Highcharts

This Standard License Agreement sets forth the terms and conditions governing all purchases of License(s) to and use of Software owned and delivered by Highsoft AS, the company behind Highcharts.

By installing or using Software or any part thereof, Licensee agrees to be bound by this Standard License Agreement, unless Licensee is using the Software for a non-commercial purpose authorized by Highsoft which is governed by separate terms for non-commercial usage.

1. Definitions

Agreement shall mean this document, together with any appendices and attachments incorporated herein, and the License Statement;

Affiliate shall mean any entity that directly, or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of, more than 50% of the voting interests of the subject;

Affiliate Fee shall mean the additional fee payable by Licensee to Highsoft for extending purchased License(s) to apply also to Licensee’s Affiliates, if Licensee so chooses pursuant to section 3.2.2;

Confidential Information shall mean any and all written, verbal, or demonstrated information of proprietary and/or confidential nature provided by one Party to the other in connection with this Agreement; Confidential information shall include, without limitation, information relating to technologies, finances and legal affairs which relate in any manner to a Party’s actual, or anticipated business whether obtained in tangible or intangible form, including oral or visual. Confidential Information shall not include A) Licensee’s name, logo, the existence of a contractual relationship between the Parties and the product licensed under this Agreement, or B) information that (i) is generally known to the public at the time of disclosure; (ii) is lawfully received or obtained by the receiving Party from a Third Party who has rightful possession of Confidential Information; (iii) becomes generally known to the public after the time of disclosure, but not as a result of disclosure by the receiving Party, or (iv) is already in the possession of the receiving Party prior to the signing of this Agreement;

Customer Installation shall mean any distribution of Licensed Software as an integral part of a Licensee Product through installation of such Licensee Product on a server owned or operated by a Licensee customer pursuant to an OEM License granted according to section 4.3 below. One Customer Installation shall for the purposes of the Agreement consist of one sale of a Licensee Product to a Licensee customer and the subsequent distribution of Licensed Software to that Licensee customer through installation of that Licensee Product on the Licensee customer’s server, regardless of the number of users within the Licensee customer’s organization authorized to use the installed Licensee Product. The number of authorized Customer Installations under a purchased License shall be defined in the License Statement and is not subject to renewal, recurrence or re-use;

Customer Installation with Developer Rights shall mean a Customer Installation that is based on an OEM License authorizing the Licensee’s customer, post installation, to customize Licensed Software for its own purposes;

Delivery Date shall mean the date upon which Licensee is invoiced by Highsoft for the applicable Licensed Software;

Developer shall mean any unnamed person, whether an employee or subcontractor of Licensee, who will be simultaneously working with the API and/or the source code of the Licensed Software. The number of Developers authorized to simultaneously work with the Licensed Software is defined in the License Statement;

External Application shall mean any software product, application or solution offered by Licensee by another distribution form than Customer Installation, into which Licensed Software may be incorporated pursuant to a purchased SaaS License in accordance with section 4.2 and which has been approved by Highsoft as an External Application by express identification as such in the License Statement. External Applications are typically made available over the internet to users outside Licensee's organization, such as Licensee’s customers, clients, or the general public, and can be delivered through various platforms such as, e.g., web browsers, desktop clients, mobile devices, etc., and by various licensing models such as, e.g., SaaS, etc. The term External Application excludes Licensee Products, into which Licensed Software may only be incorporated pursuant to a purchased OEM License in accordance with section 4.3.

For clarity, any use of the Licensed Software in connection with a publicly accessible website or webpage made available to users outside of the Licensees organization (Public Websites) shall be deemed use in an External Application and will require a SaaS License.

An External Application may constitute a separate and additional External Application (requiring separate licensing and identification in the License Statement); where it:

is marketed, branded, positioned, or sold as a distinct product, service, or provisioning;
is provided to a materially different customer segment, industry vertical, or target user group;
provides materially different primary functionality, use case, or business purpose;
operates under a distinct commercial model, pricing structure, or subscription plan; or
is deployed as a separate hosted environment or platform intended to serve a distinct product line;

Any plugin, extension, module or add-on shall be deemed part of the same External Application unless it by itself meets one or more of the criteria in item i – v above for constituting a separate External Application (in which case such element shall be considered a separate External Application).

On the other hand, multiple deployments, tenant instances, or environments of the same External Application shall not, due to such multiplicity itself, constitute separate External Applications, provided that none of the above criteria (i) - (v) are met.

The above criteria (i) - (v) for distinguishing one External Application from another shall be decisive regardless of whether the applications or elements in question share a substantially similar or identical source code, architecture, or infrastructure.

Fixed Advantage Period shall mean an optional enrollment term in the Highcharts Advantage plan, selected by Licensee upon purchase of the License as alternative to the default subscription-based enrollment with Auto-Renewal), pursuant to which Licensee enrolls for fixed period of up to five (5) years, as specified in the License Statement, and which does not automatically renew.

Highcharts Advantage shall mean the maintenance and support services offered by Highsoft, as defined in section 5 below, which Licensee is entitled to receive for as long as Licensee is validly enrolled in the Highcharts Advantage plan;

Highcharts Advantage Fee shall mean the fee payable by Licensee to Highsoft for each renewal of Licensee’s enrollment in Highcharts Advantage plan following the initial twelve (12) months enrollment that is included in the License Fee at no additional cost, or the fee payable to Highsoft by Licensee for its enrollment in a Fixed Advantage Period as set out in section 5.2, as applicable;

Highsoft shall mean Highsoft AS, the company behind Highcharts, a Norwegian corporation with organization no. 996 840 506;

Highsoft Website shall mean www.highcharts.com, including subdomains;

Internal Application shall mean software solutions or applications which fully or partly include Licensed Software, and which is used solely for internal purposes by Licensee’s employees and/or contractors inside the firewall of Licensee’s network. An Internal Application shall not be used for external purposes and shall under no circumstance be used by or with Licensee’s customers;

Internal License shall mean the license type offered by Highsoft granting Licensee the right to use the Licensed Software as such on Internal Websites and Internal Applications as further defined in section 4.1.

Internal Website shall mean a website only accessible internally, to Licensee’s employees and/or contractors, inside Licensees local area network (LAN). An Internal Website shall not be accessible to any person or party outside the firewall of Licensee’s network and shall under no circumstance be accessible to Licensee’s customers;

License shall mean the right to use the Licensed Software granted to Licensee by this Agreement, in the form of either an Internal License, a SaaS License and/or an OEM License. Upon entering into this Agreement Licensee must choose one of the license types. The sets of usage rights granted by Highsoft under each license type, are defined in section 4.1-4.3 of this Agreement;

License Fee shall mean the fee payable by Licensee to Highsoft for the right to use the Licensed Software under a purchased License and for the Licensee’s initial twelve (12) months enrollment in Highcharts Advantage after Delivery Date, which is included in the License Fee at no additional cost;

Licensed Software shall mean the Software products licensed to Licensee through this Agreement, as chosen by Licensee upon purchase and confirmed in the License Statement. Official Highcharts Integrations are included within the scope of the Licensed Software but are made available separately via Highsoft’s website or other distribution channels and must be accessed and downloaded by Licensee;

Licensee shall mean the legal entity to which License has been granted, as expressly stated in the License Statement;

