SDK together with
the Technology Partner’s integration, subject to
the terms of the EULA and this Clause 8. The
Technology Partner is required to comply with
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 Milestone Technology Partner Agreement

any third-party software terms and conditions, tools, including the redistributable files with the
including credits and copyrights notices as set out Product, if the claim would not have occurred but
in the MIP SDK. for such combination and/or integration.

8.5 The Technology Partner agrees and 9.4 Even though Milestone strives to keep a
warrants not to use the MIP SDK or other high-quality level of the MIP SDK, and to make
Milestone tools made available in ways that will the MIP SDK compatible with future versions of
be infringing Milestone and its Intellectual Milestone XProtect VMS, the Technology Partner
Property Rights, nor in ways infringing third party understands and accepts that
rights as informed of in the MIP SDK. 9.4.1 The MIP SDK may be incompatible with
previous, present or future versions of the
9. Warranties and Disclaimers of Milestone Software.
Warranties 9.4.2 The MIP SDK may lack certain
functionalities or be incomplete in certain
9.1 Milestone warrants that the Milestone
areas.
Software shall, in all material aspects, have the
9.4.3 The MIP SDK may contain incorrect,
functionality as detailed in the Documentation.
misleading or outdated material
Milestone Software and the related
documentation or sample products and
Documentation are provided without any implied
source code, and
warranty of merchantability, fitness for a
9.4.4 The use of the MIP SDK is covered by the
particular purpose, or non-infringement.
same general disclaimers as the Milestone
Specifically, Milestone does not warrant that any
Software it is used together with as
product or service of Milestone meets the
described in the EULA.
Technology Partner or its customer’s desired
functionality or need, even if there is a successful
10. Intellectual Property Rights
Milestone Verification confirming the
Compatibility of the Technology Partner’s product 10.1 Milestone holds Intellectual Property
and the Milestone Software. Rights, including the full copyright and trademark
rights to the Milestone XProtect VMS, the
9.2 Milestone does not warrant the
Documentation, Milestone Verified, and other
Technology Partner’s Products nor
material and marketing platforms made available
functionalities. For the Milestone Verification,
by Milestone under the TPP except for eventual
Milestone only verifies the Compatibility with the
third-party components to which Milestone’s
Milestone XProtect VMS version applied in
suppliers hold all rights. Copyrights and
verification tests. Milestone does not verify
trademarks stated in the Milestone Software
product Compatibility for installations not
belongs to Milestone or the respective owners
comparable with the testing environment.
thereof.
Milestone disclaims any liability with respect to
the Technology Partner’s action, anticipated or 10.2 Milestone Software is made available to
taken, when commercializing its Products with the Technology Partner under the terms of the
reference to the Milestone Verification Milestone EULA for the specific purpose as
stated in each Track Addendum for its duration.
9.3 The MIP SDK with its files and libraries
Milestone makes no representation or warranty
are provided in a standalone manner as extracted
as to the validity or enforceability of the
from the MIP SDK, and Milestone shall not be
intellectual property rights in the Milestone
liable for any third party claim due to a
Software.
combination and/or integration of the MIP SDK

