Education and Personal License Terms and Conditions 1.0

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Highsoft offers its Software for licensing for non-commercial usage by (i) eligible private individuals for certain and approved non-commercial purposes, or (ii) eligible individuals, institutions or organizations for educational purposes. Such individuals, institutions and organizations may apply to Highsoft for a Personal License or an Education License, and upon receipt of a License Certificate, be entitled to use the Software in accordance with these terms and conditions, which set out and govern both eligibility for and the terms of Personal Licenses and Education Licenses to use Highsoft’s Software.

By installing or using the Software, or any part thereof for authorized non-commercial use by an authorized individual, institution or organization, Licensee agrees to be bound by these License Terms. All use by Licensee not explicitly authorized in these License Terms, or any use by an individual, institution or organization not holding a valid License Certificate issued from Highsoft, shall be deemed unauthorized and a breach of Highsoft’s rights in and to the Software.

1. Definitions

Agreement shall mean the License Terms and License Certificate

Applicant shall mean any person or entity applying for a Personal License or an Educational License;

Application Form shall mean the web form for eligibility for an Education- or Personal License available on the Highsoft Website;

Authorized User shall mean any named person who will be working with the API and/or source code of the Licensed Software. All Authorized Users shall be defined in the License Certificate;

Delivery Date shall mean the date a Personal License or Educational License is granted, in accordance with Section 2.2 or Section 2.4 (as applicable);

Educational Institution shall have the meaning set out in Section 2.1;

Educational User shall have the meaning set out in Section 2.1;

Education License shall mean the limited right to use the Licensed Software granted to Licensee under these License Terms, as detailed under Section 3;

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 Non-Commercial software solutions or applications which fully or partly includes Licensed Software, and which is used solely for internal purposes by Licensee, in the case of an Education License within the Educational Institution to which Licensee is affiliated inside the firewall of the Educational Institution’s network;

License shall, when used in these License Terms, be construed as referring to an Educational License or a Personal License granted under this Agreement;

Licensed Software shall mean the Software products licensed to Licensee through this Agreement, as confirmed in the License Certificate;

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

License Certificate shall mean the document sent from Highsoft to Licensee as a link confirming the License, and which expressly identifies the details of the License, including but not limited to the Licensed Software, the number of Authorized Users (as well as names and email addresses), and the License ID-number, the expressed name(s) of the applicable Web Application or SaaS Application (as applicable). In the case of any subsequent changes to the License, the License Certificate will be adjusted accordingly;

License Terms shall mean these terms, governing Education- and Personal Licenses, as updated from time to time;

Non-Commercial shall mean use of the Licensed Software for personal and/or educational non-profit activities, that do not involve sales, distribution, or any form of exploitation for commercial gain. Any use of the Licensed Software for commercial purposes, including but not limited to reproduction, distribution, sale, or incorporation into products or services for sale, shall be strictly prohibited under a Non-Commercial License.

Official Wrappers and Add-ons shall mean wrappers, add-ons, plug-ins and software framework which are made available 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 to make integration and programming easier, for instance by adding customized features or by simplifying the development environment. Such Official Wrappers and Add-ons may include opens source software and are made available free-of-charge under the MIT-license or other open-source licenses, as applicable. Information about Official Wrappers and Add-ons is available on Highsoft´s 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 in part on external libraries. Such Optional Dependencies may include open-source software and are made available free-of-charge under the MIT-license or other open-source licenses. Information about Optional Dependencies is available on Highsoft’s Website;

Party or Parties shall mean Highsoft and/or Licensee, individually or collectively;

Personal License shall mean the limited right to use the Licensed Software granted to Licensee under the Agreement, as detailed under section 3;