Licensee Product shall mean any software product, application or solution offered by Licensee for Customer Installation, into which Licensed Software may be incorporated pursuant to a purchased OEM License in accordance with section 4.3 and which has been approved by Highsoft as a Licensee Product by express identification as such in the License Statement. The term Licensee Product excludes External Applications, into which Licensed Software may only be incorporated pursuant to a purchased SaaS License pursuant to section 4.2;

License Statement shall mean the document issued by Highsoft and sent to Licensee following Licensee’s purchase of a License, as a link along with the confirmation of the purchase of the License, which expressly identifies the details of the granted License, including but not limited to the Licensed Software, the Affiliate(s) to which usage rights are granted under the License (if applicable), the number of authorized Developers, the License ID-number, the expressed name(s) of the applicable External Application(s) and Licensee Product(s) (as applicable), Licensee’s enrollment in Highcharts Advantage, and applicable terms hereunder, as further set out in section 17.8. In the case of any subsequent changes to the License in accordance with section 17.8, the License Statement will be adjusted accordingly;

OEM License shall mean the license type offered by Highsoft granting Licensee the right to use Licensed Software as an integral part of a Licensee Product which will be supplied to Third Party through a Customer Installation, as further defined in section 4.3;

Official Highcharts Integrations shall mean integrations, wrappers, and software framework which are made and supported by Highsoft as an additional free-of-charge service not to be deemed part of the Licensed Software, for the purpose of enhancing the use of the Software and making integration and programming easier, for instance by adding customized features or by simplifying the development environment. Information about Official Highsoft Integrations is available on the Highsoft Website.

Third-Party Integrations and Add-ons shall mean integration, wrappers, add-ons, plug-ins and software framework which are made available and supported by Third Party and made available through Highsoft (including via the Highsoft Website) as an additional, free of charge service, not to be deemed part of the Licensed Software, for the purpose of enhancing the use of the Software and making integration and programming easier, for instance by adding customized features or by simplifying the development environment. Such Third-Party Official Integrations and Add-ons may include open source software and are made available either under specific license, “as-is” free-of-charge under the MIT-license or other open-source licenses, as applicable. Information about Third-Party Integrations and Add-ons is available on the Highsoft Website;

Optional Dependencies shall mean optional extensions and features to the Software products which are made available and supported by Highsoft as an additional free-of-charge service not to be deemed part of the Licensed Software and which depend in whole or partly on external libraries. Such Optional Dependencies may include open-source software and are made available “as-is” free-of-charge under the MIT-license or other open-source licenses. Information about Optional Dependencies is available on the Highsoft Website;

Party shall mean a party to this Agreement;

Public Website shall mean a website that is accessible from outside Licensee’s organization. Such website shall be regarded a Public Website regardless of whether it puts restrictions on users (e.g., is restricted to Licensee’s Customers) or is publicly accessible (to all).

Release shall mean, with respect to any Licensed Software, any release of minor or substantial updates, news and improvements to Licensed Software, which may include bug fixes, redesign, and refactoring of the API. Such improvements may typically include modifications to the Software which increase the efficiency, ease of use and/or add additional capabilities or functionality.

SaaS License shall mean the license type offered by Highsoft granting Licensee the right to use the Licensed Software in one (1) or more External Application and on Public Websites, as further defined in section 4.2;

Software shall mean any and all proprietary software products owned by Highsoft which may be licensed under this Agreement, including without limitation Highcharts Core, Highcharts Stock, Highcharts Maps, Highcharts Gantt, Highcharts Dashboards, Official Highcharts Integrations (with the exclusion of Python) and Highcharts Grid Pro. For the purpose of this Agreement, Software shall not include Third-Party Integrations and Add-ons, Python or Optional Dependencies;

Term shall mean the term of this Agreement as defined in section 13;

Third Party shall mean any other entity than the Parties, including but not limited to Licensee’s Affiliates and customers;

2. Ownership and Copyright

All Software is the property of Highsoft and is protected by copyright law as well as other statutory and non-statutory intellectual property law. Highsoft product names and trade names are owned by Highsoft and protected under trademark law, both as registered trademarks and through use.

All title and copyrights in and to Software, trademarks and accompanying materials and rights are and shall remain owned fully and solely by Highsoft, and nothing herein shall involve or imply any transfer of such ownership or rights.

Through this Agreement, Software is licensed, not sold.

Highsoft reserves all rights not expressly granted to Licensee in this Agreement. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that: (A) except as specifically set forth in this Agreement, Highsoft retains all right, title and interest in and to Software, and Licensee does not acquire any right, title or interest to Software except as set forth herein; (B) any configuration or deployment of Software shall not affect or diminish Highsoft’s rights, title or interest in and to Software. Nothing in this Agreement shall limit in any way Highsoft’s right to develop, use, license, create derivative works of, or otherwise exploit Software, or to permit Third Parties to do so.

Highsoft acknowledges and agrees that (i) Licensee retains all rights, title and interest in and to any Licensee Product and to any Licensee-owned External Application, and Highsoft does not acquire any right, title, or interest in or to such product or application; and (ii) any integration of Licensed Software with Licensee Product or Licensee owned External Application shall not affect or diminish Licensee’s rights, title, and interest in and to such product or application.

3. Grant of License and Limitations

3.1. Scope of License

Subject to the terms and conditions of this Agreement and upon Licensee's full payment of the applicable fees, Highsoft grants Licensee the right to use the Licensed Software strictly within the scope of the granted License type, and to receive services and Releases included in Highcharts Advantage as described below.

The License, which shall be registered in Licensee's name, shall commence on Delivery Date and be effective until terminated in accordance with the terms and conditions set forth in this Agreement.

When entering into this Agreement, Licensee must state Licensee’s initial choices on:

the Software products to be included in the License;

one or more of the License types described in section 4;
the number of authorized Developers to be included in the License;
which External Application(s) the Licensed Software will be used in, if purchasing a SaaS License as further described in section 4.2;
which Licensee Product(s) the Licensed Software will be used in, if purchasing an OEM License as further described in section 4.3;
the number of Customer Installations, with or without developer rights, to be included in the License, if purchasing OEM License(s) as further described in section 4.3; and
any Affiliates to be included in the License.

The information listed in item i - vi shall be stated in the License Statement. Notwithstanding the above, Licensee may pursuant to Section 5.1 request subsequent upgrades to the License, for example by adding new software products to the Licensed Software or increasing of the number of Developer seats, to be included in the License.

Each License type grants Licensee a specific set of usage rights to Licensed Software, as described respectively in section 4.1 to 4.3 below. The offered license types described in sections 4.1 (Internal License), 4.2 (SaaS License) are complementary in the sense that the SaaS License consumes and includes more extensive rights than the Internal License. For the avoidance of doubt, an OEM License does not include any of the rights covered by an Internal License or a SaaS License, unless such rights are added by Licensee’s optional choice pursuant to section 4.3.3 below (customization of an OEM License) and confirmed in the License Statement.

Depending on the purchased License type(s), sections 4.1, 4.2 and/or 4.3 below shall apply. Section 3 and 5 shall apply to all License types and hence regardless of the chosen License type. The License type(s) chosen by Licensee shall be stated in the License Statement.

Upon request, Highsoft may provide advice on which License type will be suitable for Licensee as this will mainly depend on Licensee’s use case. In such case, Highsoft will use its best effort to suggest a suitable License type based on the information provided by Licensee. Licensee shall bear the risk for the correctness and completeness of the information provided, and Highsoft provides no guarantees, express or implied, as to the suitability of the chosen License type(s) and hereby disclaims any and all liability related to the choice made by Licensee.