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 Milestone Technology Partner Agreement
10.3 Unless otherwise stated in the Track
Addendum or agreed between the Parties, the
Technology Partner acquires the Intellectual
Property Rights to the Software Integration.
10.4 Other than the licenses expressly
granted, neither Party grants any license of, right
in, or makes any assignment of any of its property
rights, including Intellectual Property Rights.
10.5 The Technology Partner shall have no
right to alter Milestone Software in any way and
may not alter or delete any references regarding
rights, trademarks or any other intellectual
property rights of Milestone or a third party stated
in the Milestone Software or on the media upon
which it is delivered. The Technology Partner
shall not do or authorize any third party to (i) copy
Milestone Software or any part hereof except to
the extent and for the purposes expressly
permitted in the Agreement, including the
particular Track Addendum, or (ii) alter, modify,
adapt, develop, reverse engineer, decompile,
disassemble 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. The above shall not restrict the
Technology Partner’s access to add functions or
functionalities into Milestone Software for
purpose of providing Compatibility with the
Products under the Tracks.
11. Trademarks
11.1 The Technology Partner grants to
Milestone a limited, non-transferable right to list
the Technology Partner by name as an
authorized Milestone Technology Partner on
Milestone’s websites and other marketing
material.
11.2 Technology Partner may use the
Milestone TPP logo(s) for the relevant Track and
other branded materials in accordance with the
Program and its guidelines. The trademark
“Milestone Verified” is restricted for use to Tracks
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which are subject to Milestone Marketplace and
the Technology Partner may only use “Milestone
Verified” in connection with a Product and when
including a reference in form of a link to the
published page on Milestone Marketplace where
the Product is uploaded together with the
Verification Document as defined in the Track
Addendum. The Partner may not make use of the
trademark “Milestone Verified” in any other
context including by using other wordings
expressing similar messaging with reference to
Milestone, such as “verified by Milestone” or
otherwise. Milestone makes no representation or
warranty as to the validity or enforceability of the
trademarks.
11.3 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.
11.4 The Technology Partner is strictly prohibited
from registration of any trademark of Milestone
and/or applications to register any mark, which in
the sole discretion of Milestone, is substantially
similar to a Milestone mark.
12. Infringement of Third-Party Rights
12.1 Milestone is liable for third party
infringement of Milestone Software under the
terms of the EULA for infringement only if caused
solely by the Milestone Software in a standalone
manner and/or by its use in accordance with its
Documentation and the terms of the Milestone
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 Milestone Technology Partner Agreement
EULA. The Technology Partners remedies shall
be as stated in the Milestone EULA.
12.2 Milestone shall not assume liability
towards a third party to any greater extent than
provided under this Agreement.
12.3 The Technology Partner shall 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 interoperations, improvements,
modifications, alterations or integrations made by
the Technology Partner to the Milestone
Software, including but not limited to events
whereas:
(i) the Milestone Software is combined with
other hardware, software, or other systems
and the third-party claim would not have
arisen but for such combination; or
(ii) the Technology Partner’s use of the
Milestone Software is in a manner not
expressly contemplated by the
Documentation accompanying the Milestone
Software and the third-party claim would not
have arisen but for such use;
(iii) any personal injury, death, or property
damage caused by the Technology
Partner’s negligence or its Products, or
(iv) any acts or omissions, or use of the
Milestone Software by the Technology
Partner or its Supplier in contravention of the
EULA or applicable laws.
12.4 In the event of any action against
Milestone in which such infringement is alleged,
Milestone shall provide the Technology Partner
prompt written Notice thereof. The Technology
Partner shall thereafter take over the matter and
bear any reasonable costs related hereto. The
Technology Partner shall control the action and
may request reasonable assistance from
Milestone at the Technology Partner’s expense.
When settling or compromising any claim, the
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Technology Partner cannot, without Milestone’s
prior written approval, make any admissions of
fact that expose Milestone to an imposition of
damages or other claims.
13. Liability and Limitation of Liability
13.1 Subject to the terms of this Agreement
and its indemnifications, disclaimers, exclusions,
and limitations on liabilities, each Party shall be
liable to the other Party under applicable laws for
breach of this Agreement.
13.2 Milestone’s liability for Milestone Software
shall be limited as stated in the Milestone EULA
with its remedies and limitations on liabilities
which is explicitly incorporated into this
Agreement.
13.3 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.
13.4 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.
13.5 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 this Agreement, 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).
13.6 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
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 Milestone Technology Partner Agreement
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 this
Agreement, even if the other Party has been
advised of the possibility of such damages.
14. Force Majeure
14.1 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 this
Agreement 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.
15. Confidentiality
15.1 Confidential Information shall only be
shared and used for the purpose of this
Agreement and the TPP. 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.
15.2 Confidential Information provided by a Party
(“Discloser”) to the other (“Recipient”), shall be
kept confidential by the Recipient with the same
degree of care as is customarily used with
respect to the Recipient’s own confidential
information in order to avoid disclosure to any
unauthorized party. Confidential Information must
not be distributed or disclosed by the Recipient to
any individual or legal entity unless such
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individual or legal entity reasonably needs to
know such Confidential Information and are
bound to confidentiality in writing to an extent not
less stringent than the obligations imposed by this
Agreement.
15.3 The confidentiality obligations shall not
apply to the extent that disclosure is permitted
under this Agreement or in order to comply with
applicable laws; provided that written Notice of
such legal requirement is given timely to the
Discloser.
15.4 Even if all or part of the Verification
Documentation is marked Confidential
Information, Milestone shall have the right to
disclose such Verification Documentation for
purpose of defense against a claim raised against
Milestone for issue of a Milestone Verification
based upon the Verification Documentation.
Milestone shall provide prior reasonable Notice to
the Technology Partner before its disclosure of
the Verification Documentation.
15.5 The confidentiality obligations shall not
apply to information which (i) is intended for
disclosure under the TPP (ii) was in the
Recipient’s possession without an obligation of
confidentiality prior to receipt from Discloser; (iii)
is, at the time of disclosure, already in the public
domain or subsequently becomes available to the
public through no breach of this Agreement; (iv)
is lawfully obtained by the Recipient from a third
party without an obligation of confidentiality,
provided that such third party is not, to Recipient’s
knowledge, in breach of any obligation of
confidentiality related to such information; (v) is
developed by the Recipient independent of any
information received from the Discloser; or (vi) is
approved in advance for release by a written
agreement with Discloser.
15.6 The Parties are obliged to bind their
employees, agents, successor and assignees in
accordance with the above. Any misuse of
Confidential Information shall be considered
breach of the Agreement with the effect that the
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
aggrieved party may rescind this Agreement and
claim damages.
15.7 The Recipient shall, at the option of the
Discloser, either return to the Discloser or destroy
all Confidential Information which it has obtained
from Discloser, and the Recipient shall not retain
documents or material in any form of such
Confidential Information, except that Recipient
shall be entitled to retain, solely for its records,
one electronic record for archival purpose. The
duty to return or destroy Confidential Information
shall not apply to copies of electronically
exchanged Confidential Information made as a
matter of routine information technology backup,
provided that such Confidential Information or
copies thereof shall be subject to an indefinite
confidentiality obligation according to the terms
and conditions set forth herein.
15.8 This Clause 15 shall survive Termination
of this Agreement, however arising.
16. Milestone Customer Dashboard
16.1 Milestone may offer a Customer
Dashboard (“CUDA)” on Milestone website
subject to the EULA. The Technology Partner
accepts that any information/data inserted by the
Technology Partner into the CUDA is made
available for Milestone for its internal business
purposes to provide services to the Technology
Partner and its customer, and for Milestone’s
analytical and statistical purposes subject to
Milestone Privacy Policy.
17. Personal Data Protection
17.1 The Parties may exchange Personal
Data for purpose of performance under this
Agreement. Personal Data as used in this
Agreement shall be understood in accordance
with applicable data protection legislation.
17.2 Under this Agreement and in territories
where data privacy laws applies, each Party shall
be deemed a “Controller,” of data, which for
purpose of EU regulation is defined in Article 4 of
11 | P a g e
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 the
Agreement and the applicable Purchase Order,
and each Party accepts:
(i) to comply with all relevant data protection
and privacy laws and regulations in force
from time to time, and
(ii) to maintain appropriate technical and
organizational measures for the protection of
the security, confidentiality and integrity of
customer data, as set forth in its own privacy
statement, and
(iii) to implement safeguards before transferring
Personal Data from data controllers in the
EU/EEC to data controllers established
outside the EU/EEC, and when required
under applicable EU regulation, to enter into
a data transfer agreement applying EU’s
standard contractual clauses for transfer of
Personal Data from the EU to third countries
(controller to controller transfers, or
controller to processer transfers, as
applicable).
18. Electronic Communication
18.1 Milestone will provide product and
Program information to the Technology Partner
through electronic communication which shall be
deemed relevant to the business relationship.
The Technology Partner also consents to receive
unsolicited electronic communication from
Milestone. The unsolicited electronic
communication shall provide a clear opt-out
option as well as a clear identification of the
sender.
19. Press Releases / Public Relations
19.1 Press releases or public announcements
by a Party, other than publishing by Milestone as
agreed under a Track Addendum, on any
information related to this Agreement shall only
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
be made with the prior written authorization of the
other Party; such consent shall not be
unreasonably withheld.
20. Suppliers
20.1 The Technology Partner may engage
suppliers to perform services for the purpose of
its compliance with obligation of this Agreement.
The Technology Partner remains liable to
Milestone for the acts or omissions of its suppliers
and must ensure that the suppliers adhere to the
terms of the Agreement.
21. Term and Termination
21.1 This Agreement shall commence on the
Effective Date listed above and shall remain in
force until terminated by either Party.
21.2 The Agreement may be terminated for
convenience by either Party upon no less than 30
days written Notice to the other Party.
21.3 A Party may terminate the Agreement with
immediate effect in case of a material breach of
any of the terms in the Agreement, provided that,
if the breach is capable of remedy such Party has
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.
21.4 Upon any termination, Milestone shall not
have any liability to the Technology Partner for
loss of goodwill, investments, advertising, or
promotional costs or like expenses.
12 | P a g e
21.5 Upon termination the Technology Partner
must immediately cease all use of the benefits
and tools offered by Milestone under the TPP,
including but not limited to the title as being a
Technology Partner to Milestone, the use of the
Verification Document and the “Milestone
Verified” trademark.
22. Assignment and Change of Control
22.1 Neither Party shall have a right to transfer
or in any way assign its rights or obligations under
this Agreement, 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.
22.2 The Technology Partner must immediately
upon becoming aware that a change of control
within the Technology Partner has taken place,
inform Milestone by written Notice. Upon receipt
of such Notice, Milestone may, at its sole
discretion, terminate the Agreement 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.
23. Governing Law and Venue
23.1 The Agreement shall be governed,
interpreted, and construed in accordance with the
Laws of Denmark, without giving effect to its
choice of law rules. The Parties hereby expressly
exclude the application of the United Nations
Convention on Contracts for the International
Sale of Goods.
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
23.2 Any dispute between the Parties arising
out of or in connection with this Agreement,
including any question regarding the existence,
validity or termination or any subsequent
amendments to the Agreement, shall be finally
settled under the governing law before the
International Chamber of Commerce, ICC in
accordance with its rules 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.
23.3 Injunctive Relief and other remedies.
Each Party acknowledges that due to the nature
of the Agreement, any actual or threatened
breach of the Agreement may cause immediate
and/or irreparable injury to the other Party and,
therefore, a Party shall be entitled to seek
injunctive relief in addition to other equitable relief
and remedies to which it may be entitled at law.
24. Notices
24.1 Milestone may provide Notices on
changes to the TPP, pricing terms, and other
services offered to the Technology Partners, by
written information on Milestone’s webpage
visible under the Program. Material changes to
the Program shall be informed by Notice of 30
days by e-mail or other writing communication to
the Technology Partner’s contact person as
provided by the Technology Partner under the
Program at the MyMilestone Partner Portal.
Technology Partner must keep its notice
information current at all times.
24.2 Notices to be provided by Milestone
under this Agreement, Clause 5.2 (end-of-life of a
13 | P a g e
product) shall be sent to the Technology Partner’s
contact person provided at the MyMilestone
Partner Portal.
24.3. Subject to the terms of the Track
Addendum(s) for notifications, all other Notices to
be provided under this Agreement shall be send
in writing to the other Party at its address set forth
in the heading of this Agreement or at such other
address as the Party may provide in writing at any
time for the attention of the management.
25. General Provisions
25.1 Compliance: The Technology Partner
shall perform all activities associated with this
Agreement in an ethical manner, adhere to all
laws and regulations including but not limited to
obligations associated with GDPR, and shall in no
way disparage Milestone or its affiliates.
25.2 Export Control: The scope of the
Technology Partner’s rights under this
Agreement shall be subject to any embargo
sanctions ordered by the United Nations Security
Council Sanctions Committee and other embargo
sanctions applicable to the Products, including
applicable sanctions ordered by the European
Union.
25.3 Anti-corruptions Laws: Each Party
shall comply with applicable anti-corruption laws.
Neither Party may at any time, directly or
indirectly, through employees or third parties,
pay, offer, give, or promise to pay or give, or
authorize the payment of, any monies or any
other thing of value to influence the improper
performance of any individual government
officials and employees of state-owned
enterprises.
25.4 Copenhagen Clause: Milestone is a
signatory to the Copenhagen Letter, a technology
declaration to aspire to open and honest public
conversation about the power of technology and
how technology should enhance the quality of life.
We who shape technology must reflect on how
technology affects human needs and behaviors,
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
and how we further the responsible use of
technology. Milestone encourages our partners
not only to involve themselves in this important
discussion on responsible use of technology, but
to also sign the Copenhagen Letter at
www.copenhagenletter.org and adopt a the Milestone EULA and any Track Addendum(s)
corresponding Copenhagen Clause into their
own agreements.
25.5 No Waiver: Failure or delay by either
Party in exercising any right under this
Agreement shall not constitute a waiver of that
right.
25.6 Severability: If a court of competent
jurisdiction or other competent authority finds any
provision to be unlawful and/or unenforceable,
the provision shall be enforced to the fullest
extent permissible and, otherwise, modified and
interpreted so as best to accomplish the
objectives of the original provision to the fullest
extent permitted by law, and the remaining
provisions of this Agreement shall remain in full
force and effect.
25.7 Survival of Termination: Provisions in
the Agreement which, by their nature, extend
beyond the termination or expiration for the
Agreement shall survive and remain in force and
be binding upon the Parties after termination or
expiration, unless otherwise mutually agreed in
writing by the Parties.
25.8 Third party rights: This Agreement is for
the benefit of Milestone and the Technology
Partner and is not intended to benefit or be
enforceable by any third party. The exercise of
14 | P a g e
the Parties’ rights under these terms and
conditions is not subject to the consent of any
third party.
25.9 Entire Agreement: This Agreement with
as executed by both Parties, contains the entire
agreement between the Parties. All prior
agreements and all prior negotiations are
superseded by this Agreement. This TPP
Agreement and the Track Addendums may not
be modified except by written document signed
by both Parties, while Milestone may effectuate
modifications, changes and amendment to the
EULA and the Program with its policies as stated
herein.
26. Signatures
26.1 This Contract will be executed in any
number of counterparts, each of which when so
executed and delivered will be deemed an
original, and all counterparts together will
constitute a single instrument. The Parties
acknowledge and agree that this Agreement may
be executed or accepted using electronic or
stamped signatures and that such a signature will
be legally binding to the same extent as a written
signature by a Party’s authorizes representative
on the following page.
v/1 April 2020 TPP
 Milestone Technology Partner Agreement

