General Terms and Conditions of HIKMICRO Dealer Club Program
Last updated: December 30, 2025
1. APPLICATIONS
1.1 These General Terms and Conditions of the HIKMICRO Dealer Club Program (the “GTC”) apply to the HIKMICRO Dealer Club Program established by Hangzhou Microimage Intelligent Technology Co., Ltd. (the “HIKMICRO”) and participated by Contractor (as defined hereinafter) with HIKMICRO’s invitation.
1.2 The GTC shall prevail over any conflicting, or inconsistent terms contained in the HIKMICRO Dealer Club Program Agreement (the “HDCP Agreement”) or in any other communication. By fulfilling the obligations and accepting the benefits under the HDCP Agreement, the Contractor agrees to be bound by the GTC. Contractor and HIKMICRO are each referred to as a “Party” and collectively as the “Parties”.
1.3 The GTC may be translated into other languages, including but not limited to German, French, and Spanish, for reference purposes only. In the event of any discrepancy between the English version and any other language version, the English version shall prevail.
2. DEFINITIONS
2.1 Affiliate means any legal entity, which controls, is controlled by, or is under common control with, another legal entity. An entity is deemed to “control” another if it owns directly or indirectly 50% or more of the voting interest and has the ability to elect a majority of directors or managing authority or otherwise direct the affairs or management of other entity.
2.2 Confidential Information means all information of a confidential nature, which refers to any transactions, cooperation, relations under the HDCP Agreement or others between the parties, or which is disclosed by the disclosing party to the receiving party, including, but not limited to information received by the disclosing party from (i) its Affiliates or (ii) third parties under obligations of confidentiality and disclosed to the receiving party, in any and all media including, without limitation, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, documents, systems, specifications, information concerning research and development work, prices, proposed transaction terms and other commercial information and/or trade and business secrets including information which relates to current, planned or proposed products, marketing, sales and business plans or status, forecasts, projections and analyses, financial information, and customer information.
2.3 Contractor means the Distributor or Dealer Partner that is invited by HIKMICRO to participate in the HDCP and has executed the HDCP Agreement.
2.4 Passive Sales means sales made in response to unsolicited requests from individual customers, including delivery of goods or services to the customer, without the sale having been initiated by actively targeting the particular customer, customer group or territory, and including sales resulting from participating in public procurement or responding to private invitations to tender.
2.5 Personal Data means any information relating to an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
2.6 Products means the products manufactured by or for HIKMICRO as may from time to time be agreed in writing by the parties. The Products shall also include embedded or supplemented software, platform software, apps, accessories, upgrades, and revisions (together as “Software”).
2.7 Prohibited AI Practices means any AI practices defined in Article 5 of Regulation (EU) 2024/1689 (the “EU AI ACT”).
3. PROGRAM MANAGEMENT
3.1 The HDCP is a qualified and invitation-only initiative established by HIKMICRO to recognize and reward Contractors who demonstrate a strong commitment to distributing and supporting high-quality HIKMICRO brand and products. Participation is based on meeting objective qualification criteria related to technical capability, customer service, and sales performance. The HDCP aims to enhance consumers’ satisfaction through improved services and support. Benefits, such as rebates, sales support, and marketing assistance, are offered to participants based on their achievement of negotiated performance targets. These targets are designed to encourage efficiency and investment in superior customer service, ultimately providing benefits to consumers.
3.2 The HDCP shall be managed based on objective and verifiable data, including but not limited to purchasing data, provided by the Contractor. Such data shall be used solely for HDCP administration, rebate calculation, and performance verification purposes.
3.3 The Contractor agrees to provide all necessary data, including but not limited to sell-out data, Point of Sale (POS) data, and any other information reasonably required by HIKMICRO for the effective implementation of the HDCP.
3.4 Any rebate or discount issued by HIKMICRO to the Contractor under the HDCP Agreement are intended solely to reward performance and are not to be construed as loyalty discounts or incentives that could have the effect of excluding or restricting competition in breach of applicable competition laws, including those of the European Union.