3.2. General Limitations

3.2.1. Number of Developers

Each License granted by Highsoft under this Agreement comes with a defined (limited) number of authorized Developers. Licensee acknowledges, accepts, and undertakes to ensure that the actual number of Developers at any given time, whether an employee or subcontractor of Licensee, shall not exceed the total number of Developers stated in License Statement. Any breach of this restriction shall be considered a material breach of the Agreement.

3.2.2. Usage by Affiliates

The License is granted to Licensee only and does not extend to Licensee’s Affiliates at the commencement of this Agreement, unless otherwise agreed between the Parties by way of express identification of such extended right in the License Statement, and subject to Licensee’s payment of the additional Affiliate Fee.

Licensee may at any time and subject to an additional Affiliate Fee purchase a right for its Affiliates to use the Licensed Software within the scope of the purchased License(s) and the number of Developers and Customer Installations defined therein (if applicable). Any such subsequent extension of the License to also cover Licensee’s Affiliates must, in order to be valid, be agreed in writing between the Parties. If Licensee wishes to purchase such an Affiliate extension, Licensee shall send to Highsoft a written notice, containing (a) the number of Affiliates, and (b) the following information for each of the Affiliates that Licensee wishes to include in the purchased License(s):

Company name
Company registration no.
Nationality
Address
Contact information
Contact person

Highsoft will thereafter update the License Statement, which will state the applicable Affiliates included in the License. An extension of the License to include Affiliates shall for the avoidance of doubt not expand the usage rights granted through this Agreement or expand the scope of the granted License unless such expansions of the License are concurrently requested and agreed between the Parties pursuant to section 17.8.

3.2.3. Access to new Releases

Subject to restrictions and limitations applicable to the purchased License type, a purchase of a License grants Licensee the right to use the applicable Release of the Licensed Software at the time of purchase, and any subsequent Releases released during Licensee’s enrollment in the Highcharts Advantage plan. In order to gain access to new Releases, Licensee must remain enrolled in the Highcharts Advantage plan as defined in section 5 below. Upon purchase of a License, Licensee will be automatically enrolled in the Highcharts Advantage plan, commencing on Delivery Date, and the first twelve (12) months of Licensee’s enrollment in the Highcharts Advantage plan shall be included in the License Fee at no additional cost.

Licensee undertakes not to make use of any Software in other or newer versions than the Release(s) of the Licensed Software which Licensee has obtained the right to use pursuant to the granted License and a subsequent valid enrollment in the Highcharts Advantage plan pursuant to section 5 below. Any breach of this restriction shall be considered a material breach of the Agreement.

A License granted under this Agreement is perpetual and not subject to renewal. The perpetual nature of the License is strictly limited to Release(s) of the Licensed Software to which Licensee has lawfully gained access and usage rights during a valid enrollment in the Highcharts Advantage plan. Notwithstanding its (otherwise) perpetual nature, such License shall nevertheless expire if the Agreement is lawfully terminated by Highsoft due to Licensee’s material breach, in accordance with section 13.3.

3.2.4. Access to Source Code

Licensee may download Licensed Software source code from the Highsoft Website, and may make own edits, and keep its own repositories with the modified source code.

Licensee shall not modify, delete or obscure any notices of proprietary rights or any Software identification or restrictions on or in Software found in the license-header of the code files.

3.2.5. Software key

Certain Software has functionality for the inclusion of a software key in its configuration (for example, a “Grid Key” for Highcharts Grid Pro). A software key is provided by Highsoft upon purchase of a license and is used to identify the license and the licensed use of the Software. For the avoidance of doubt, the supply of a software key by Highsoft is not itself a license grant and does not by itself imply any rights for Licensee to use the Software.

Licensee acknowledges and accepts that, if a required software key is missing, invalid, or no longer valid, the Software may output a console message that the Software is being used without a valid license and that a valid software key must be provided to remove the message. This console message serves only for such notification purposes and will not in any way limit the functionality of the Software.

3.2.6. No usage of Software in competing products

Licensee undertakes not to use Software as part of any offerings comprising functionality that is substantially similar to that of Software, during the term of this Agreement, and for a period of three (3) years after its termination, however occasioned. Nothing in this Agreement shall, however, be construed to preclude Licensee from using, marketing, licensing and/or selling software which is developed by Licensee on a fully independent basis, even if such software has the same or similar functionality as Software, provided always that the independent development can be clearly documented and that such activities do not infringe or jeopardize Highsoft’s intellectual property rights or are in breach of other related statutory or non-statutory rules of law.

3.2.7. Use of CDN

Highsoft may make certain Software files available through Highsoft’s public Content Delivery Network (“CDN”), including but not limited to code.highcharts.com. The CDN is primarily intended to facilitate evaluation, testing, and limited integration of the Software.

Licensee acknowledges that the public CDN is not intended to function as a primary distribution infrastructure for production environments unless expressly permitted under a valid commercial license or separate written agreement with Highsoft.

Licensee is responsible for ensuring that any use of the CDN complies with the applicable Acceptable Use Policy governing access to Highsoft’s network infrastructure. Highsoft reserves the right to monitor CDN usage and apply reasonable technical limitations, including rate limiting or blocking, in order to protect the stability and availability of the service.

3.2.8. AI-Assisted Development and Automated Systems

Use of artificial intelligence tools, automated systems, code generation systems, coding assistants, agents, or similar technologies in connection with the development, testing, configuration, deployment, use or operation the Licensed Software or of software incorporating the Licensed Software shall not alter the licensing requirements or terms and conditions applicable to the Licensed Software under this Agreement.

In all such cases, Licensee shall remain fully responsible for ensuring that any use, reproduction, integration, distribution, deployment, sublicensing, or other exploitation of the Licensed Software complies with this Agreement and the scope of the License granted.

Any code, dashboards, applications, configurations, files or other output generated by artificial intelligence tools, automated systems, or similar technologies that reference, call, integrate, embed, or otherwise incorporate or make use of the Licensed Software (collectively, “Output”) shall remain subject to the requirements and terms and conditions of this Agreement and the scope of the License granted. The creation or existence of such generated Output shall not grant or imply any license, sublicense, redistribution right, or other rights to the Licensed Software for Licensee or any third party beyond the scope of the License as expressly granted under this Agreement.

Licensee acknowledges and accepts that, if the Licensed Software is embedded, bundled, distributed, or made available as part of a platform, automated system, application builder, or other solution that enables third parties to generate or deploy applications or dashboards incorporating the Licensed Software, such use may require an OEM License or another commercial license expressly approved by Highsoft.

3.3. Identification of External Applications and Licensee Products

Licensed Software may only be incorporated into such External Applications or Licensee Products as expressly identified and approved by Highsoft in the License Statement. The names of such applications or products (as applicable) shall be provided by Licensee upon entering into this Agreement, in accordance with section 3.1. The Parties may for practical reasons agree in writing that the name(s) of any External Application(s) or Licensee Product(s) (as applicable) shall be provided by Licensee to Highsoft after the Delivery Date, e.g., if an application or product is still unnamed at the time of entering into this Agreement. In such case, the number of External Applications or Licensee Products (as applicable) shall be provided by Licensee and confirmed in the License Statement, and the names of such External Application(s) or Licensee Product(s) (as applicable) shall be provided by Licensee to Highsoft as soon as decided after the Delivery Date, upon which the License Statement will be updated. Licensee may not use Licensed Software in any External Application or Licensee Product before such application or product has been identified by Licensee pursuant to the above and identified in the License Statement.