Oct 29, 2021

Date: {{Dte_es_:signer2:date}}

Milestone Systems A/S

{{Sig_es_:signer2:signature
henrik sydbo hansen }}
henrik sydbo hansen (Oct 29, 2021 08:12 GMT+2)

Henrik Sydbo Hansen

Director, Products Technology Partners

Oct 29, 2021

Date: {{Dte_es_:signer1:date}}

ASI
{{!CompanyName }}

Cao Ngoc Uy
{{Sig_es_:signer1:signature}}
Cao Ngoc Uy (Oct 29, 2021 11:16 GMT+7)

Cao Ngoc Uy
Name: {{N_es_:signer1:fullname }}

Title: {{Ttl1_es_:title }}

15 | P a g e
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
Application Track Addendum

Technology Partner Program Agreement

Application Track Addendum

Oct 29, 2021

Effective date: {{Dte_es_:signer1:date}}

The Application Track Addendum (the “Addendum”) is entered into on the Effective Date by and between

Milestone Systems A/S,

VAT/Reg.no 20341130,

Banemarksvej 50, DK-2605 Brøndby, Denmark

(“Milestone”)

and

ASI
Company Name: {{!CompanyName }}

21F, Block A Thai Building, Lot E2, Duong Dinh Nghe Street, Yen Hoa Ward, Cau Giay Dist
Address: {{!BillingStreet }}
Ha Noi
City and Postal/Zip Code: : {{!BillingCity 10000
}}, {{!BillingZip }}
Vietnam
Country: {{!CountryList }}
(the “Technology Partner”)

(also hereinafter referred to individually as a “Party” and collectively as “Parties”)

1|Page
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
Application Track Addendum
1. TPP Application Track
1.1 Milestone offers an Application Track
under its Technology Partner Program (TPP)
open to vendors that develop software-based
applications and systems to build and verify as
Compatible with Milestone XProtect VMS using
the MIP SDK. With the Application Track, the
Products is tested for a Milestone Verification and
the Technology Partner will participate in
Milestone Marketplace with access to other
technology partners, distributors, and resellers;
and the Technology Partner may benefit from a
wide range of marketing resources and activities
under the Application Track.
1.2 The Parties have entered into a
Technology Partner Agreement (“TPP
Agreement”) which sets forth the general terms
and conditions for the Parties’ collaboration and
includes terms for the Technology Partner’s use
of the MIP SDK. The TPP Agreement is a
prerequisite for this Addendum and must at all
times be in full force and effect in order for this
Addendum to be valid. To the extent of any
conflict between this Addendum and the TPP
Agreement, the Addendum shall prevail.
1.3 Upon execution of this Addendum, the
Technology Partner agrees to participate in the
TPP Application Track,
www.milestonesys.com/community/become-a-
partner/technology-partner-program/ and its
most current Program requirements, while
Milestone will make the Program benefits and
tools available for the Technology Partner under
the Application Track subject to the terms and
conditions of this Addendum.
1.4 The current Marketplace Terms of Use
for Partners is attached as an Appendix to this
Addendum.
2. Definitions
2.1 Further to the definitions applied in the TPP
Agreement, the following definitions shall apply to
the Addendum;
“Compatible” or “Compatibility” means the
Product has been tested as an application to
interoperate or integrate with a current Milestone
2|Page
XProtect VMS in the test environment as
described in the Verification Document.
“Market” means the marketing, sale or transfer
in any way to a third party of the Software
Integration in association with Milestone XProtect
VMS and the Milestone brand.
“Purpose” means access for the Technology
Partner under the TPP to apply the Milestone
Verification to its software-based Product as
being Compatible with the Milestone XProtect
VMS.
“Verification Documentation” means the
Technology Partner’s tests or other
documentation to be provided to Milestone for
verification of the Product’s Compatibility with
Milestone XProtect VMS.
“Verification Document” is owned by Milestone
and has the meaning as stated under Clause 3.5.
3. The Program
3.1 The Application Track is available for
Technology Partners who develop software
applications to the Milestone XProtect VMS. The
Program basis is the three consecutive
mandatory steps: “Build”, “Verify” and “Market”.
3.2 “Build” means that the Technology
Partner starts building its Product to be
Compatible with the Milestone XProtect VMS.
The Technology Partner must download and
install Milestone Software and follow the steps for
the Application Track in the Program. This
includes to successfully complete Milestone e-
learning training for the Application Track in order
for the Technology Partner to acquire knowledge
of the Milestone XProtect VMS. The Technology
Partner is, by itself, driving the build step, while
Milestone provides tools and resources to the
Technology Partners which include the MIP SDK,
the MIP SDK Mobile, the Milestone Developer
Forum, and test licenses for the Milestone
XProtect VMS. Milestone is available for support
when needed in respect to the Milestone
Software and the MIP SDK.
3.3 “Verify” means the Technology Partner
tests the Product’s Compatibility and
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
Application Track Addendum
performance with the Milestone XProtect VMS for
the Purpose. The Technology Partner undertakes
to conduct the verification tests as outlined in the
Application Track, and conduct camera
simulation tests with proper tools. The verification
setup, configuration, testing and operations are
defined and conducted by the Technology
Partner, and the test results shall be documented
in the Verification Documentation.
3.4 For each Product, once testing is
completed, the Technology Partner must send
Verification Documentation to Milestone for
review. Milestone shall provide written notice on
the verification to the Technology Partner. If the
Verification Documentation does not merit a
determination of Compatibility, including due to
the characteristics of the Products for integration
purposes, Milestone may refuse verification, and
the Technology Partner may resubmit amended
Verification Documentation for further
consideration by Milestone.
3.5 Milestone Verification: Milestone offers
a Milestone Verification, which is intended to
verify the Compatibility of the Technology
Partner’s Product, based on the Verification
Documentation submitted, with a current
Milestone XProtect VMS. With the verification,
Milestone confirms to have reviewed the
Technology Partner’s Verification Documentation
and on the date of such review, and to the best of
Milestones knowledge, the Product is found to be
Compatible with the Milestone XProtect version
applied in the testing environment. Milestone will
confirm its verification by the issuance of a
Verification Document.
3.6 The Verification Document is a
requirement for the Technology Partner to
participate with the Product on Milestone
Marketplace. The Technology Partner may refer
to and link to the Verification Document on
Milestone Marketplace. The Technology Partner
may only make use of the trademark “Milestone
Verified” in connection with a Product and when
including a reference in form of a link to the
published page on Milestone Marketplace where
the Verification Document for the Product is
uploaded.
3|Page
3.7 The Technology Partner is prohibited
from using the Verification Document in any
misleading ways or in any way not in
conformance with its purpose. Milestone
specifically does not warrant the Technology
Partner’s products and services. The Verification
Document is issued and owned by Milestone, and
Milestone has the right in its sole discretion to
withdraw the Verification Document for any
reason, including but not limited to if i) Milestone
finds the verification to misrepresent the
compatibility between the Product and Milestone
XProtect VMS as available on the market or it
otherwise becomes misleading; or ii) for any
further use if the Technology Partner ceases to
be a partner to the TPP; or iii) if Milestone
determines that the use of the Verification
Document is in conflict with applicable laws,
regulations, third-party rights, or is not consistent
with Milestone’s TPP and/or its Policies.
Milestone will provide the Technology Partner
with a written Notice of actions under this Clause
3.6, and the Technology Partner must
immediately cease the use of the Milestone
Verification and in its marketing hereof.
3.8 “Market” means that the Products after
a Milestone Verification may be marketed with an
upload of the Verification Document on Milestone
Marketplace and the Technology Partner may
refer and link hereto in its marketing.
3.9 For easy go-to-market access, the
Application Track offers Milestone Marketplace,
cf. Clause 4. The Technology Partner shall timely
after a Milestone Verification publish the Product
on Milestone Marketplace as specified in the
current Program.
3.10 Technology Partner undertakes to
publish only Products with Milestone Verification
on Milestone Marketplace. The Technology
Partner is responsible to ensure the published
Products are tested for continued compatibility for
newer versions issued cf. Clause 5.
4. Milestone Marketplace
4.1 Milestone Marketplace is an online
platform offered to our Technology Partners to
present products which have a Milestone
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
Application Track Addendum
Verification. The Technology Partner is provided
with its own webpage in form of a dashboard to
upload, promote, and demonstrate Products
which have been verified with Milestone XProtect
VMS.
4.2 The Technology Partner must participate
on Milestone Marketplace and accept the most
current Marketplace Terms of Use for Partners
which in the current version is attached as an
Appendix to this Addendum. Milestone reserves
the right to amend, modify, and change the
Marketplace Terms of Use for Partners from time
to time according to its terms. The Marketplace
Terms of Use for Partners are published behind
log-in at www.milestonesys.com/my-
milestone/marketplace/marketplace-terms-of-
use/.
4.3 The Technology Partner may terminate
the Track Addendum and/or the Agreement if not
accepting the released Marketplace Terms of
Use for Partners.
5. Continued Compatibility
5.1 In order to present a Product as
Milestone Verified and to maintain the Product on
Milestone Marketplace, the Technology Partner
must ensure continued Compatibility with
Milestone XProtect VMS, including test for
Compatibility of new releases of the Product with
the latest version of the Milestone XProtect VMS.
Milestone may request the Partner to perform a
successfully completed test, and if not completed
within such time as set by Milestone at its own
discretion and deemed reasonable by Milestone
then Milestone reserves the right to take the
Product off Milestone Marketplace
5.2 The Technology Partner is informed that
Milestone releases new versions of the Milestone
XProtect VMS from time to time. The Technology
Partner shall use best efforts to ensure that within
a reasonable time after any such release for its
Products which have Milestone Verification, the
Technology Partner shall offer a Product that is
compatible with the latest version of Milestone
XProtect VMS.
4|Page
5.3 If a Software Integration becomes
commercially unavailable or is discontinued, the
Partner shall provide written Notice to Milestone
within 30 days of such event.
6. Licenses
6.1 For purpose of this Addendum, the
Technology Partner is entitled to make use of the
current Milestone Integration Platform SDK,
(“MIP SDK”) cf. the TPP Agreement. .
6.2 The Technology Partner is entitled to a
test license for the Milestone XProtect VMS. The
test licenses are intended solely for Partner’s
internal test purposes and may not be sold,
transferred or installed at a 3rd party or a client
without the prior written approval of Milestone.
6.3 The Milestone Software licenses are
non-exclusive, limited licenses subject to the
standard terms of Milestone’s End User License
Agreement (EULA) and other terms required for
its download.
6.4 The Technology Partner warrants to read
and adhere to the EULA with general license
terms for the Milestone Software installed.
7. Intellectual Property
7.1 The Technology Partner acquires the
Intellectual Property Rights to the Software
Integration.
7.2 The licenses granted under this
Addendum is subject to the terms of the entire
Agreement and include the intellectual property
rights required to use the licenses under the
terms and conditions of the Agreement and
during its term and solely for the objects under the
Addendum.
7.3 Other than the licenses expressly
granted under the Agreement, neither Party
grants any license of, right in, or makes any
assignment of any of its intellectual property
rights.
8. Warranties, Disclaimers, and Limitations
on Liability
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
Application Track Addendum
8.1 Milestone's sole responsibility under this
Addendum shall be to deliver the benefits under
the Application Track, including the Milestone
Software which shall, in all material respects,
function in accordance with the relevant
Documentation.
8.2 Milestone Software, including the MIP
SDK is provided to the Technology Partner under
the Agreement. This includes Milestone’s
disclaimers and limitation of liability of which the
limitation on liability and disclaimers for the MIP
SDK, the product liability and cyber security
stated in the TPP Agreement is especially
emphasized as applicable under the Addendum.
8.3. Milestone does not warrant that any product
of Milestone meets the Technology Partner or its
Customers’ desired functionality or need, even if
there is a successful Milestone Verification of the
Product with Milestone XProtect VMS.
9. Term and Termination
9.1 This Addendum shall come into effect on
the Effective Date and shall remain valid until
terminated by either Party upon 30 days written
notice to the other Party. The Addendum is
terminated immediately upon the termination of
the TPP Agreement.
9.2 A Party may terminate the Addendum
with immediate effect, either separately or by a
5|Page
termination of the TPP Agreement, in case of a
material breach of any of the terms in the
Agreement, provided, if the breach is capable of
remedy, that the Party has 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 upon receipt
of the Notice. Event of material breach of the
Technology Partner shall include server neglect
of its obligations under the Application Tract TPP
as well as such events as stated in the TPP
Agreement.
9.3 Upon termination, Milestone shall have
no liability to the Technology Partner for loss of
future commissions, goodwill, investments,
advertising or promotional costs or like expenses.
9.4 Provisions in the Agreement which by
their nature extend beyond the termination or
expiration for the Agreement shall survive and
remain in force and be binding upon the Parties
after termination or expiration, unless otherwise
mutually agreed in writing by the Parties.
10. Signature
10.1 By signature below, the authorized
representatives of the Parties confirm they have
the authority to bind their respective companies
and accept the terms of this Addendum.
v/1 April 2020 TPP
 Milestone Technology Partner Agreement
Application Track Addendum
Oct 29, 2021
Date: {{Dte_es_:signer2:date}}
Milestone Systems A/S