3.5 The Contractor shall make best efforts to ensure appropriate performance when selling the Products, including adherence to applicable laws and ethical standards. Upon notification from HIKMICRO, the Contractor shall promptly correct any misconduct (including but not limited to misleading advertising, illegal marketing practices, fraud, gross negligence, or intentional acts) within 15 days.
3.6 No provision of this Agreement shall be interpreted or enforced in a manner that restricts or inhibits the Contractor’s ability to engage in Passive Sales, in accordance with relevant competition law, e.g. Article 101, 102 of the Treaty on the Functioning of the European Union (TFEU).
4. CONFIDENTIALITY
4.1 The Contractor shall treat all information and data (including drawings, documents and data carriers), knowledge, experience and know-how as well as all contractual contents obtained from and via HIKMICRO within the scope of the business relationship as Confidential Information, as long as and to the extent that such information has not lawfully become generally known, a statutory or official obligation to disclose exists or HIKMICRO has consented in writing to disclosure in individual cases. Contractor shall use the Confidential Information exclusively for the purposes required for the execution of the HDCP. This confidentiality obligation shall maintain in effect even after termination of the contractual relationship.
4.2 The Contractor agrees and undertakes that it will use the Confidential Information in accordance with the provisions agreed by the GTC and HDCP Agreement, if any. Contractor further agrees that it shall hold all Confidential Information in confidence and shall safeguard the Confidential Information with at least the same degree of care that it takes to protect its own Confidential Information of a similar nature, which in no event shall be less than a reasonable standard of care. At any time upon the written request of HIKMICRO, the Contractor shall within fourteen (14) days of receipt of the request, discontinue the use of the Confidential Information and (i) return or destroy subject to HIKMICRO’s written instructions, all Confidential Information in tangible form in its possession, and (ii) upon request provide HIKMICRO with a written certificate evidencing the complete and full execution of the provisions of this Section.
5. COMPLIANCE
5.1 Trade Compliance.
The Contractor confirms that it shall comply with all the applicable import and export regulations including without limitation, REGULATION (EU) 2021/821, the Chinese export control laws and regulations (i.e. Export Control Law of the People’s Republic of China), the U.S. Export Administration Regulations and other applicable laws and regulations related to export control and economic sanctions in different jurisdiction, and apply for all necessary licenses, permits, authorizations as required for the import, use, sale, transfer, export or re-export of the Products.
Specifically, Contractor hereby further confirms and undertakes that the Products shall not be resold to (i) the countries or territories, subject to U.S. economic sanctions, including Cuba, Iran, North Korea, Syria, Crimea Region of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic (ii) Russia and Belarus or other countries or territories which may be subject to§734.9 Foreign-Direct Product (FDP) Rules under the U.S. Export Administration Regulations, including incorporating the Product into or using the Product in the production or development of any non-EAR99 part, component, or equipment that is destined to those countries or territories, or (iii) any individual or entity that is listed on the Specially Designated Nationals and Blocked Persons List (an “SDN”) or the Foreign Sanctions Evaders List (an “FSE”) both maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (or is controlled or fifty percent or more owned, directly or indirectly, by such SDN or FSE) or any other applicable list of restricted parties.
The Contractor further acknowledges and agrees that the Products are designed and developed for civil use only, and Contractor shall not use, sell or provide the Product to any military end users, military-intelligence end users, or for any military end uses or military-intelligence end uses as set forth in 15 CFR § 744.21 and 15 CFR § 744.22 of the U.S. Export Administration Regulations respectively, and that it will not use, sell, or provide the Products for any prohibited end-uses, including development or production weapons of mass destruction, the development or production of chemical or biological weapons, activities in the context or related to any nuclear explosive, or unsafe nuclear fuel-cycle activity, or in support of serious human rights abuses.
In case Contractor intends to export the Products outside the EU, it shall be noted that the HIKMICRO thermal imaging products are all classified as dual use item with the control code of 6A003 and are subject to EU export controls in accordance with Regulation (EU) 2021/821. Export authorization is required to export or re-export such products from EU to non-EU territories.
Other jurisdictions may also put on restrictions, such as license requirements, when transiting, importing or exporting the thermal imaging products inside or outside the country/region. Contractor shall comply with such laws or regulations and shall be obliged to apply for such import or export license, if any.