Licensee may also choose to purchase a SaaS License or OEM License for use in future External Applications or Licensee Products. Upon purchase of such License, Licensee shall inform Highsoft of the number of External Applications and/or Licensee Products (as applicable) to be included in the License, so that Highsoft can list those as unnamed applications and/or Licensee Products in the License Statement.

In the event that Licensee wishes to make use of such purchased License; Licensee shall notify Highsoft of the name(s) of the application(s) and/or product(s) as well as any requested changes (if applicable) in the scope of the purchased License. Only after Licensee’s receipt of such update of the License Statement, by inclusion of the names of applicable application(s) and/or product(s), may the Licensee incorporate the Licensed Software into the specified application(s) or product(s).

While the non-reusable nature of SaaS- and OEM Licenses precludes Licensee from replacing an External Application or Licensee Product with another application or product under the same License (product replacement), it shall not preclude Licensee from changing the name of an External Application or Licensee Product covered by a License (name-change), and to request that the License Statement be adjusted accordingly.

4. License types and usage rights included

4.1. Internal License

Through an Internal License, Highsoft grants Licensee a non-exclusive, perpetual (for applicable Releases), non-sublicensable, worldwide right to install, reproduce, use and further develop Licensed Software as such:

on any number of Internal Websites (including subdomains and intranet sites), and
on any Internal Applications

An Internal License authorizes Licensee to use the Licensed Software for internal purposes only and extends to Licensee’s employees and contractors, but not to its clients, customers or other Third Parties. The Internal License does not include any right for Licensee to use the Licensed Software in an External Application or a Licensee Product, nor does it authorize Licensee to perform Customer Installations.

4.2. SaaS License

Through a SaaS License, Highsoft grants Licensee such rights that are covered by an Internal License with the addition of a non-exclusive, perpetual (for applicable Releases), non-reusable, worldwide right to install, reproduce, use and further develop Licensed Software as an integral part of one (1) or more External Application(s) (number and identity to be agreed between the Parties and confirmed in the License Statement). The Licensed Software may be used within the designated External Application(s) across any number of domains, subdomains, endpoints, environments, or deployments that form part of the External Application.

Notwithstanding the above, under a SaaS License, Licensee may use of the Licensed Software as such on any number of Public Websites (including subdomains and intranet sites) for generation of static content only and such use shall not require such Public Websites to be counted or identified.

The Licensed Software may only be used in an External Application that has been expressly approved by Highsoft and identified in the License Statement. Additional External Applications require prior written approval from Highsoft and after express identification of such additional External Application in the applicable License Statement. Inclusion of additional External Applications under the License may be subject to additional licensing terms and fees.

Licensee is permitted to modify and enhance the designated External Application. However, due to the non-reusable nature of the SaaS License, Licensee may not replace, substitute, reassign or repurpose the Licensed Software from one External Application to another under the same license.

A SaaS License does not authorize Licensee to perform Customer Installations, and any such Customer Installations distributed by a Licensee holding only a SaaS License shall therefore be deemed invalid and shall be considered a material breach of this Agreement.

Except for the authorized use of the Licensed Software in one (1) External Application, specified in the License Statement, Licensees only holding a SaaS License is under no circumstances authorized to transfer, rent, lease, lend, sell, copy, redistribute, or sublicense any Licensed Software, in itself or together with other software, or in any other way make Software available to any Third Party. Any attempt to do so shall be considered a material breach of this Agreement.

4.3. OEM License

4.3.1. Grants under the OEM License

Through an OEM License, Highsoft grants Licensee a non-exclusive, perpetual (for applicable Releases), non-reusable, worldwide right to install, reproduce, use, sublicense and further develop Licensed Software as an integral part of a Licensee Product, provided that such Licensee Product be supplied to Third Party through a Customer Installation, with or without the right for the Licensee’s customer to work with the API and/or source code of the Licensed Software (“Developer Rights”), dependent on Licensee’s choice as specified in License Statement.

The authorization to sublicense Licensed Software only applies as long as such Licensed Software lawfully is incorporated with Licensee Product supplied to Third Party in accordance with this Agreement.

4.3.2. Limitations to the OEM License

Licensee acknowledges, accepts, and undertakes to ensure that the actual number of Licensee Products and Customer Installations, with or without Developer Rights, shall not at any time exceed the total number of Licensee Products and Customer Installations selected by Licensee upon purchase of the License and confirmed in the License Statement.

Licensed Software may only be incorporated into such Licensee Products as expressly identified and approved by Highsoft in the License Statement.

Licensee shall be prohibited from reselling any Licensee Product or otherwise from granting its customers permission to use the Licensed Software, in any manner that contradicts the terms and restrictions of this Agreement or the License(s) granted hereunder.

4.3.3. Optional addition(s) of Websites, Internal Applications and/or External Application(s) to the OEM License

Licensee may, subject to an additional fee, choose to customize the OEM License by adding the usage rights as provided under an Internal License or a SaaS License. By doing so, depending on the chosen additions to the OEM License, Licensee will be authorized pursuant to the chosen additional License type to use the Licensed Software as such on any Internal Websites, and Internal Applications, and to incorporate Licensed Software into the number of External Application as specified by Licensee and approved by Highsoft in the License Statement and to use the Licensed Software on Public Websites.

5. Highcharts Advantage

5.1. Enrollment and Auto-Renewal

By purchasing a License under this Agreement, Licensee is automatically enrolled in Highsoft’s Highcharts Advantage plan. The Highcharts Advantage plan operates in twelve (12) months intervals commencing on Delivery Date (each twelve-month period constituting an “Advantage Period”). The Highcharts Advantage plan is by default based on a continuous subscription to Highcharts Advantage, which is automatically renewed at the end of each Advantage Period (“Auto-Renewal”), unless cancelled in accordance with section 5.4 below. Licensee’s continued enrollment in Highcharts Advantage plan is subject to the payment of the applicable Highcharts Advantage Fee in accordance with section 6 below.

Each Auto-Renewal of Licensee’s enrollment in the Highcharts Advantage plan must be made for the complete License and shall include (unless an increase is requested) the same number of Developers and/or Customer Installations (as applicable) as set out in the License Statement and subsequent upgrades according to the below (if applicable). Licensee may prior to the end of each Advantage Period request upgrades to the License by notice to Highsoft in accordance with sections 17.8 and 17.9, and may hereunder request an increase of the number of Developers and/or Customer Installations, and/or additions of new External Applications and/or Licensee Products (as applicable), to be included and confirmed in the License upon Auto-Renewal. Licensee must not at any time reduce the number of Developers or Customer Installations included in the License or remove any External Applications nor Licensee Products from the License.

5.2. Optional Fixed Advantage Period

Instead of the subscription-based Auto-Renewal of Highcharts Advantage described above in section 5.1, Licensee may, at the time of purchase of the License, choose to enroll in the Highcharts Advantage plan for fixed periods of up to five (5) years at a time (“Fixed Advantage Period”). If Licensee so chooses, the duration of Licensee’s Fixed Advantage Period shall be stated in the License Statement. At the end of the Fixed Advantage Period, Licensee’s enrollment will expire without further notice (no Auto Renewal), unless Licensee prior to the end of the Fixed Advantage Period renews its enrollment in the Highcharts Advantage plan with one or more Advantage Periods (“Extension”).