{{Sig_es_:signer2:signature
henrik sydbo hansen }}
henrik sydbo hansen (Oct 29, 2021 08:12 GMT+2)

Henrik Sydbo Hansen

Director, Products, Technology Partners

Date: {{Dte_es_:signer1:date}}
Oct 29, 2021

{{!CompanyName
ASI }}

Cao Ngoc Uy
{{Sig_es_:signer1:signature}}
Cao Ngoc Uy (Oct 29, 2021 11:16 GMT+7)
Name: {{N_es_:signer1:fullname
Cao Ngoc Uy }}
Title: {{Ttl1_es_:title }}

6|Page
v/1 April 2020 TPP
 Appendix
Marketplace Terms of Use

NOTE: Marketplace Terms of use are not part of this addendum or Milestone Technology Partner
Agreement. It is only for the reference provided for your convenience, and you’ll accept and agree to the
terms of use once you will sign-up and onboard on Marketplace.
2 Marketplace Terms of Use

Agreement on Terms of Use

Welcome to Milestone Marketplace. This Agreement on Terms of Use (“Terms of Use”) located
at https://www.milestonesys.com/my-milestone/marketplace/marketplace-terms-of-use/. applies to
Milestone Marketplace, which is the property of Milestone Systems A/S (“Milestone”).
Milestone Marketplace is an online platform offered to our Partners to present applications and
hardware which interoperate or integrate with Milestone VMS, and present services for integration and
installation. Here, You can upload and promote verified products and demonstrate how they interact
with other solutions in our Milestone Community, and You can present Your expertise in performing
integration services. To become a Milestone Partner (“Partner”) and upload content to Milestone
Marketplace, You must have a current Technology Partner Agreement with Milestone or be a
Milestone Authorized Reseller.

You must give Your acceptance and agree to these Terms of Use by clicking the check box before
entering Your “Dashboard”. On such Dashboard You create Your “Published Pages” for Milestone
Marketplace, see details in Clause 1 hereof; if You do not agree, You cannot participate and upload
content to Milestone Marketplace. If You engage in Milestone Marketplace on behalf of a company or
other legal entity, You represent that You have the authority to bind such entity to these Terms of Use,
in which case the term “You” shall refer to such entity. If You do not have such authority, You cannot
accept these Terms of Use and may not participate and upload content to Milestone Marketplace as
a Partner.

Milestone may update, change and/or modify these Terms of Use and our policies from time to time,
at our sole discretion. If we make changes to the Terms of Use, Milestone will publish a 30-day notice
on Milestone Marketplace directed to our Partners, to provide You the opportunity to review the
changes before they become effective. If You object to any changes, You may terminate Your
subscription by contacting Milestone Systems through our Marketplace Support page, see details in
Clause 11.2. hereof. Your continued use of Milestone Marketplace means that You accept the updated
Terms of Use.

Copyright notice
Milestone Marketplace™ and the content provided on or through the site are the intellectual property
and copyrighted works of either Milestone, our Partners (including You), or third-parties. All rights, title,
and interest, that are not expressly granted to You, are reserved. This means that You may only have
intellectual property rights to the content which You as a Partner make available on Milestone
Marketplace.
3 Marketplace Terms of Use

Disclaimer of Milestone Liability

Milestone Marketplace offers You access to our Milestone Community and as a Partner, You will be
able to reach out to and be contacted by Milestone’s other community partners or by third parties
(“Visitors”). This includes other Partners that offer applications and hardware which interoperate or
integrate with Milestone VMS, and our Partners who offer integration and installations as a service, as
well as you will be visible to customers across a wide range of industries and geographic regions. You
may enter into contracts with such other parties for products and services, and You may also exchange
data with such parties. Any contract efforts and exchange of data will be made in Your name and at
Your risk. Milestone does not warrant our Partners’ services or products (applications and hardware),
whether or not the products are designated by Milestone as “verified” or otherwise designated. If a
product is “verified” by Milestone, this shall mean that Milestone has reviewed the application or
hardware documentation for the specific use case and the test environment described by the
Technology Partner, and at the date of verification and based on this documentation, to the best of
our knowledge, the product is compatible with the Milestone XProtect version applied.

1. Your Dashboard and My Milestone Account

1.1 When you join Milestone Marketplace, You will gain access to Your own Dashboard to
present and visualize Your applications, hardware, or services on Your own Published Pages, and
You may add new pages, edit current pages, see user reviews and reply to them, and see feedback
from the Visitors. The content You upload or otherwise provide to Milestone Marketplace through Your
Dashboard is displayed on Your Published Pages at Milestone Marketplace. You will find instructions
at our Marketplace Support page . These Terms of Use will apply to the content that You upload on
Milestone Marketplace.