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 Application shall mean a Non-Commercial software solution or application offered by Licensee as a Non-Commercial service (i.e. not a commercial product) which fully or partly includes Licensed Software and which is made available by Licensee to any number of Third Parties, solely accessing such solution or application on Licensee’s servers, or servers operated by Licensee. The SaaS Application may be distributed as a web application, desktop application or mobile application, and which may come in various versions for different platforms (such as e.g. iOS and Android versions of a mobile application);

Software shall mean any and all proprietary software products owned by Highsoft, including without limitation, Highcharts Core, Highcharts Stock, Highcharts Maps and Highcharts Gantt, and Highcharts Dashboards. For the purpose of these License Terms, Software shall not include Official Wrappers and Add-ons nor Optional Dependencies;

Static Content shall have the meaning set out in section 3.2;

Term shall mean the term of the Agreement, as defined in section 8.1;

Third Party shall mean any other entity than the Parties and the Authorized Users;

Web Application shall mean a Non-Commercial software solution or application running on web server(s) owned, controlled or hosted by Licensee which fully or partly includes Licensed Software, which is made available by Licensee to a Third Party solely accessing such solution or application on Licensee’s servers or servers controlled by Licensee, and which can be distributed as a web application, desktop application or mobile application, and which may come in various versions for different platforms (such as e.g. iOS and Android versions of a mobile application);

2. Application and Eligibility for a License

2.1. Eligibility for Education License

Any institution or organization primarily engaged in educational activities, including but not limited to public or private universities and schools (“Educational Institution”), or an individual employed by, enrolled at, or otherwise associated with such institution or organization (“Educational User”), may be eligible for an Education License to Highsoft’s Software if the intended usage of the Software is Non-Commercial. The assessment and determination of an Applicant’s eligibility for an Education License will be done by Highsoft, at Highsoft’s sole discretion, based on the information given by the Applicant in the Application Form (as defined below), and/or, if deemed necessary by Highsoft, based on information from other sources.

2.2. Application for Education License

In order to apply for an Education License, the Applicant must fill out the Application Form and shall hereunder provide the following information:

  1. Applicant’s full name and registered address;
  2. Name of Educational institution;
  3. Contact information and address of Educational Institution;
  4. Applicant’s email registered in the domain of the Educational Institution;
  5. Applicant’s status/role in the Educational Institution;
  6. Whether Applicant is applying behalf of Educational Institution or Educational User;
  7. A description of Applicant’s intended usage of the Software, including the name of any relevant Web Application or SaaS Application;
  8. If the Software will be used on a website, specification of domain name;
  9. the Software products to be included in the License
  10. Authorized Users (maximum 6 – see section 3.4.2)
  11. Number of Authorized Users, full names, email addresses, and positions.

If Highsoft deems the Applicant eligible for an Education License based on the information provided by Applicant in the Application Form, Highsoft will grant the Education License to the Applicant (thereafter, “Licensee”) and forward the License Certificate, in which the above information shall be stated. The Education License shall be deemed granted on the day of Licensee’s receipt of a valid License Certificate by Highsoft (“Delivery Date”).

2.3. Eligibility for a Personal License

An individual (natural person) who is not an Educational User, may be eligible for a Personal License to Highsoft’s Software if the intended usage of the Software is solely Non-Commercial. The assessment and determination of an Applicant’s eligibility for a Personal License will be done by Highsoft, at Highsoft’s sole discretion, based on the information given by the Applicant in the Application Form (see section 2.4) and/or, if deemed necessary by Highsoft, based on information from other sources.

2.4. Application for a Personal License

In order to apply for a Personal License, the Applicant must fill out the Application Form, and shall hereunder provide the following information:

  1. Applicant’s full name and registered address;
  2. Applicant’s email;
  3. A description of Applicant’s intended usage of the Software, including the name of any relevant Web Application or SaaS Application;
  4. the Software products to be included in the License;

If Highsoft deems the Applicant eligible for a Personal License based on the information provided by Applicant in the Application Form, Highsoft will grant the Personal License to the Applicant (thereafter, “Licensee”) and forward the License Certificate, in which the above information shall be stated. The Personal License shall be deemed granted on the day of Licensee’s receipt of a valid License Certificate by Highsoft (“Delivery Date”).