As set forth in section 17.8, the details regarding Licensee’s enrollment in the Highcharts Advantage plan will be listed in the License Statement. Unless otherwise stated at the time of purchase, Licensee’s enrollment in the Highcharts Advantage plan will by default be subject to Auto-Renewal as set forth in section 5.1.

5.3. Entitlements and limitations

Under a valid and effective enrollment in the Highcharts Advantage plan, Licensee shall be entitled to receive:

All new Releases of the Licensed Software released during the applicable period;
Ten (10) hours of personalized technical support per Developer per twelve (12) month period based on the number of Developers stated in the License Statement;
Technical support by email;
Priority response, no later than 36 hours on Norwegian working days after the request was received;
Access to 2nd line support by core developers;
Online text chat with 1st line support engineers;
Investigation of any claimed bug/error/malfunction/nonfunctioning of Licensed Software, and when possible suggestions as to corrective or work-around solutions to the problems;
Supply of emergency hot fixes to Licensed Software. This will be available as patches to the latest stable source code, and, if applicable, be included in the subsequent Release;
Any bug and error fixing or fix of malfunctioning of Licensed Software is to be delivered outside the personalized technical support hours.

Throughout each Advantage Period/Fixed Advantage Period, during which Licensee is validly enrolled in Highcharts Advantage, Highsoft will offer support for all Releases of Licensed Software issued within the corresponding Advantage Period or the last 12 months of a Fixed Advantage Period.

Highcharts Advantage does not cover issues arising in connection with implementation of Licensed Software in/to Licensee Products or Licensee’s own applications.

Licensee may purchase the extended version of Advantage, Highcharts Advantage Plus, covering guidance on the integration of Licensed Software with Third-Party systems and platforms and other additional services subject to a separate Advantage Plus Fee, all as detailed in the Highcharts Advantage Plus Appendix (attached hereto if applicable).

Highcharts Advantage as set forth in this section, shall not extend to any Third Parties to which Licensee distributes Licensee Products or External Application(s) containing Licensed Software or any parts of such. Support to any Licensee customers shall hence be Licensee’s own full and sole responsibility. Highsoft may, at its sole discretion, at any time choose to discontinue the supply of new Releases.

5.4. Opt Out

Unless enrolled in a Fixed Advantage Plan, Licensee may at any time cancel its enrollment in the Highcharts Advantage plan by notice to Highsoft of such cancellation within sixty (60) days prior to the end of the current Advantage Period, upon which Licensee’s enrollment in Highcharts Advantage shall expire after the end of that Advantage Period (“Opt Out”). If the notice of Opt Out is provided later than sixty (60) days prior to the end of the current Advantage Period, Licensee’s enrollment in Highcharts Advantage shall expire at the end of the following Advantage Period. Following the Opt Out, Licensee will retain a perpetual License to the Releases of the Licensed Software to which Licensee has lawfully gained access and usage rights during its enrollment in the Highcharts Advantage plan but will not be entitled to access to or use of new Releases released subsequent to Opt Out, or to the support services as set out in section 5.3 above.

5.5. Amendments Related to Advantage Renewals

Licensee acknowledges and accepts that Highsoft needs to constantly evolve as a business, to the benefit also to its customers, and that in order to evolve, Highsoft must from time to time make changes to its support model and the terms and conditions under which Highsoft is willing to offer support of its Software, and that to enable Highsoft to continue its offering of Auto-Renewal or Extensions of Highcharts Advantage, Highsoft may suggest amendments to this Agreement reflecting such changes in the support model. Highsoft will notify Licensee of such suggested amendments to the Agreement within ninety (90) days of the end of an Advantage Period, upon which the Agreement, as amended, shall come into effect upon the start of the upcoming Advantage Period, unless otherwise agreed or Licensee chooses to reject the amendments. If suggested amendments are rejected by Licensee fully or in part, Highsoft may terminate Licensee’s subscription to Advantage with twelve (12) months written notice. If Licensee is enrolled in Highcharts Advantage through a Fixed Advantage Period, Licensee acknowledges and accepts that changes made to Highsoft’s business, license or support model during the Fixed Advantage Period may require amendments of the Agreement in order to reflect the updated or adjusted offering appropriately.

6. License Fee and Highcharts Advantage Fee

Licensee shall upon purchase pay the agreed License Fee covering the purchase of Licensed Software and the included initial Advantage Period, or Fixed Advantage Period (if applicable), as detailed in the License Statement. Upon each Auto-Renewal of Licensee’s enrollment in the Highcharts Advantage plan, Licensee shall pay the Highcharts Advantage Fee applicable at the time of the Auto-Renewal. If Licensee has elected a Fixed Advantage Period at the time of purchase, and wishes to purchase an Extension, Licensee shall pay the applicable Highcharts Advantage Fee at the purchase time of such Extension.

Unless full payment of all applicable fees is made by Licensee by credit or PayPal card during online purchase, Highsoft shall invoice Licensee and Licensee shall pay all invoices timely, which shall be no later than thirty (30) days from invoice date. In case of payment delay, Highsoft may claim late payment interest at the rate stipulated in applicable law. Payment by cheque is not accepted. In the event of non-payment of any renewal fees due to reasons such as an expired credit card or other payment issues, Highsoft may invoice Licensee directly for the fees due, and Licensee shall promptly settle such invoice using an alternative payment method, e.g., (but not limited to) by wire transfer.

Licensee shall be responsible for ensuring that its usage of the Licensed Software is in accordance with the scope of the License granted, as detailed in the License Statement. Licensee hereby accepts and agrees that to the extent Licensee’s usage of the Software at any time exceeds the agreed scope of the License, Highsoft may, following notice to Licensee, invoice Licensee for such exceeding use and based on the applicable fees at the time of use, regardless of whether such use may also constitute a breach of this Agreement giving cause for other remedies, such as Termination of the License or this Agreement.

Each Party shall be fully and solely responsible for payment of any bank charges and/or local taxes imposed by the law of that Party's home country related to the purchase of Licensed Software or Highcharts Advantage, and each Party shall indemnify, defend and hold harmless the other Party from any taxes, claims, costs or other liabilities related to the indemnifying Party’s taxes. Invoices from Highsoft will not include taxes, except VAT in the case of Norwegian customers. Licensee may not withhold any part of the invoiced amount as payment of taxes.

All Licenses and accompanying rights granted under this Agreement as well as Highcharts Advantage are granted to Licensee on the condition that all the due fees are paid to Highsoft in full and on time.

7. Delivery

During the term of this Agreement, Licensed Software shall be made available by Highsoft, and Licensee shall be authorized to download such Licensed Software from the Highsoft Website. Access to new Releases of the Licensed Software is subject to Licensees valid enrollment in the applicable Highcharts Advantage plan.

8. Marketing and descriptions of Licensed Software

Licensee may use Licensee’s own descriptions of the functionality provided by Licensed Software for the purposes of marketing Licensee’s own products, solutions or applications, including Licensee Products, if applicable, insofar as the descriptions are not misleading.

Licensee shall not do anything that might misrepresent the ownership of Software. Licensee undertakes not to brand Software as Licensee’s own or declare or give the impression that Licensee owns the copyright in Software.

Each Party may use the other Party’s name and logos in its marketing, promotion and website, in accordance with good business practice and as is reasonably necessary in order to describe and promote the Software or Licensee’s Product(s) or External Application(s), as applicable, including naming Licensee as a reference and showcasing Licensee’s publicly available charts which includes Licensed Software for the purposes of promoting or demonstrating the Software.

