NOTE: If you are a Milestone Dealer, systems integrator, or are otherwise installing this Service on behalf of a third party, you shall ensure that you have such third-party's acceptance of these Terms and consent to provide end-user personal data for registration with Milestone if such option is applied.

These XProtect Remote Manager Terms of Use (the “Terms”) govern the right to access and use XProtect Remote Manager (the “Service”) to remotely connect to a Customer’s XProtect VMS system. A corporate entity (the “Customer”) who has purchased a Milestone Care™ Plus product is granted a right to access and use the Service to manage its own XProtect VMS system under these Terms.

1. Agreement to the Terms

1.1 These Terms form a legally binding agreement between the Customer and Milestone Systems A/S (“Milestone”). By accepting the Service or using it, you agree on behalf of the Customer to the Terms and warrant that you have the authorization to enter into this agreement on behalf of your company and bind the Customer to these Terms. If you do not agree to these Terms, you shall not use the Service.

2. Changes to the Terms

2.1 Milestone reserves the right to modify these Terms at any time. In the event of material changes, Milestone will notify you in writing or via email. Your continued use of the Service following notification constitutes acceptance of the updated Terms. If you do not agree to the changes, you must discontinue use of the Service.

3. The Service

3.1 The Service, which is a cloud-based service, allows you to connect your XProtect VMS systems to the Service enabling you to perform remote management and administration functions. The Service provides the user with a multisite view of the connected XProtect VMS systems to the Service which can ease the administration and management effort needed for the VMS.

3.2 The Service is not a standalone service. It can only to be used with a XProtect VMS system version R2 2024 or newer. The use of the XProtect VMS system is subject to applicable EULA. A XProtect VMS installation is connected to the Service by downloading and installing the XProtect Cloud Connector.

3.3 The Service is only available to Customers with a valid Milestone Care™ Plus product.

3.4 The Service may include associated software, media, online or electronic documentation and any updates or corrections.

3.5 Milestone may at any time make changes to the Service including adding, removing, and modifying features and functions.

4. Right to access and use the Service

4.1 Milestone grants the Customer a worldwide non-exclusive right to access and use the Service, and to download and install XProtect Cloud Connector, for its internal business purposes under the Terms.

4.2 The right to access and use the Service is at any time conditioned on a valid, active, and paid Milestone Care Plus product. Access to the service will terminate without further warning at the expiry of the Customer’s Care product.

4.3 Customer shall ensure that its use of the Service is in accordance with these Terms and applicable laws and regulations.

5. Authorized Users and Account management

5.1 Customer may assign user roles to its employees or other third parties (“Authorized User”), who on behalf of Customer uses the Service. Such use shall be for the sole benefit of the Customer. The Customer is solely responsible for ensuring that only Authorized Users are allowed to access and use the Customer’s XProtect VMS system through the Service. It is always the Customer’s sole responsibility to manage such Authorized Users and making sure to add or remove as necessary and the actions of such Authorized Users when accessing or using the Service.

5.2 If it is necessary to obtain consent from assigned Authorized User, then Customer is responsible for obtaining such consent.

5.3 All Authorized Users of the Service are given a user role to access the Service.

5.4 To access the Service, you must use your existing My Milestone account. Should you not have a My Milestone account, you will be required to create a Customer account on behalf of your company or create a new user for a Customer account already existing on My Milestone.

5.5 You are responsible for: (a) making sure you have the full legal authority to create or access a My Milestone account of your company (b) maintaining the confidentiality of your usernames, passwords, and any other log-in information for the Service (“Access Information”); (c) any activities that occur under your Access Information, including without limitation, any user you allow or otherwise authorize to access or use your account; and (d) promptly notifying Milestone of any unauthorized access or use of the Service.

5.6 Further you must ensure that all Access Information provided to Milestone is accurate and up to date.

6. Security and privacy

6.1 Security is important to Milestone; therefore, a number of technical and organizational measures have been implemented to prevent unauthorized access the Customers data. Milestone might change these measures over time to improve them.

6.2 The Customer retains full ownership of all data, including Access Information and XProtect VMS system settings, provided to Milestone for processing ("Customer Data"). By using the Service, the Customer grants Milestone a license to process Customer Data solely for the purpose of providing the Service.

6.3 Milestone will not have access to the Customer’s Data about the Customer’s XProtect VMS system on the Service, unless Customer gives Milestone access for technical support purposes. Where the Service enable the Customer to define security settings, including settings for processing of personal data, the Customers use thereof is the responsibility of the Customer.