1.2 You need to be a current Milestone Technology Partner and/or Milestone Authorized
Reseller to participate. To gain access to Your Dashboard on Milestone Marketplace, You need to (i)
use your current My Milestone account or create a My Milestone account
at www.milestonesys.com/login-page/create-profile/, and (ii) for Technology Partners, You must
obtain a Milestone Verification for the application and hardware You want to display. On Milestone
Marketplace, You can define personal user rights for your employees or peers (“Your Users”) and
identify administrators and editors who can edit and upload Information on Your Dashboard.
1.3 You are solely responsible for all activities that occur using Your password(s) or
account(s), or as a result of Your access to Your Dashboard at Milestone Marketplace. You agree to
notify Milestone immediately upon knowledge of any use of Your password(s) or account(s) that You
did not authorize or that is not authorized by these Terms of Use.
4 Marketplace Terms of Use

1.4 You retain all rights, title, or interest in or to Your data, name and logo, images, and other
material (“Partner Data”) as uploaded or posted using Your Dashboard. By accepting these Terms of
Use, You also accept the limited rights provided to Milestone herein for administering and marketing
Milestone Marketplace.

1.5 You accept that Milestone, as the website-provider, will have access to your Dashboard
and Milestone will have right to remove Your content, cf. Clause 2.4. hereof, and Milestone may apply
data provided by the Visitors of Your Published Pages, including data collected through cookies, for
surveys and analytical services provided to You under these Terms of Use and Your subscription
plan, cf. Clause 5.4. and Clause 6.1. hereof. Milestone will also make security scans of uploads using
protective malware and URL scanners such as VirusTotal or comparable programs hereto to analyses
suspicious files and URL addresses, and Milestone will make backup copies to secure Your Partner
Data on Your Dashboard and provide other hosting activities, cf. Licenses, Clause 7; Milestone will
store and delete personal data according to our retention policy found
at www.milestonesys.com/privacy-policy, but please note that Milestone will not administer Your
Dashboard nor create lists of Visitors.
1.6 Milestone Marketplace is a Community and You accept that Milestone will create links
between Your and other Partners’ Published Pages. For Visitors and Partners to get the best
experience at Milestone Marketplace, links to related products and services will be included on Your
Published Pages as well as there will be links to Your Published Pages on the website which presents
other Partners’ products and services. The Link may be in form of a “Card”, which is a preview of Your
Published Page, which will include Your company name and logo. You also give Milestone permission
to link to and use Your Cards for the general pages in Milestone Marketplace, including for search
functions and other partner presentations on Milestone Marketplace.

2. Milestone’s Responsibilities and Rights

2.1 Milestone Marketplace will be available to You pursuant to these Terms of Use.

2.2 Milestone will use commercially reasonable efforts to make Milestone Marketplace available
24 hours a day, 7 days a week, except for (a) planned downtime of which Milestone shall give at least
8 hours of notice on Milestone Marketplace or (b) any unavailability caused by circumstances beyond
Milestone’s reasonable control, including but not limited to Internet service provider failures or delays.

2.3 Milestone will make support available for use of the Dashboard and Milestone Marketplace.
You can contact us via our Marketplace Support page or use chat support through Your Dashboard.

2.4 Milestone will provide Milestone Marketplace in accordance with applicable laws and
governmental regulations. Due to the large amount of content that is published, it is impossible for
5 Marketplace Terms of Use

Milestone to monitor all activities, and Milestone cannot control and is not responsible for the content
that You, as a Marketplace user, provide. You acknowledge that Milestone, as a website-provider, has
not pre-approved user content and that we have the right, without further justification, to remove any
content that is published on Milestone Marketplace. Upon a written notification provided to You,
Milestone will remove content which we determine, at our sole discretion, is in conflict with applicable
laws, government regulations, third-party rights, or opposes to Milestone policies for compliant
behavior as defined in Clause 3 and by Milestone from time to time. This includes but is not limited to
our rights to make:

(i) Rejection of Dashboard content before publication: Milestone may in our sole discretion reject
any content produced by You before You publish it on Milestone Marketplace;

(ii) Disabling of Published Pages or their specific content after publication: If Milestone determines
in its sole discretion that Your content violates these Terms of Use, or if Milestone receives a notice
or a claim alleging that any such content violates or infringes any laws or third-party rights, Milestone
may disable the Published Pages or specific content herein and, if remediable give notice on
reactivation conditional upon Your submitting a new content acceptable to Milestone.

3. Your Responsibilities
3.1 Principles:You can only display Information on Milestone Marketplace and Your Published
Pages which You have a legitimate right to display and disseminate, and You are informed that
postings, including uploads, on Your Published Pages will become publicly available. You are
responsible for ensuring that Your postings are in accordance with applicable laws, including that the
content of Your postings and data uploaded and displayed by You do not infringe third-party rights,
such as but not limited to copyrighted text, images, trademarks, and logos as well as name protections.
You accept to be a Partner in Milestone’s Community and to treat all other Partners and Visitors at
Milestone Marketplace with courtesy and respect. You may not use Milestone Marketplace to discuss
or conclude agreements with other Partners which may be anticipated or aimed to restrain the market
or have other anti-competitive effects.
3.2 Responsibilities: You accept (i) to be responsible for Your content on Your Published Pages
and for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data
submitted to or published by You and Your Users, or on websites created by You which are linked to
from Your Published Pages, (ii) to be solely responsible for the means by which You acquired Your
data, (iii) to be solely responsible to ensure that third party’s consent or license (including end-
users/customers to be displayed) is granted to You before using, uploading and displaying such third
party’s name, materials, trademark, or logo on Your Published Pages, (iv) to be responsible for Your
Users’ compliance with these Terms of Use, (v) to use commercially-reasonable efforts to prevent
6 Marketplace Terms of Use

unauthorized access to or use of Your Dashboard, and to notify Milestone promptly of any such
unauthorized access or use, and (vi) to use the Dashboard only in accordance with these Terms of
Use, Milestone’s information guides and in compliance with applicable laws and government
regulations including, but not limited to, export regulations.
3.3 Restrictions on Access, Storage, Uploads, and Transmissions: You are obligated to not
(i) make the Dashboard available to any person or entity other than Your Users and Milestone, (ii)
store or transmit infringing, misappropriating, libelous, or otherwise unlawful or tortious material, or to
store, or transmit material in violation of third-party’s rights, including privacy, or confidentiality rights,
(iii) unlawfully collect personal information about others, (iv) use the Dashboard to store or transmit
malicious code, (v) interfere with or disrupt the integrity, functionalities, or performance of Milestone
Marketplace or third-party data contained therein, including users’ reviews, or (vi) attempt through
Milestone Marketplace to gain unauthorized access to Milestone’s system or network or to other
Partners’ Dashboards or related systems, software, or networks or to otherwise pursue, disrupt or
disturb other Partners, (vii) upload irrelevant content, repeat such uploading or otherwise degrade or
strain Milestone Marketplace’s infrastructure with unreasonable or disproportionately large amounts
of data, (viii) upload, link to or install software that contains viruses or other computer code, files or
programs designed to interrupt, destroy or limit the use of other software and hardware, or (ix) use
automated methods, including scripts, spiders, robots, crawlers, data mining tools, or similar software
to download data from or upload data to Milestone Marketplace
3.4 Restrictions on Displays and Illegal Activities: You agree that You shall not, on Milestone
Marketplace, (i) display libelous or otherwise unlawful or tortious material, or other material in violation
of other persons’ or entities’ privacy, or confidentiality rights, (ii) display misleading or false information,
including, but not limited to, displaying information in an unclear, unintelligible or unambiguous
manner, or information that is taken out of context, or otherwise in violation of the applicable marketing
and pricing laws, (iii) display material that infringes or misappropriate third-party rights, including
patent, trademark, logo, trade secret, copyright or any other intellectual property rights or otherwise
use third party material which You do not have legal or contractual permission to publish or use (iv)
display or perform solicitations and other acts which are illegal under applicable marketing laws, or
make illegal advertising or solicitation to Visitors of Milestone Marketplace, including to contact those
Visitors, who have not given their consent to be contacted or to receive e-mails about services,
products or commercial interests or links to commercial services or web sites, (v) display material
which constitutes or contains links which refer users to junk mail, spam, chain letters, pyramid
schemes or the like; (vi) display other forms of advertising of illegal services or products that are
forbidden by law to sell or which are untrue, deceptive and/or fraudulent, or are an attempt under false
pretenses to lure readers into other websites.
7 Marketplace Terms of Use

3.5 Restrictions on Harmful Material: You agree not to offer, display, transmit or otherwise make
available on Milestone Marketplace (i) material promoting gambling; (ii) material that is pornographic,
obscene, lewd, indecent, or vulgar; (iii) material that is threatening, harassing, libelous, hateful,
objectionable, unlawful, tortious, harmful to children, invasive of another’s privacy or violative of third-
party privacy rights, (iv) material that offends, demeans, or intimidates individuals or groups of
individuals based on their religion, gender, sexual orientation, race, ethnicity, age or disability; or (v)
material promoting or providing instructional information about illegal activities, promoting physical
harm or injury against any group or individual, or promoting any act of cruelty to animals.
3.6 Duty to Inform Milestone: You are responsible and under a duty of loyalty to report to
Milestone if you learn of any unlawful or unethical material or activity on Milestone Marketplace, or of
any material or activity that breaches the policies made known to You under these Terms of Use.