Licensee agrees that it will conduct its business in a manner that will not injure or jeopardize Highsoft’s reputation.

9. Warranties and Representations

9.1. Scope

Highsoft's warranties and representations in this section 9 and the indemnities provided by Highsoft in section 11 are limited to Licensed Software as such. Licensee shall indemnify and hold Highsoft harmless from and against any and all losses, claims and damages related to any customized components or Third-Party components developed or used by Licensee in relation to the Software. The warranties and representations provided herein do not cover and shall under no circumstances be deemed to cover any Third-Party Integrations and Add-ons or Optional Dependencies.

9.2. Highsoft's Warranties and Representations

Highsoft warrants and represents that:

Licensed Software will perform substantially in accordance with Highsoft’s written specifications, provided that it has been used in accordance with all documentation and specifications made available on Highsoft's Website, (a) for the duration of the Advantage Period in which the applicable Release has been issued by Highsoft, or (b) until replaced by a newer Release,
Highsoft will perform its obligations under this Agreement in accordance with all applicable laws and regulations,
Highsoft has full and unconditional ownership of Licensed Software,
This Agreement does not infringe the intellectual property rights of any Third Party,
The Licensed Software does not include any Third-Party software,
Licensee may make full use of any License lawfully granted to it by Highsoft under this Agreement in full knowledge of the above,
Highsoft has the requisite knowledge, personnel, resources and know-how to fully perform and deliver Licensed Software and associated services as stipulated by this Agreement in a professional manner,
Highsoft has not intentionally placed and will use its best efforts to avoid the placement of any Harmful Codes into Licensed Software provided under this Agreement. For the purpose of this section “Harmful Codes” shall be defined as any program that infects, damages and/or impairs another program or data, disables hardware or software, or permits or assists in the breach of data.

9.3. Licensee's Remedies

In the event of breach, or alleged breach of any of the warranties in section 9.2, Licensee shall promptly notify Highsoft and upon notice from Highsoft delete any alleged infringing Software. Licensee’s sole remedy in such an event shall be that Highsoft shall re-supply or correct the Licensed Software so that it operates according to the warranties set out in section 9.2. The warranties shall not apply if Licensee has modified, or used Licensed Software improperly, or on an operating environment not approved by Highsoft. Improper use and unapproved operating environments shall be as set forth in the documentation made available to Licensee on the Highsoft Website on or prior to Delivery Date.

10. Limitation of Liability

All Software and support services supplied by Highsoft are provided ‘as is’ and may have errors and omissions. Thus, remedies are only available to Licensee in the event of any breach of the warranties set out in section 9.2, and Highsoft is unable to re-supply and correct the Licensed Software in accordance with section 9.3.

UNDER NO CIRCUMSTANCES, AND EVEN IF INFORMED THEREOF BY LICENSEE OR ANY OTHER PARTY, SHALL HIGHSOFT BE LIABLE FOR (i) LOSS OF, OR DAMAGE TO, DATA; (ii) SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES; OR (iii) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

Incorporation of Licensed Software into an External Application or Licensee Product shall not in any manner expand Highsoft’s liabilities under the Agreement. Thus, Highsoft shall not under any circumstance be neither responsible nor liable for any aspects of such External Applications or Licensee Products, including but not limited to any claims, losses or damages related to its reliability, uptime/downtime, functioning or fitness for purpose. Any obligations, liabilities or warranties undertaken by Licensee towards its customers with respect to such External Applications or Licensee Products shall apply only between mentioned parties, and Licensee hereby undertakes to indemnify and hold Highsoft harmless from and against any and all losses, claims and damages related to the reliability, uptime/downtime, functioning or fitness for purpose of such External Applications and Licensee Product(s).

In all events, Highsoft’s liability for damages to Licensee for any cause whatsoever related to this Agreement, shall be limited to the sum of all fees paid or due by Licensee under this Agreement during the last twelve (12) months before the breach occurred.

11. Intellectual Property Infringement

Highsoft will defend, indemnify and hold Licensee harmless against any claim stating that Licensed Software is violating any Third-Party copyright provided that:

Licensee promptly notifies Highsoft of the claim, such notice to be provided no later than ten (10) business days after receipt of said claim(s);
A copy of the notice(s) of copyright infringement is promptly sent to Highsoft in accordance with section 17.9;
Licensee in good faith cooperates with and assists Highsoft in the defense of the claim in question and meets reasonable requests from Highsoft in that respect;
Notwithstanding item iii. Above, Highsoft shall have sole control of the defense and any related settlement negotiations in the case of legal proceedings; and
Licensee timely provides Highsoft with all necessary assistance, information and authority to perform the above.

If Licensed Software is held by a final court ruling to be infringing any Third Party copyright Highsoft will at its option: (i) obtain the right for Licensee to continue to use such Software consistent with this Agreement; (ii) modify such Software so that it is non-infringing; or solely in the event that (i) and (ii) are not feasible (iii) refund any and all invoiced amounts to Licensee and all of Highsoft’s obligations under this Agreement shall terminate upon written notice.

Notwithstanding the foregoing, Highsoft's indemnity obligations under this section 11 shall under any circumstances be limited to the total amount invoiced to Licensee by Highsoft under this Agreement during the last twelve (12) months prior to the day when Licensee provided notice to Highsoft of claim subject to this section 11.

12. Confidentiality

For the purpose of this section each Party shall be called Disclosing Party and Receiving Party respectively.

Each Party acknowledges that Confidential Information is proprietary, that it is valuable to Disclosing Party and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to Disclosing Party.

Obligations of Receiving Party in regard to Confidential Information:

In consideration of the disclosure to Receiving Party of Confidential Information, Receiving Party agrees to receive and to treat Confidential Information as confidential and restricted and to undertake the additional obligations set forth in ii to iv below with respect thereto,
To use Confidential Information solely for the purpose of fulfilling this Agreement, or for the purpose of enhancing or improving the services provided under Highcharts Advantage or the general customer experience when doing business with Highsoft and/or Highsoft’s trusted partners, unless otherwise expressly agreed to in writing by Parties,
Not to duplicate any Confidential Information or any parts thereof,
Not to disclose any Confidential Information to Third Parties except on a need-to-know basis, and provided that each receiving entity or person has been priorly notified of and required to declare its abidance to the relevant terms and conditions of this Agreement,

Notwithstanding item (iv) above, information stated in the License Statement provided by Highsoft to Licensee may be shared with Highsoft’s officers, employees, Affiliates and trusted partners, provided that Highsoft holds an agreement with such entity or person committing them to same level of confidentiality as the Parties have agreed to in this Agreement.

Upon Expiration or Termination of this Agreement, however occasioned, each Party shall remove, delete or otherwise destroy any of other Party‘s material that it has received, copied or otherwise obtained, including but not limited to Confidential Information, except for information required to support any license, sublicense or maintenance obligations already granted or undertaken by Licensee towards any Third Party, or information required for tax purposes or otherwise required by mandatory law. A written confirmation that such deletion has been completed shall upon request be sent to the other Party without undue delay. For the avoidance of doubt, this obligation to remove, delete or otherwise destroy materials shall not include the Releases of the Licensed Software to which Licensee has gained perpetual rights to in accordance with this Agreement, unless the Agreement is terminated by Highsoft for material breach by Licensee.

13. Term and Termination

13.1. Term

This Agreement shall come into effect on the Delivery Date and shall stay in force for as long as Licensee is enrolled in the Highcharts Advantage plan. Upon an Opt Out by Licensee or the end of a Fixed Advantage Period, the Agreement shall terminate automatically and without notice at the end of the applicable Advantage Period (“Expiration”).