3. Grant of License and Limitations

3.1. Scope of License

Subject to (i) the terms and conditions of this License Terms, (ii) Licensee’s receipt of a valid License Certificate, and (iii) provided that the purpose and result of Licensee’s use of the Software is Non-Commercial, Highsoft grants Licensee the right to use the Licensed Software in accordance with the grant and limitations set forth in the Agreement.

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

An Education License or a Personal License includes a right to use the Licensed Software listed in the License Certificate only, and in accordance with the terms and conditions herein. An absolute requirement for any use of the Licensed Software under these License Terms, is that the Highcharts watermark, is retained and visible in the visual of field of the software in any Internal Applications, Web Applications and/or SaaS applications.

Any Optional Dependencies and Official Wrappers and Add-ons are made available by Highsoft as an additional free-of-charge service, irrespective of the chosen Software product, and shall not be deemed part of the Licensed Software in any case.

3.2. Rights of use included in the Education License

Through an Education License, Highsoft grants Licensee a free-of-charge, non-exclusive, time limited, non- sublicensable, worldwide right to install, reproduce, use and further develop Licensed Software for Non- Commercial purposes:

  1. on any number of public or private websites (including subdomains and intranet sites) for generation of Static Content;
  2. on any number of Internal Applications;
  3. as an integral part of either
  4. five (5) SaaS Application meant for Non-Commercial usage, or;
  5. five (5) Web Application meant for Non-Commercial usage,;
  6. up to five (5) independent SaaS Applications and Web Applications as long as the total number of applications does not exceed five (5).

For the sake of clarity, the condition that the right to use the Licensed Software under an Education License on public or private websites is limited to generation of “Static Content” only, means that, unless the Education License includes identified SaaS Applications or Web Applications, the data set in the content provided by Licensee on websites must be the same (identical) for all users, and that Licensee shall not generate individually tailored content adapted to any user’s personal data. For the avoidance of doubt, this does not prevent the use of the Licensed Software to create interactive content but requires that the parameters of the interaction of such content is the same for all users.

A subscription to an Education License does not authorize Licensee to distribute Licensed Software as an integral part of a Licensee’s own product through installation of such product on a server owned or operated by a Third Party, whether or not Non-Commercial. Nor does it authorize Licensee to use Licensed Software in a SaaS Application or Web Application which is hosted in any part by a Third Party. Any such use of the Licensed Software by a Licensee who is only subscribing to an Education License shall therefore be deemed unauthorized and invalid and shall be considered a material breach of these License Terms.

Except for authorized use of the Licensed Software in either up to five (5) named SaaS Applications or Web Applications (or a combination) as set out herein, Licensees only subscribing to an Education License are 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 Licensed Software available to any Third Party. Any attempt to do so shall be considered a material breach of these License Terms.

3.3. Rights of use included in a Personal License

Through a Personal License, Highsoft grants Licensee a personal, free-of-charge, non-exclusive, time limited, non-sublicensable, worldwide right to install, reproduce, use and further develop Licensed Software for Non- Commercial purposes:

  1. on any number of public or private websites (including subdomains and intranet sites) for generation of Static Content;
  2. on any number of Internal Applications;
  3. as an integral part of either
  4. five (5) SaaS Application meant for Non-Commercial usage, or;
  5. five (5) Web Application meant for Non-Commercial usage,;
  6. up to five (5) independent SaaS Applications and Web Applications as long as the total number of applications does not exceed five (5).

To avoid doubt, the limitation set out in section 3.2 above shall apply similarly for Personal Licenses. To avoid doubt, similarly to above, non-compliance will be considered a material breach of these License Terms.