4. Third-Party Web Based Applications

4.1 You are informed that Milestone Marketplace makes use of online, web-based applications
and offline software products that are provided by third parties (“Third-Party Web Based Applications”)
such as Google Analytics 360, LiveAgent, Episerver Find and Salesforce, including Pardot, which
interoperate with Milestone Marketplace and are applied by Milestone to make the website and other
services available through Milestone Marketplace. Milestone may, at its own discretion and from time
to time, add new Third-Party Web Based Applications or cease to apply Third-Party Web Based
Applications or specific features hereof without entitling You to any compensation. More information
on suppliers of Third-Party Web Based Applications, can be found at www.milestonesys.com. Here
you will also find information of analytics and cookies applied in Milestone Marketplace, including the
cookie policy.
4.2 You acknowledge and agree that Milestone may allow providers of Third-Party Web Based
Applications as data processors to access Your Dashboard and Your Partner Data if required for the
interoperation of such Third-Party Web Based Applications with Milestone Marketplace and for
Milestone’s delivery of services to You under these Terms of Use and Your subscription plan, cf.
Clause 6.1. hereof.

4.3 Third-Party Web Based Applications may contain additional features which do not
interoperate with Milestone Marketplace under Milestone’s license. You may not implement Third-
Party Web Based Applications into Your Dashboard without prior written approval of Milestone. If
added by permission, You may need to obtain license rights for use of the Third-Party Web Based
Application, and You will be solely responsible for ensuring appropriate protection of and access to
Your data, including personal data subject to the data protection laws and regulations, as a result of
the Third-Party Web Based Application provider’s access to Your Partner Data. Any exchange of
8 Marketplace Terms of Use

Partner Data between You and a Third-Party Web Based Application provider for Your use of its
services or products, is the responsibility of You. Milestone shall not be responsible for any disclosure,
modification, or deletion of Your Partner Data, or for breach of applicable data protection laws and
regulations resulting from any access for Third-Party Web Based Application providers made available
by You.

5. Customer Visits and Requests

5.1 Your Published Pages include a Contact Form enabling Visitors to contact You directly from
Milestone Marketplace referred to as “Get in Touch”. Requests on Contact Forms will, in an encrypted
format, be forwarded automatically to Your mailbox as You have defined on Your Dashboard. You are
required to respond to requests received by Contact Forms, and You are obliged to indicate Your
response time on the Contact Form which cannot exceed 4 working days.

5.2 Our subscription plans may offer You data on Visitors’ downloads, and, thereby, Your
Published Pages may require a Visitor to use a Download Form prior to downloading documentation
uploaded by You.

5.3 On the Contact Form and Download Form, the Visitor is asked to provide contact information
that is deemed Personal Data as defined under the EU regulation 2016/679 on General Data
Protection Regulation. You are obliged to treat the request and the Personal Data provided via those
forms in compliance with the applicable personal data regulations and marketing laws when You are
receiving and using the Personal Data to respond to the request, or for marketing, promotional, and
analytical purposes. On Your Dashboard, You must upload or link to Your data privacy policy if You
are required to have such policy under applicable laws.

5.4 Milestone will use the data from the Contact Forms and Download Forms for our own surveys
on response time to Visitors, and to provide analytical and statistical services to You. The data will be
obtained in accordance with Milestone Privacy Policy and Cookie Policy. Milestone is a data controller
of Visitors contact data on Milestone Marketplace and, therefore, Milestone will include a link to the
Milestone Privacy Policy on Contact Forms and Download Forms.

5.5 You acknowledge that, for purpose of Milestone Marketplace and these Terms of Use, You
and Milestone shall each be deemed a “Controller” of its own data as set out and defined in Article 4
of the EU regulation 2016/679 on General Data Protection Regulation applicable to Milestone
Marketplace. You and Milestone shall each determine the purpose for which, and the way in which,
Personal Data is processed to fulfill the purpose of Milestone Marketplace and Your Published Pages
as a contact forum, and Milestone and You accept:
9 Marketplace Terms of Use

(a) to comply with all relevant and applicable data protection and privacy laws and regulations
in force from time to time; and

(b) to maintain appropriate technical and organizational measures for the protection of the
security, confidentiality and integrity of Personal Data; and

(c) to implement safeguards before transferring Personal Data from data controllers in the
EU/EEA to data controllers established outside the EU/EEA in countries not deemed by the European
Commission as providing an adequate level of protection for personal data, and 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 processor transfers, as
applicable).

5.5. When You or Visitors provide personal data to Milestone (name, address, email etc.)
either through My Milestone account (for Partners) or through the Contact Form or Download Form, it
will be entered into the Salesforce and Pardot systems which Milestone applies as our contracted
processor systems, cf. Third-Party Web Based Applications, Clause 4.1. You have access to manage
and update Your data on Your My Milestone account. Milestone will handle and use Your and Visitors
Personal Data as stated in our Privacy Policy, https://www.milestonesys.com/privacy-policy/, and
these Terms of Use.

6. Subscriptions, Fees, and Payment Terms

6.1 By accepting these Terms of Use You undertake to choose and accept one of the
subscription plans offered by Milestone (subscription plans may also be referred to as membership
plans in our communication to the Partners). Milestone Marketplace is offered to Partners with a free
subscription plan. Milestone may also offer You our paid subscription plans for Milestone Marketplace
which provide You with additional features and services, including special ranking conditions. Please
find our subscription plans and fees on our support pages. Upon a 30-day prior notice published on
Milestone Marketplace, Milestone reserves the right to change our subscription model and/or pricing
policies at any time in our sole discretion, however, price changes will not apply to prepaid periods, cf.
Clause 6.3. If You object to any changes, You may terminate Your subscription by contacting
Milestone Systems through our Marketplace Support page, see details in Clause 11.2. hereof.

6.2 When You gain access to Your Dashboard on Milestone Marketplace, You will choose a 12
months subscription plan and, if subject to fee, it will be conditioned upon prepayment of the fee, cf.
Clause 6.3. Your chosen subscription plan will continue and be automatically renewed for another 12
months period if You do not change to another subscription plan or terminate the subscription and,
thereby, these Term of Use. For as long as Your subscription remains active, You will benefit from the
10 Marketplace Terms of Use

features and services specified in relation to Your subscription plan. Milestone will, one month prior to
the annual payment term, provide You with a notice and give You the option to change Your
subscription plan. You may also upgrade Your subscription plan during the subscription period on
Your Dashboard.

6.3 Your subscription will be valid and binding until terminated. For paid subscription plans,
Milestone will invoice a fee to be prepaid on an annual basis covering the 12-month period. Payment
terms are 30 days net. Payment obligations are non-cancelable. You accept that invoices are duly
delivered if sent to the e-mail address of the registered administrator (admin) designated by You
through Your My Milestone account. Overdue amounts will be charged an interest rate of 1% per
month or the maximum rate permitted by law, from the date such payment was due until the date paid.

6.4 You may, at any time during the subscription period, terminate Your subscription as specified
in Clause 11.2. of these Terms of Use, so it is not automatically renewed after the 12 months
subscription period, and Your participation in Milestone Marketplace will be terminated from the
effective date of termination designated by You. In the case that You terminate Your subscription, You
are not eligible for reimbursement for paid subscription fees. Notwithstanding the above, if You
terminate Your subscription due to material changes of these Terms of Use, or if Milestone cancels
any services You have paid for, and if You are not in breach of these Terms of Use, Milestone will
refund You a pro-rata amount of Your fee for the remaining term of Your subscription period for the
Services.

7. Intellectual Property Rights and Licenses

7.1 Subject to the limited rights expressly granted hereunder, Milestone reserves all rights, title,
and interest in and to the website Milestone Marketplace and the underlying software, including all
copyrights, trademarks, and other related intellectual property rights. You are informed that Milestone
Marketplace publishes content subject to third parties’ rights and Milestone’s rights. No rights are
granted to You hereunder other than as expressly set forth herein.

7.2 Milestone grants to You a limited, non-transferable, non-exclusive license to use the
Dashboard in Milestone Marketplace, subject to these Terms of Use and solely for the purpose stated
herein. All rights to the content posted and uploaded by You as Partner on Your Published Pages
remain vested with You by ownership or license from third parties.

7.3 You authorize Milestone to host, access, transmit, display, market, use, scan for security,
and create back-up copies of Your Partner Data as displayed and/or uploaded via Your Dashboard at
Milestone Marketplace, solely as necessary for Milestone to run Milestone Marketplace and to perform
the services to You and Visitors of Milestone Marketplace in accordance with these Terms of Use.
11 Marketplace Terms of Use

You also accept Milestone’s rights as stated in these Terms of Use to ensure compliance with
Milestone policies for Milestone Marketplace and for Milestone to provide services ordered by You
under our subscription plans, cf. Clause 1.5.