13.2. Effects of Expiration

On Expiration of this Agreement, the following shall apply:

Licensee may continue to utilize the Releases of the Licensed Software to which Licensee has gained perpetual rights, i.e. the Releases of the Licensed Software under a granted License which have been released during Licensee’s valid enrollment in Highcharts Advantage, in accordance with sections 3.2.3 and 5 (including subsections, as applicable) and the scope of the perpetual License as detailed in the License Statement;
Licensee shall not be entitled to use, and shall immediately cease all use and distribution of, any Releases of the Licensed Software to which Licensee has not gained perpetual rights;
Sections 2, 10, 12 and 15 of this Agreement shall survive.

13.3. Termination

Either Party may terminate this Agreement in the event of a material breach of the Agreement by the other Party provided that such material breach has not been cured within thirty (30) days after the breaching Party’s receipt of written notice of the breach from the non-breaching Party.

Upon Highsoft’s termination for material breach by Licensee:

Licensee shall immediately cease all use and distribution of Licensed Software.
Sections 2, 10, 12 and 15 of this Agreement shall survive.

Upon Licensee’s termination for material breach by Highsoft, section 13.2 shall apply.

14. Non-assignment

Licensee may not assign or transfer all, or any part of its rights or obligations under this Agreement without Highsoft’s prior written consent. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to its Affiliate(s), or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (collectively, a “Transaction”). In such case, the assigning Party shall notify the other Party in writing without undue delay, and unless otherwise agreed upon in writing, this Agreement shall bind, and inure to the benefit of the Parties, their respective successors, and permitted assignees. Notwithstanding the above, Licensee’s right, pursuant to the above, to assign this Agreement in connection with a Transaction shall be contingent upon the successor or assignee accepting, by written consent, that the assigned License(s) from that point onwards shall be governed by Highsoft’s then current set of standard terms and conditions (at the time of assignment).

15. Applicable Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of Norway.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, should first be addressed amicably through negotiations. If the Parties do not reach an amicable solution, either Party may bring any dispute, controversy or claim to be finally settled by the regular courts of Norway. Both Parties hereby agree to and accept Oslo District Court (Oslo tingrett) as exclusive legal venue, in the first instance.

16. Processing of Personal Data

To the extent any purchase under the Agreement involves processing by Highsoft of personal data about the Licensee or Licensee’s customers or personnel, Highsoft shall be acting as a data controller. By law, Highsoft is required to provide the data subject with information about Highsoft and why and how Highsoft uses personal data, and about the data subject’s rights in regard to such data. These matters are duly treated in Highsoft´s privacy policy, available at Highsoft Website.

The Licensee hereby undertakes to provide any persons or personnel which is or might be affected by the collecting of personal data under this Agreement with due information about Highsoft’s privacy policy.

17. Miscellaneous

17.1. Relationship between Parties

The Parties are independent contractors, and this Agreement shall not constitute or be construed as constituting either Party as partner, joint venture, agency or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act, or failure to act, of the other Party, or as providing either Party with the right, power, or authority (express, or implied) to create any duty or obligation of the other Party. Neither Party shall directly or indirectly represent to the public that it has the right or the authority to create or accept obligations on behalf of the other Party. Except as otherwise expressly provided therein, each Party has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by it under this Agreement.

17.2. Audit

Once per year during the term of this Agreement and once for a period of five (5) years thereafter, Highsoft shall have the right to review, audit and inspect Licensee’s use of the Licensed Software in order to verify that Licensee complies with the grants and limitations set out in this Agreement. Such audit shall only be conducted under non-disclosure obligations, upon reasonable notice, which shall be no shorter than ten (10) calendar days and shall take place during Licensee’s regular business hours with minimal disruption to Licensee’s ongoing operations. If the audit shows no discrepancies and no unauthorized use of Highsoft’s Software, Highsoft shall carry all of its costs associated with the audit.

17.3. Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force.

17.4. Waiver

The waiver by either Highsoft, or Licensee of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for non-payment or an infringement of Highsoft’s intellectual property rights in Licensed Software, no action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action has occurred.

17.5. Entire Agreement

This Agreement is the entire agreement between Highsoft and Licensee relating to this relationship and supersedes all prior or contemporaneous oral or written communications, proposals and representations relating to that relationship.

17.6. Battle of Forms

Licensee’s purchase of License shall be governed solely by the terms and conditions of this Agreement. Any terms or conditions introduced by Licensee either directly, indirectly by way of reference or otherwise are hereby explicitly rejected and shall not apply.

The Parties agree that any additional or differing terms or conditions in any other document or arrangement not forming part of this Agreement, including but not limited to any letter or terms of engagement or the like, purchase order, invoice, acknowledgment, delivery receipt, confirmation or other delivery or acceptance document issued by or on behalf of either Party shall be void, and of no force or effect to the extent such are in breach of or contradiction with this Agreement.

17.7. Amendments

Except for changes made in accordance with section 5.5 above (affecting forthcoming Renewals or Extensions of Highcharts Advantage), no amendment to, or modification of this Agreement or the scope of the License hereunder shall be binding unless made in writing and signed by the Parties.

17.8. License Statement and Changes to the License

Highsoft shall confirm Licensee’s purchase of License by issuing a License Statement, which is an automatically generated document provided as a link to Licensee, summarizing the agreed details of the License granted by Highsoft to Licensee.

The License Statement shall expressly state:

The License owner,
The chosen License type(s),
The Licensed Software included in the License,
The License identification number, and the assigned software key (if applicable),
Licensee’s enrollment in Highcharts Advantage, hereunder the applicable option (Auto-Renewal or Fixed Advantage Period),
The number of authorized Developer(s),
The Licensee Product(s), into which Licensed Software may be incorporated pursuant to an OEM License, if applicable,
The number of Customer Installations (with or without Developer Rights) Licensee shall be authorized to perform under an OEM License, if applicable,
The External Application(s), into which Licensed Software may be incorporated pursuant to a SaaS License, as applicable,
The specific Licensee’s Affiliate(s) to which the License shall be extended, or, that the License shall extend to an unlimited number of Affiliates, if applicable.

In the event Licensee wants to make any changes to the License, such as by adding additional software products to Licensed Software, Extension of Highcharts Advantage, or renaming any Licensee Product(s) or External Applications, or if Licensee wants to expand the scope of the License for example by adding new Licensee Products, External Applications, Developer seats or Customer Installations (with or without Developer Rights), Licensee shall notify Highsoft in writing. Such changes may require either a new License to be issued or changes to be made to the existing License, depending on the type(s) of changes requested by Licensee. If Licensee and Highsoft agrees in writing on any changes to the License and the payable fees, the License Statement will be updated accordingly.

For the avoidance of doubt, all License Statements issued by Highsoft under this Agreement remains valid and binding for Licensee, notwithstanding the absence of explicit mention of all details outlined in items (i) to (xi) above.

17.9. Notices

All notices to be given to Highsoft under this Agreement shall be sent either by email to [email protected] or, if email is not possible, as a hardcopy to the following address: Highsoft AS, Sentrumsgata 44, 6893 Vik i Sogn, Norway.

Information from Highsoft to Licensee shall be sent by email to the email address that Licensee has provided upon purchase. It is the sole responsibility of Licensee to maintain a registered email address in Highsoft’s records at all times. Highsoft is not responsible for any lost communication.

