Milestone End-user License Agreement

This End-user License Agreement (EULA) is a legally binding agreement between you (either an individual or a single legal entity) and Milestone Systems A/S (“Milestone”) for the Milestone Mobile Software Development Kit software product, which may include associated software components, media, printed materials, and online or electronic documentation (“Product”).

By installing, copying, or otherwise using the Product, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Product, instead you must immediately return it to Milestone and destroy all electronic or physical copies you may have in your possession.

The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Note that the Product is licensed to you, not sold.

Copyright. All title, including but not limited to copyrights, in and to the Product and any copies thereof are owned by Milestone. All rights not expressly granted are reserved by Milestone.

Infringement of Third Party Rights. Milestone shall be liable for ensuring that the Product does not infringe any third party's intellectual property rights, however, in respect of patents, only (a) patents granted and published in the United States of America or the European Union on the date of your purchase, and (b) only if the Product is infringing as a standalone product when not used with any other product(s) or technology. In the event of any action against you in which such infringement is alleged, you shall have twenty-eight (28) days to give Milestone prompt notice thereof. If notice is not provided to Milestone within the 28 days of you receiving notice of such alleged infringement, then you shall be deemed to have waived any right to indemnity under this Section. Upon notification, Milestone shall thereafter assume the case and all of its legal costs incidental to the case. Milestone shall have irrevocable power of attorney to conduct litigation on its own behalf or to negotiate for settlement of the alleged infringement with you as the user. Milestone shall be entitled, at Milestone's discretion, to either obtain the continued right for you to use the Product or bring the infringement to an end by modifying or replacing the Product by another product which possesses substantially the same functionalities as the Product, or - if none of these remedies may be achieved at a reasonable cost for Milestone - to terminate this EULA with immediate effect. In the event of termination you have no further claims against Milestone. Milestone can however not be held liable for possible infringement of any third party's intellectual property rights caused by a solution that the user has created using the Product, and where smaller components of the Product may be used in the user’s final solution.

Disclaimers. Even though Milestone strives to keep a high quality level of the Product, and to make it compatible with future versions of the Products, the user of the Product understands and accepts that:
1.	The Product may contain incorrect, misleading or outdated material, documentation or sample products and source code.
2.	The Product may be incompatible with previous, present or future versions of the Milestone products.
3.	The Product may lack certain functionality or be incomplete in certain areas.

No Warranties. Milestone expressly disclaims any warranty for the Product. The Product and any related documentation is provided “as is” without warranty of any kind, either expressed or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the Product remains with you as the user. You are notified that the Product, when used with certain equipment or other software, may enable you to perform surveillance actions and data processing which are likely to be restricted by or contrary to applicable law, including without limitation data privacy and criminal law. The sole responsibility for verification of your use against compliance with applicable law lies with you as the user.

Prohibited Use. This license does not cover use of the Product for the purpose of, or in connection with, a violation of the human rights of any person as set out in the United Nations Universal Declaration of Human Rights. Any such use is prohibited and is a material breach of this EULA causing the whole license for the Product to lapse immediately without notice rendering any further use of the Product unlawful.

Limitation of Liability. The provisions of this paragraph are in effect to the maximum extent permitted by applicable law. In no event shall Milestone or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) nor for any product liability (except for bodily injury) arising out of the use of or inability to use the Product or the provision of or failure to provide proper support, even if Milestone has been advised of the possibility of such damages. Absent any willful misconduct or gross negligence, the entire liability of Milestone and its suppliers shall be limited to the amount actually paid by you for the Product.

Miscellaneous. (a) You may make as many copies of the Product as may be necessary for backup and archival purposes. (b) You may not reverse engineer, decompile, or disassemble any of the Product's components except and only to the extent permitted by applicable law which cannot be contractually waived.

Assignment. The user of the Product shall have no right to transfer or in any other way assign its rights or obligations, without the prior written consent of Milestone. Milestone may transfer all rights and obligations to an affiliated entity or in connection with the sale of a major part or all of the assets of Milestone.

Termination. Without prejudice to any other rights, Milestone may terminate this EULA if you fail to comply with its terms and conditions. In such event you must immediately cease using the Product and destroy all copies of it.

Severability. If a court or government body of competent jurisdiction determines that any provision of this EULA is invalid, not enforceable or enforceable only if limited in scope, this present EULA shall continue in full force and effect with such provisions stricken or so limited.

Entire Agreement. This EULA constitute the parties' entire and complete agreement relating to the subject matter hereof and all written and oral undertakings and pledges which may have preceded this EULA, all implied warranties, rules of common law or ordinary rules of law not restated herein, are hereby excluded from effect between the parties.