3.4. General Limitations to the Education License and Personal License

3.4.1. Non-Commercial use

A License granted under these License Terms is strictly limited to Non-Commercial use in accordance with the limitations set forth herein. Any commercial use, distribution of the Software outside of servers owned or operated by Licensee, or development of products for commercial use incorporating or based on the Software, is not allowed under these License Terms. A breach of this Section shall always be regarded as a material breach of these License Terms, an infringement of Highsoft’s rights in and to the Software and may also warrant damages to Highsoft.

3.4.2. Number of Authorized Users

In the event that an Educational Institution is granted an Education License by Highsoft pursuant to these License Terms, said license shall be granted to the number of Authorized Users specified in the License Statement and License Certificate and as such get access as set out herein. As such, each License granted by these License Terms comes with a defined and limited number of Authorized Users, which may be up to six (6) individuals.

The Licensee hereby acknowledges, accepts, and undertakes the responsibility to ensure that not more than six (6) named Authorized Users are specified in the License Certificate and as such gets access as set out herein. Any violation of this restriction shall be deemed a substantial breach of these License Terms. For Personal Licenses, the (only) Authorized User will be the applicant.

3.4.3. Access to new Releases

A valid subscription to a License grants Licensee a time limited right to use the applicable Release of the Software at the time of receiving the License and applicable Releases within the Term.

Licensee undertakes not to make use of any Software in other or newer versions than such Release(s) of the Licensed Software which Licensee is entitled to use pursuant to a valid License during the Term. Any breach of this restriction shall be considered a material breach of these License Terms.

A License granted under these License Terms may be revoked by Highsoft at any time if Licensee, based on

Highsoft’s sole discretion, no longer fulfils the requirements for the License.

3.4.4. Amendments to License Terms

Licensee acknowledges and accepts that the Software is updated from time to time. Highsoft may make changes to its business or license model or to the terms and conditions under which Highsoft is willing to offer its Software, and that in context, or for Highsoft to offer new Releases, Highsoft may make amendments to these License Terms. Such amended terms and conditions shall assume effect when notified by Highsoft, either through email to Licensee or by publication of updated License Terms on Highsoft’s Website.

3.4.5. Access to Source Code

Licensee may obtain Licensed Software source code by downloading the source code from the Highsoft Website, make own edits, and keep its own repositories with the modified source code for the Term of the Agreement.

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.

3.5. Special terms for Highcharts Dashboards

The following terms and conditions shall be applicable insofar as the Licensed Software includes Highcharts Dashboards, in addition to the terms otherwise set out in the License Terms.

In addition to using the standard components included in the library provided by Highsoft to a Licensee holding a License to Highcharts Dashboards, Highcharts Dashboards enables Developers to make custom components or add Third Party components to dashboards created using Highcharts Dashboards.

Licensee shall indemnify and hold Highsoft harmless from and against any and all losses, claims and damages related to customized components or Third Party components developed or utilized through Highcharts Dashboards.

4. Delivery

During the Term, Licensed Software shall be made available by Highsoft, and Licensee shall be authorized to download such Licensed Software from Highsoft Website.

5. Marketing and descriptions of Licensed Software

Licensee may use Licensee’s own descriptions of the functionality provided by Licensed Software for the purposes of describing Licensee’s own solutions or applications, 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, nor to give the impression that Licensee can offer or distribute the Software commercially under its License.

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 development of the Software, Licensee’s SaaS Application(s) or Web Application(s), as applicable, including Highsoft naming Licensee as a reference and showcasing Licensee’s charts which includes Licensed Software for the purposes of promoting or demonstrating the Software. All marketing by Licensee must be carried out within the limits of the License.

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

reputation.

6. Limitation of Liability

All Software supplied by Highsoft under these License Terms are provided ‘as is’, without any warranties or representations, and may have errors and omissions. By using the Licensed Software, Licensee hereby waives any and all claims towards Highsoft related to the Licensed Software, including but not limited to claims of fitness for purpose, non-infringing nature, availability or Licensee’s reliance on the Licensed Software.