All notices, demands or other communication given by a Party to the other shall be deemed to have been duly given when made in writing and sent to the registered e-mail address or when a hardcopy is received by the other Party at the stated address.

Appendix – Highcharts Advantage Plus

1. Enrollment in Highcharts Advantage Plus

Under Section 5.3 of this License Agreement, Licensee may choose to enroll in the extended service program, Highcharts Advantage Plus, as further detailed in this Appendix. Such enrollment becomes active only when confirmed by Highsoft in the License Statement that Highcharts Advantage Plus has been purchased and activated and only as long as all due fees are paid to Highsoft in full and on time. In such case, this Appendix shall apply and supplement the Agreement as an integral part thereof. In the event of any inconsistency or conflict between the provisions of the Agreement and those of this Appendix, the terms and conditions set forth in this Appendix shall take precedence to the extent they set out terms or conditions that are specific to Highcharts Advantage Plus.

Highcharts Advantage Plus is not included (for any period) in the purchase of a License or in the enrollment in (regular) Highcharts Advantage but must be purchased as an additional service (subject to additional fees) pursuant to Sections 4 and 6 below.

2. Services included in Highcharts Advantage Plus

Under a valid and effective enrollment in Highcharts Advantage Plus, Licensee shall be entitled to receive, the following additional services from Highsoft (the “Services”):

Guidance and advice on the implementation or integration of Licensed Software into/with any Third-Party systems and/or platforms to the extent such implementation or integration is authorized under the purchased License. Highsoft will hereunder offer advice on best practices, code review and guidance on parts of the third-party code that are directly related to Highsoft’s Software and the integration of such. Highsoft will not offer advice on the Third-Party system or platform as such/in general or perform any coding work itself. Furthermore, Highsoft’s obligation to offer guidance and advice shall be limited to a total number of support hours (“Included Support Hours”) calculated as 20 times (x) the number of Developer(s) covered by Licensee’s License(s) per 12 months of valid subscription to Highcharts Advantage Plus (a “Term”). Support Hours shall not carry forward or accumulate from one Term to another.
Priority Response: The Licensee is hereby granted the right to receive a guaranteed response within a period of 17 hours from the moment the request is received by Highsoft on the designated email address as specified in the License Statement. Such response hours to be counted on workdays at suppliers’ place.
Video Call Support: Licensee shall have the option to request support through scheduled video calls, subject to the availability of Highsoft’s support specialists. Video calls shall be scheduled based on mutual agreement between Licensee and Highsoft, within the hours allocated under the Included Support Hours or any additional Support Hours purchased.

Highsoft will make reasonable efforts to assign Licensee’s designated support engineer to the call. However, depending on workload and operational demands, Highsoft reserves the right to assign an alternative qualified support engineer to conduct the video call. In such cases, the alternative support engineer shall possess sufficient knowledge of Licensee's account and the relevant Licensed Software to provide effective support. In no event shall the total duration of video calls exceed five (5) hours per calendar month. Any unused video call time within a month shall not carry forward or accumulate to subsequent months.

Extra support hours: In the event that the Licensee exhaust the allocated Included Support Hours during a specified Term, additional support hours may be procured in accordance with Section 4 below, subject to a minimum purchase requirement of 5 hours per order. Extra Support Hours acquired through such purchase shall not carry forward or accumulate from one Term to another.

Unless otherwise specified in the order and confirmed in the License Statement, enrollment in Highcharts Advantage Plus is purchased on a subscription basis, for consecutive 12 months periods subject to Auto-Renewal pursuant to sub-section 5.1 (and the possibility to Opt-Out pursuant to sub-section 5.4) of the Agreement. Alternatively, Licensee may choose to enroll in Highcharts Advantage Plus for a Fixed Advantage Plus Period, in which case sub-section 5.2 of the Agreement shall apply accordingly.

Highsoft may at its sole discretion choose to engage a third-party sub-supplier, familiar with Highsoft’s Software, to perform the Services included in Highcharts Advantage Plus or any parts thereof.

The Services shall be provided by a designated specialist assigned to Licensee, such assignment to be made at Highsoft’s (or its subcontractor’s) sole discretion, considering the type(s) of License(s), charting library and/or dashboards purchased by the Licensee.

3. Standard of performance

The Services shall be rendered efficiently, effectively and to a high professional standard. The provisions in this Appendix shall not in any way expand or extend Highsoft’s warranties, representations, liabilities, or indemnity-obligations under the Agreement.

4. Ordering

Orders for Highcharts Advantage Plus can now be placed directly through our shop. Alternatively, orders may still be placed by email to the exclusive email address of the Highsoft Sales representative with whom Licensee has been in communication or to [email protected]. Following Highsoft’s acceptance of such order, the License Statement will be issued/updated accordingly, and a specialist will be assigned to Licensee pursuant to Section 2 above. Please note that specialist assignment involves a manual step. If an order is placed after 3 PM CEST on a Friday, the specialist assignment will be completed on the following Monday during business hours.

If Licensee chooses to purchase Highcharts Advantage Plus at the same time as enrolling in Highcharts Advantage pursuant to the License Agreement Section 5.1 or 5.2, as applicable, the additional purchase of Highcharts Advantage Plus will require manual processing by Highsoft, and the License Statement will not be issued before the completion of such manual processing.

If Licensee is already enrolled in Highcharts Advantage when purchasing Highcharts Advantage Plus, the License Statement will be promptly updated to reflect the addition and sent to the Licensee without undue delay. Please note that specialist assignment involves a manual step. If an order is placed after 3 PM CEST on a Friday, the specialist assignment will be completed on the following Monday during business hours.

The Advantage Plus enrollment (subscription or fixed period, as the case may be) will be active from the day the Licensee receives the corresponding invoice from Highsoft.

If Licensee wishes to purchase additional Advantage Support Hours pursuant to section 2 above, such request must be sent to the Highsoft sales department per email to [email protected] or to the exclusive email address of the Highsoft Sales representative with whom Licensee has been in communication, and Highsoft will provide the needed assistance to facilitate the purchase.

5. Delivery

The Services shall be delivered as remote support, primarily via email from the appointed specialist identified in the License Statement. If needed due to the current workload or other operational reasons, Highsoft may appoint another specialist to handle any specific Service request from Licensee.

Licensee shall give Highsoft (or sub-supplier, as applicable) all technical and other accesses and offer such assistance as needed to perform the Services. Licensee’s failure to provide such access and/or assistance may reduce the quality, effectiveness and/or timeliness of the Services Highsoft disclaims any and all responsibility and liability for any lack of quality, effectiveness or timeliness of Services caused by Licensee’s failure to offer such needed access or assistance.

6. Payment

In consideration of the additional Services included in Highcharts Advantage Plus, Licensee shall pay a separate Advantage Plus Fee, as specified in Highsoft’s invoice. The Licensee may choose to pay the Advantage Plus Fee either up-front, upon purchase, for the whole of the purchased Highcharts Advantage Plus term (i.e., the 12 months Term of the Fixed Advantage Plus Period) or in accordance with the pricing schedule agreed upon in the quote prior to purchase between the parties.

If Licensee has unlimited Developers included in their license, enrollment in Highcharts Advantage Plus is mandatory to accommodate the possible workload. The number of hours will be specified on the License Statement.

Invoices from Highsoft for Services shall be paid within thirty (30) days from the receipt of invoice.

Highcharts Shop

Standard License Agreement 19.0