Governing Law. This EULA and the contract between you and Milestone are governed by Danish law and the sole and proper forum for the settlement of disputes hereunder shall be the City Court of Copenhagen.

License, installation and use restrictions. Milestone hereby grants you the right to install and use the Product with the following restrictions:
1.	The Product may be installed on an unlimited number of computers used for evaluation or development purposes.
2.	The Product may only be used on computers running operating systems for which the Product was designed.
3.	The Product may only be operated, regardless of whether this is directly or in some indirect form, by you, your employees or other people working for you.
4.	The Product may only be used in connection with Milestone XProtect products, Milestone Husky NVR products supporting the Milestone Integration Platform Software Development Kit, and approved OEM versions of Milestone XProtect products; the Product may not be used separately, in connection with non-Milestone products.
5.	The use of the Product is further restricted by the End-user License Agreement of the Milestone product, or the OEM version of the Milestone product it is used together with.
7.	You agree and warrant not using the Product, or other technical tools, in ways that will enable an end user to use a Milestone product, or an OEM version of a Milestone product in a way that may infringe the End User License Agreement covering the specific product, or break or circumvent the licensing system for the Milestone product or the OEM version of a Milestone product.

Addendum to Milestone End-user License Agreement

This Addendum (“Addendum”) to the Milestone End-user License Agreement (EULA) for the Milestone Mobile Software Development Kit (“the MIP SDK Mobile”) is a legally binding agreement between Tridium Inc. (Honeywell ECC). 3951 Westerre Parkway, Suite 350, Richmond, VA 23233, USA (hereinafter “Tridium”) and Milestone Systems A/S, Banemarksvej 50C, 2605 Brøndby, Denmark (“Milestone”) as of 16 December 2019 (the “Effective Date”).

In consideration for the terms and conditions set forth herein, and for other good and valuable consideration, Milestone makes available for free of charge download, the MIP SDK Mobile in form of a set of software development tools that enable interface with the Milestone Mobile Server.

Tridium wants to modify and re-distribute certain defined files in MIP SDK Mobile 2019 R3 for purpose of integration into Tridium’s java based video solution, Niagara Video Framework, to enable communication with Milestone Mobile Server (the “Purpose”).

During the term of this Addendum, Milestone hereby grants to Tridium a non-exclusive, non-transferable, fully paid-  up, royalty-free, irrevocable, perpetual, payment-free and worldwide license for the Purpose, solely, to modify and distribute, directly or indirectly, to Tridium’s end-user customers the following files (the “Files”):

XPMobileSDK.library.js – which contains libraries that Mobile Web SDK use to communicate with the mobile server and handle video on the video feed.
XPMobileSDK.js – which incorporate the libraries defined XPMobileSDK.library.js and expose functionality for the partners to use the mobile server.


Except as expressly provided herein, Tridium agrees not to sell, sublicense, rent, lease, transfer or otherwise provide the MIP SDK Mobile to any third party.

Milestone expressly disclaims any warranty of any kind, either expressed or implied, for the Files, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the Files remains with Tridium. Milestone shall not be liable for possible infringement of third party’s intellectual property rights for Tridium’s integration and re-distribution of the Files with Tridium’s video solution.

Tridium’s use of the Files, and Milestone’s liability is further restricted by the standard clauses stated in EULA. Thus, Milestone disclaims any and all liability for special, incidental, indirect or consequential loss and damage, and Milestone’s liability shall be limited to USD 50,000.

This Addendum shall come into force as of the Effective Date and shall continue for three (3) years hereafter (the “Term”).  Thereafter, such Term will automatically renew for additional 1-year periods unless a party gives written notice of termination on or before 180 business days prior to expiry of the Term or any extension. Without prejudice to any other rights, Milestone may terminate immediately this Addendum for cause if Tridium materially breaches the terms of this Addendum, the EULA agreement, or its duties as a Technology Partner to Milestone under the agreements entered into under the Technology Partner Program, and, when capable of cure, if Tridium fails to cure such breach within thirty (30) days of receiving written notice of such breach.

Notwithstanding the foregoing, any termination of the Addendum shall not affect the rights of Tridium’s end-users to use the Files which was properly distributed hereunder before termination or expiration hereof.

Milestone’s disclaimers of warranty and limitations of liability, and the regulation on governing laws and venue under this Addendum shall survive any termination of this Addendum.

Governing Law.  The validity, performance and construction of this Addendum shall be governed by and interpreted in accordance with the laws of Denmark. The sole and proper forum for settlement of disputes hereunder shall be the City Court of Copenhagen.