7.4 You hereby grant to Milestone a non-exclusive, worldwide, royalty-free, unconditional, and
revocable license to use, copy, upload, display, publish, transmit and otherwise make available on
Milestone Marketplace, in whole or in part, Your Partner Data as uploaded and posted on Your
Published Pages, and for Milestone to insert, refer and link to such content, in whole or in part, on
Milestone Marketplace, including as described in Clause 1.6. Milestone is provided a license to display
and show Milestone Marketplace and its content, including Your Partner Data as viewed on Your
Published Pages, including logo and trademarks, and as Cards, at event, tradeshows, and for other
marketing and promotional purposes. Upon termination of Your subscription plan, this license
terminates and Your Partner Data will be handled according to Clause 11.6.

7.5 If Partners want to refer to You on their Published Page, as a customer or collaborative
partner or the like, You accept to receive invitations from Partners for Your decision, solely, as whether
to be uploaded as a supplier, partner, or for collaboration with such Partners. The agreement shall be
made between You and other Partners independently of Milestone. However, if information about You
on Milestone Marketplace, including on other Partners’ Published Pages, is inaccurate or is not
accepted by You, please contact Milestone via the Support Page.

7.6 In order for You to upload on Milestone Marketplace a third party’s trademark or logo, You
are required to obtain a written permission from that third party which shall be provided to Milestone
as a condition for display of such trademark or logo on Your Published Pages and uploaded
documents. For display of other information on Your customers, end-users, and other third party
references, You must confirm in the designated space when providing such information via Your
Dashboard that a written consent to be on Milestone Marketplace has been granted to You by such
third party.

7.7 You hereby grant to Milestone a royalty-free, worldwide, transferable, unconditional,

irrevocable, perpetual license to use or incorporate into Milestone Marketplace any suggestions,
enhancement requests, recommendations or other feedback provided by You and Your Users relating
to the features, functionality or operation of Milestone Marketplace.

7.8. Milestone Marketplace™ is a registered trademark of Milestone. Subject to Your

acceptance and full compliance with these Terms of Use, Milestone grants to You a non-exclusive,
worldwide, royalty-free, and revocable license to use Milestone Marketplace™ solely as a reference
to market and promote Your applications, hardware or services as presented at Milestone
12 Marketplace Terms of Use

Marketplace. For clarification purposes, You are allowed only to inform that Your products or services
are on Milestone Marketplace and You must include the link to Milestone Marketplace. Milestone may
provide further written instructions and guidelines, including under the partner programs, which You
must comply to, as well as these programs provide restrictions for use of the term “Milestone Verified”.
You shall not make any other use of Milestone Marketplace™ unless expressly agreed to in advance
in writing by Milestone. The words “Milestone Marketplace” shall be used together and in the
designated sequence, and You shall use the TM symbol after each use or referral to Milestone
Marketplace.

7.9 Reservation of Rights:

You and Your Users shall not modify, copy, republish, mirror, reverse engineer or create derivative
works based on the Milestone Marketplace or its underlying software or in any way do or authorize
any third party to do any act which would misappropriate, infringe or otherwise by unlawful means
invalidate any intellectual property rights in the material etc. displayed by Milestone and/or other
Partners on Milestone Marketplace.

7.10 Competitive Products and Services:

It is the purpose of Milestone Marketplace to expand knowledge and development of products and
services in the Milestone Community. Therefore, all Partners must, in order to participate in Milestone
Marketplace, accept, without reservation as mutually accepted by all Partners as follows: Subject to
the respective rights and obligations under these Terms of Use, Milestone acknowledges and accepts
that You may develop and make available products and services that are similar to or otherwise
compete with products and services that are displayed on Milestone Marketplace, and You
acknowledge and accept that Milestone and/or our other Partners may develop and make available
products and services that are similar to or otherwise compete with Your products and services as
displayed on Milestone Marketplace.

8. Warranties and Disclaimers

8.1 Milestone warrants that we own or otherwise have sufficient rights to grant You and Your
Users the rights to use Milestone Marketplace as stated in these Terms of Use. Subject hereto, and
to the greatest extent permitted by applicable law, Milestone excludes all representations and
warranties relating to and for the use of Milestone Marketplace. Milestone provides Milestone
Marketplace solely as a marketing and communication forum offered for our Milestone Community,
customers and Visitors. You are informed that on Milestone Marketplace content shown is displayed
by Milestone and our Partners, and that all documents, software, and any other materials and
information submitted on Milestone Marketplace are provided on an “AS IS” basis.
13 Marketplace Terms of Use

8.2 You accept to be responsible, under applicable laws, for any and all display, upload, storage
and transmission of Your Partner Data provided via Your Dashboard on Milestone Marketplace, and
You warrant that you will comply with Milestone’s policies for use of the Dashboard and other terms
in these Terms of Use. You warrant that Your Partner Data does not infringe any third party’s rights,
and that You have acquired licenses necessary if Your Partner Data includes third party trademarks,
logos, other property or rights, as well as You have obtained third party consent or license if You
display them at Milestone Marketplace.

8.3 You warrant that software which You may upload and make available for Visitors is secured
using protective malware and URL scanners not less protective than VirusTotal or comparable
programs hereto to analyses suspicious files and URL addresses in order to detect viruses, worms,
trojan horses and other forms of malware. You warrant that You will comply with these Terms of Use
when uploading or otherwise providing Your Partner Data and other material on Milestone
Marketplace.

8.4 Except as expressly provided in this Clause 8, neither party to these Terms of Use nor
Milestone’s other Partners make any warranties of any kind, whether express, implied, statutory or
otherwise, and each party specifically disclaims all implied warranties, including any warranties of
merchantability or fitness for a specific purpose to the maximum extent permitted by applicable law.
None of the parties warrant or assume any liabilities in connection with the other party’s actions,
anticipated or taken, with respect to Visitors to the Milestone Marketplace website.

9. Indemnifications
9.1 Milestone shall defend You against any claim, demand, suit, penalty or proceeding made or
brought against You by a third party alleging that the use of Milestone Marketplace as permitted under
these Terms of Use infringes or misappropriates the intellectual property rights of a third party (to the
extent such infringement or misappropriation do not arise from or in combination with Your Partner
Data, or applications or other materials used or offered by You on Milestone Marketplace) and
Milestone shall indemnify You for any damages finally awarded against You, and for reasonable
attorney’s fees incurred by You in connection with any such claim, provided, that You (i) promptly
notify Milestone in writing of the claim being made or brought against you; (ii) grant Milestone sole
control of the defense and settlement of the claim (provided that Milestone may not settle any claim
unless the settlement unconditionally releases You of all liability); and (iii) provide reasonable
collaboration and assistance in the defense, at Your expense (exclusive of attorney’s fee).

Milestone has the option, at our own costs and at our discretion, to (i) secure the rights of
use for Your benefit sufficient for the purpose of these Terms of Use, (ii) replace or modify the infringing
14 Marketplace Terms of Use

parts to continue using Milestone Marketplace (iii) terminate the subscriptions and refund any prepaid,
unused fees applicable to the remaining portion of the subscription period following the effective date
of termination. This Clause 9.1 states Milestone’s entire liability and Your exclusive remedy for any
type of claim described in this Clause 9.1.

9.2 You shall defend Milestone against any claim, demand, suit, penalty, or proceeding made or
brought against Milestone by a third party alleging that Your Partner Data, or applications or other
materials used or offered by You on Milestone Marketplace, including Your upload of third party
references, information, logos etc., infringe or misappropriate the intellectual property rights of a third
party or violate applicable laws (to the extent such infringement, misappropriation or violation do not
arise solely from Milestone Marketplace as made available to You by Milestone), and You shall
indemnify Milestone for any damages finally awarded against Milestone, and for reasonable attorney’s
fees incurred by Milestone in connection with any such claim; provided, that Milestone (i) promptly
notify You in writing of the claim being made or brought against Milestone; (ii) grant You sole control
of the defense and settlement of the claim (provided that You may not settle any claim unless the
settlement unconditionally releases Milestone of all liability); and (iii) provide reasonable collaboration
and assistance in the defense, at Milestone’s expense (exclusive of attorney’s fees). Upon receipt of
the written notice of a third-party infringement claim, You shall remove the content from
Your Published Pages via the Dashboard, and You may replace it with Your Partner Data which is
not included under or in other ways subject to third party claims of infringement. The foregoing states
Your entire liability and Milestone’s exclusive remedy for any type of claim of loss or damages
described in this Clause 9.2, while Milestone shall not be limited in its rights as stated in Clause 2.4.

9.3 You shall defend Milestone against any claim, demand, suit, or proceeding made or brought
against Milestone by a third party for endorsements, appreciations, reliance, warranties or the like
(unless expressly provided by Milestone in a written agreement to such third party) in respect to Your
Partner Data on Your Dashboard , or Your products, services, applications or other materials offered
by You through Milestone Marketplace, and You shall indemnify Milestone for any damages finally
awarded against Milestone, and for reasonable attorney’s fees incurred by Milestone in connection
with any such claim; provided, that Milestone (i) promptly notify You in writing of the claim being made
or brought against Milestone; (ii) grant You sole control of the defense and settlement of the claim
(provided that You may not settle any claim unless the settlement unconditionally releases Milestone
of all liability); and (iii) provide reasonable collaboration and assistance in the defense, at Milestone’s
expense (exclusive of attorney’s fees). The foregoing states Your sole liability and Milestone’s
exclusive remedy for any type of claim for loss or damages described in this Clause 9.3, while
Milestone shall not be limited in its rights as stated in Clause 2.4.
15 Marketplace Terms of Use

10. Liabilities and Limitations on Liabilities

10.1 Subject to the indemnifications, disclaimers, exclusions, and limitations on liabilities stated
in these Terms of Use, Milestone shall be liable under the principles of Danish laws.