6.4 To provide the Service, Milestone needs to process personal data such as (but not necessarily limited to) each Authorized User’s full name, e-mail address, and Customer details. Milestone has implemented appropriate technical and organizational measures to protect personal data. Milestone is an independent data controller for such personal data and is processing such personal data in accordance with Milestone’s Privacy Policy. The Customer is responsible for having the right legal basis to share such personal data of its users of the Service with Milestone.

6.5 The Data Processing Agreement (“DPA”) which is available here is incorporated into these Terms by reference. The DPA applies when personal data is processed by Milestone of behalf of the Customer when the Customer uses the Service. The Service is operated on a cloud infrastructure provided by a third-party service provider located within EU. It also provides information about sub-processors. By accessing and using the Service, you also agree to the terms of the DPA. In event of conflict between the DPA and these Terms, the DPA will control.

6.6 Milestone may update the Data Processing Agreement as necessary to ensure compliance with legislative requirements and to reflect changes in the Service.

6.7 Milestone will delete any Customer Data from the Service not later than 90 days after termination of the Terms and the use of the Service.

7. Intellectual Property

7.1 As between the Customer and Milestone, Milestone owns all intellectual property rights in the Service and associated documentation. Unless explicitly stated, this Agreement does not confer any rights, implicit or explicit, to either party over the other's content or intellectual property.

7.2 If Customer provides feedback about the Service, then Milestone may use that feedback without restrictions or obligations. Milestone acknowledges that such feedback is provided “as-is” without liability for the Customer.

7.3 The Service incorporates open-source software components, which are licensed under their respective open-source licenses.

8. Confidentiality

8.1 Customer and Milestone shall only use confidential information to exercise its rights and fulfill its obligations under these Terms. Each party shall use reasonable care to protect against the disclosure of confidential information.

8.2 A recipient may disclose confidential information only to its affiliates, employees, agents, or professional advisors who (a) need to know it, (b) are obligated to keep it confidential, and use it solely to exercise its rights and fulfill its obligations under these Terms.

8.3 Disclosure of confidential information which is required by applicable laws and regulations shall not constitute a breach of these Terms. The disclosing party shall limit disclosure as much as possible and information the other party unless prohibited.

9. Termination

9.1 Either party may terminate these Terms in the event of material breach by the other party, if that party fails to remedy the breach with reasonable time.

9.2 Milestone may furthermore terminate or suspend the Service if providing the Service would be a breach of sanctions regulation in the European Union, the United States, or Japan.

9.3 Termination of the Service results in the Customer no longer having access to it, and Milestone will delete all Customer Data stored on the Service at the expiry of the retention period, unless otherwise agreed.

10. Disclaimer and limitation of liability

10.1 THE SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL MILSTONE OR ITS AFFILIATES BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SERVICE OR THE USE OR OTHER DEALINGS IN THE SERVICE. THE PROVISIONS OF THIS PARAGRAPH APPLY TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAW. IN ANY EVENT, MILESTONE’S ENTIRE LIABILITY SHALL BE LIMITED TO THE AMOUNT PAIED BY THE CUSTOMER FOR ITS MILESTONE CARE PRODUCT.

11. Indemnification

11.1 The Customer agrees to indemnify and hold harmless Milestone, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, and expenses (including legal fees) arising out of (i) the Customer’s breach of these Terms, (ii) the Customer's use or misuse of the Service or (iii) any violation of applicable law by the Customer or its Authorized Users.

12. Export control and sanctions

12.1 Milestone shall not be obliged to provide the Service if it is prohibited pursuant to applicable sanctions or export control laws or regulations.

12.2 Customer represents and warrants that (a) neither the Customer or it’s assigned end-users are on sanctions lists in the European Union, the United States, or Japan, and (b) that it will not use the Service in violation of applicable restrictions.

13. Governing Law

13.1 These Terms are governed by Danish law and the sole and proper forum for the settlement of disputes hereunder shall be the City Court of Copenhagen.

14. Miscellaneous

14.1 The headings and captions used in these Terms are for reference purposes only and do not have legal effect.

14.2 Entire Agreement: These Terms constitute the entire agreement between the parties for the Service.

14.3 Severability: If any provision of these Terms is found to be invalid, the remaining provisions will remain in full force and effect.

14.4 Force Majeure: Neither party will be liable for delays or failures in performance due to events beyond their reasonable control, such as natural disasters, strikes, or governmental actions.

14.5 Assignment: The Customer may not assign or transfer its rights or obligations under these Terms without prior written consent from Milestone.