5.2 Hunting and/or Weapon Law restrictions
It is the Contractor’s obligation to confirm and comply with the restrictions and caveats of all applicable firearms and/or hunting laws and regulations, and apply for all necessary licenses and/or permits for its proper operation of the distributorship. Contractor shall further ascertain and verify the eligibility of the downstream customers, and make proper records of its transactions.
5.3 Data Protection.
Either party may provide certain Personal Data to the other party for purposes related to the performance of obligations. Both Parties, as well as all of the people who work on their behalf within the framework of the business relationship, shall comply with all applicable data protection laws and regulations. Both Parties will only collect and use the other party’s Personal Data to the extent required to carry out their contractual relationship. Both parties warrant that they have the right to provide the Personal Data, and will agree to the Personal Data being collected to this extent and used for this purpose.
Contractor hereby also agrees to the cross-border transfer of its Personal Data to HIKMICRO and it will transfer such data strictly in accordance with applicable data protection laws and regulations.
5.4 Compliance with EU AI ACT.
Both Parties agree to comply with the EU AI Act and especially Contractor agrees not to place on the market, put into service, or use HIKMICRO’s Products in connection with any Prohibited AI Practices. Contractor further agrees to ensure that all downstream distributors, partners, and end-users of HIKMICRO Products are fully informed of and comply with these prohibitions.
5.5 Other Compliance Obligations.
Both Parties undertake to respect human dignity and human rights and comply with the international humanitarian law. Contractor also commits itself to develop an ongoing effective, appropriate and proportionate procedures guaranteeing the respect of human rights, throughout the whole chain of its activities both for itself and for its subcontractors, customers and suppliers.
Both Parties hereto shall take social responsibilities, treat employees well, protect the environment, resist commercial bribery and unfair competition, be honest in business activities, contribute to the sustainable development of social economy and environment, and abide by laws and regulations and globally recognized business ethics standards/norms. Contractor shall follow the applicable laws and regulations, especially for the specific requirement on installation and use of the Product, to avoid infringement of third party rights, including but not limited to public security interests, invasion of privacy, in violation of the provisions of data protection, such as disgraceful consideration in violation of the behavior.
6. TERMINATION
HIKMICRO may terminate the business relationship by giving written notice of at least THIRTY (30) days without reasons. HIKMICRO may also terminate the business relationship immediately by notification in the event that there is a breach or violation of the GTC or HDCP Agreement; the provisions of Section 4 to Section 8 of the GTC shall survive termination and expiration in accordance with their respective terms.
7. GOVERNING LAW AND JURISDICTION
Both GTC and the HDCP Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China. All disputes arising out of or in connection with the GTC and/or HDCP Agreement, including disputes concerning the existence and the validity thereof shall be resolved by means of arbitration and shall be submitted exclusively to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing in accordance with the CIETAC arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The language of the arbitration shall be English.
8. MODIFICATIONS
HIKMICRO reserves the right to amend the GTC at any time. Any amendments or modifications will be communicated in writing in advance, and unless the Contractor submits a written objection within 30 days from the notification date, the revised GTC shall be deemed accepted by all the parties and will take effect automatically 30 days after the notification date, applying to all future cooperation thereafter unless otherwise specified.
9. ASSIGNMENT
9.1 Contractor is engaged as an independent contractor. Nothing in the GTC and HDCP Agreement will be deemed or construed to create a joint venture, partnership or employment relationship between HIKMICRO and Contractor (including its Personnel). HIKMICRO will have no liability or responsibility for Contractor’s Personnel.
9.2 Contractor will not assign, transfer or subcontract the HDCP Agreement or its rights or obligations (including its data privacy obligations) to any third party (whether resulting from a change of control, merger or otherwise) without HIKMICRO’s prior written consent. In any event Contractor will remain solely responsible for any and all acts, errors or omissions of its subcontractors (including its sub-processors).
10. SEVERABILITY
If any provision of the GTC and/or the HDCP Agreement is held to be invalid or unenforceable, such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in the GTC and/or the HDCP Agreement but without invalidating any of the remaining provisions, which shall continue in full force and effect.