10.2 Exclusion of Liability: Milestone shall not be liable for any damages or loss arising out of
Your access to or use of Milestone Marketplace, nor arising out of any Visitor’s reliance on Your
Partner Data on Your Published Pages. Milestone shall not be liable for any disclosure, modification,
or deletion of Your Partner Data. Milestone is not responsible for and assumes no liability for damages
or viruses or other malicious codes or tools that may infect Your systems or other property caused by
Your access to or use of Milestone Marketplace. The same applies to Your downloading of any text,
images, materials, data, video or sound from Milestone Marketplace.
10.3 Exclusion of Consequential and Indirect Damages and Losses: In no event shall Milestone
have any liability to You for any lost profits or revenue or for any indirect, special, incidental,
consequential, cover or punitive damages including, but not limited to, loss of profit, time, goodwill,
data or damage to records of data, or loss as a consequence of any kind of business interruption
arising out of Milestone Marketplace or any inadequate or faulty performance hereof, whether in
contract, tort, or under any other theory of liability, and whether or not Milestone has been advised of
the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by
applicable laws.
10.4 Limitation of Liability: Subject to the indemnification in Clause 9.1, in no event shall
Milestone’s liability arising out of or related to these Terms of Use during the entire term, cf. Clause
11.1, whether based in contract, tort, product liability or under any other theory of liability, exceed in
the aggregate the lower of the following amounts: (i) the total amount invoiced under the term of these
Terms of Use and the subscription hereunder or (ii) the total amount of EUR 50.000; or with respect
to any single incident the lower of the following amounts: (i) the annual fee for the current subscription
period at the event giving rise to the claim or (ii) EUR 10.000. For any liabilities of delay, Milestone’s
liability shall not exceed the amount paid by You for Your subscription to Milestone Marketplace for
the current subscription period.The foregoing disclaimer shall not apply to the extent prohibited by
applicable laws.
10.5 Force Majeure:Neither You nor Milestone shall be liable for delay or non-performance of its
obligations (or parts hereof) under these Terms of Use if caused by an event which is unforeseeable,
beyond the control of the non-performing party, and cannot be remedied by the exercise of
commercially reasonable efforts. Force Majeure shall include, without limitations, acts of God, acts of
government, acts of terror, cybersecurity attacks, events of computer, telecommunications, Internet
service provider or hosting facility failures or delays involving hardware, software or power systems
not within the party’s possession or reasonable control. The party affected shall be relieved from its
16 Marketplace Terms of Use

obligations (or part thereof) as long performance is hindered due to Force Majeure, being understood
that Force Majeure shall not excuse any obligation of Your payment of invoices due. The party affected
shall promptly notify the other party. Either party may terminate these Terms of Use and access to
Milestone Marketplace if the event of Force Majeure continues for more than forty-five (45) days.

11. Term and Termination

11.1 These Terms of Use commence on the date You accept them and continue until
Your subscription has been terminated by either You or Milestone.

11.2 You may at any time terminate Your subscription and, thereby, Your participation in
Milestone Marketplace. Termination shall not relieve You of Your obligations to pay any fees accrued
payable to Milestone prior to the effective date of termination, cf. Clause 6. If You are a Technology
Partner of Milestone, then Your subscription for Milestone Marketplace may be a condition for
participating on certain tracks under the Technology Partner Program. Termination of Your
subscription on Milestone Marketplace may therefore have consequences for Your participation in the
Technology Partner Program and Your Technology Partner Agreement between You and Milestone.

11.3 Milestone may, at its sole discretion, suspend Your subscription upon notice to You (i) if Your
Dashboard has not been accessed by Your Users for 12 months or longer, or (ii) if payments for
subscriptions are overdue and not paid after receipt of written notice and reasonable opportunity to
cure, or (iii) for reasons as stated in Clause 2.4 giving grounds for removal of content or disabling of
Your Dashboard. If Your subscription is suspended, and not reactivated or remedied by You within a
reasonable period, this may lead to Milestone terminating this Agreement on Terms of Use for Your
participation on Milestone Marketplace which may, depending on the applicable partner track, lead to
termination of Your Technology Partner Agreement according to its terms.

11.4 Milestone and You may each terminate for cause Your subscriptions and these Terms of
Use if the other Party is in material breach of the terms and conditions herein, and the breach have
not been cured by the other Party within 10 days from when the date of notice has been sent. Events
of material default include, but are not limited to, repeated breach of the party’s obligations under these
Terms of Use, a party’s insolvency, general assignment for the benefit of creditors, bankruptcy,
receivership, insolvency, or liquidation proceeding.

11.5 Milestone reserves the right to discontinue or alter any or all our website services at Milestone
Marketplace, and to stop publishing Milestone Marketplace, at any time at Milestone’s sole discretion
without notice or explanation; and to the extent that these Terms of Use expressly provide otherwise,
You will not be entitled to any compensation upon the discontinuance or alteration of Milestone
Marketplace. However, if Milestone cancels any services You have paid for and You are not in breach
17 Marketplace Terms of Use

of these Terms of Use, Milestone will refund You a pro-rata amount of Your fee for the remaining term
of Your subscription period for the Services.

11.6 Deletion of Your Data: Upon termination of Your participation in Milestone Marketplace , the
content of Your Publish Pages will be deactivated and, thereafter, be deleted according to Milestone’s
retention policy found at www.milestonesys.com/privacy-policy. Milestone shall have no obligation to
maintain or provide any of Your Partner Data, and unless legally prohibited or otherwise agreed with
You in writing, Milestone will delete all of Your Partner Data on Milestone Marketplace.

12. General Provisions

12.1 Export Control: Milestone Marketplace shall not be applied by You for any export, transfer,
or to make available, whether directly or indirectly, any regulated item or information to anyone without
first complying with all applicable export control laws and regulations. As Milestone Marketplace is a
worldwide open platform, You are not allowed to upload and make available Partner Data which is at
risk of being subject to export control laws and regulations or other sanctions by authorities such as
United Nations, the European Communities or the United States.
12.2 Anti-corruption Laws: Each party shall comply with applicable anti-corruption laws. Neither
party may at any time, directly or indirectly, through employees or third parties, pay, offer, give, or
promise to pay or give, or authorize the payment of, any monies or any other thing of value to influence
the improper performance of any individual government officials and employees of state-owned
enterprises.
12.3 Independent Contractor: Milestone is an independent contractor from You. These Terms of
Use do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship
between us.
12.4 Interpretation: All headlines for each section and before any provision are intended solely
for the convenience and shall not affect the meaning of any provision.
12.5 Notices: All notices required hereunder will be either published on Milestone Marketplace or
sent to the e-mail address of the registered administrator (admin) designated by You through Your My
Milestone account, or both.
12.6 No Waiver: Failure or delay by Milestone or You in exercising any right under these Terms of
Use shall not constitute a waiver of that right.
12.7 Severability: If a court of competent jurisdiction or other competent authority finds any
provision to be unlawful and/or unenforceable, the provision shall be enforced to the fullest extent
permissible and, otherwise, modified and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of these Terms
of Use shall remain in full force and effect.
18 Marketplace Terms of Use

12.8 Law, jurisdiction and Venue: These Terms of Use and any disputes arising out of or related
thereto shall be governed by and construed in accordance with Danish law without giving effect to its
conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Any
disputes arising out of or related to these Terms of Use including its existence, validity, or termination,
shall be finally settled before the Danish Institute of Arbitration in accordance with its rules of
procedures and the seat of the arbitration shall be in Copenhagen, Denmark. The proceedings shall
be confidential and shall be conducted in the English language unless otherwise agreed by the Parties.
12.9 Injunction: You and Milestone each acknowledge that due to the nature of the Milestone
Marketplace, any actual or threatened breach of these Terms of Use may cause immediate and/or
irreparable injury to the other party and, therefore, a party shall be entitled to seek injunctive relief in
addition to other remedies to which it may be entitled in laws, and a party shall have the right at any
time, at its option and where legally available, to immediately commence an action or proceeding in a
court of competent jurisdiction to seek a restraining order, injunction, or other equitable relief to enforce
its protective rights under these Terms of Use.
12.10 Third party rights: These Terms of Use are for Milestone’s benefit and Your benefit and are
not intended to benefit or be enforceable by any third party. The exercise of the parties’ rights under
these terms and conditions is not subject to the consent of any third party.
12.11 Assignment: You may not assign any rights or obligations to Milestone Marketplace or
otherwise under these Terms of Use without the prior written consent of Milestone.
12.12 Entire agreement: Your Partner Agreement in force with Milestone exists coinciding with
these Terms of Use, and together with Milestone’s privacy and cookies policy; these agreements
regulate Your use of Milestone Marketplace and supersedes all previous agreements between you
and Milestone in relation to your use of Marketplace.

Milestone Systems A/S

Our VAT number is 20341130