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, DIRECT, CONSEQUENTIAL OR INDIRECT DAMAGES; OR (iii) LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

7. Ownership and Copyright

All Software, as updated from time to time, 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. Through a License, Software is licensed to Licensee, not sold.

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. If Licensee develops Licensed Software following sections 3.2 and 3.3, such development

/ derivative works / new intellectual property rights shall be owned fully by Highsoft and shall be transferred to Highsoft automatically at the point of creation without any further requirement of form. Highsoft shall without restrictions (to the extent permitted by law) have the right to further develop, integrate into Software, transfer or/and give commercial license to such development / derivative work / new intellectual property. For the sake of clarity, said transfer of developed Software shall not encompass any pre-existing intellectual property rights held by the Licensee prior to the commencement of this agreement.

Highsoft reserves all rights not expressly granted to Licensee in these License Terms. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that: (a) except as specifically set forth in these License Terms, Highsoft retains all right, title and interest in and to Software, and Licensee does not acquire any right, title or interest to Software; (b) any configuration or deployment of Software shall not affect or diminish Highsoft’s rights, title or interest in and to Software. Nothing in these License Terms 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.

8. Term and Termination

8.1. Term

The term of a License under these License Terms is twelve (12) months from the Delivery Date (the “Term”). Upon expiration of the Term, the License shall automatically expire (“Expiration”). Highsoft may, at Highsoft’s discretion, send Licensee a notice 30 days prior to Expiration.

Licensee may re-apply for an Education License or a Personal License covering the same Non-Commercial usage as covered by the License under the Term by submitting a new Application Form. If granted, the potential new license will form an independent license, which shall be governed by the terms and conditions applicable at the time and shall expire as set out in said applicable terms and conditions.

8.2. Effects of Expiration

On Expiration of a License granted under these License Terms, the following shall apply:

  1. Licensee is not entitled to use, and shall immediately cease all use and distribution of, any Releases of the Licensed Software;
  2. Sections 6, 7, 10 and 12.2 of these License Terms shall survive.

8.3. Termination

Highsoft may terminate and revoke a License granted under these License Terms without cause at any time, hereunder but not limited to if Highsoft deems that Licensee no longer is eligible for a License under these License Terms. Such termination shall become effective upon expiration of the ongoing Term, or at a time set out in a notice of termination sent by Highsoft to Licensee.

Highsoft may furthermore terminate and revoke a License granted under these License Terms with immediate effect in the event of a material breach of these License Terms by Licensee.

8.4. Effects of Termination

On termination of a License granted under these License Terms, Highsoft will send to Licensee a notice of termination, and the following shall apply:

  • Licensee shall immediately cease all use and distribution of Licensed Software.
  • Licensee shall remove, delete or otherwise destroy any of Highsoft’s material that Licensee has received, copied or otherwise obtained. A written confirmation that such deletion has been completed shall be sent to Highsoft without undue delay.
  • Sections 6, 7, 10 and 12.2 of these License Terms shall survive.

9. Non-assignment

Licensee may not assign or transfer all, or any part of, its rights under a License granted under these License Terms without Highsoft’s prior written consent.

Highsoft may assign this Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

10. Applicable Law and Venue

These License Terms shall be governed by and construed in accordance with the laws of Norway, with Sogn and Fjordane District Court (Sogn og Fjordane tingrett) as legal venue for the first instance.

11. Processing of Personal Data

To the extent any purchase under these License Terms 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 personnel or Third Parties which is or might be affected by the collecting of personal data under these License Terms with due information about Highsoft’s privacy policy.

12. Miscellaneous

12.1. Relationship between Parties

The Parties are independent entities, and these License Terms 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 in these License Terms, 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 these License Terms.

12.2. Audit

During the term of the Term and 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 and have complied with the grants and limitations set out in these License Terms. Such audit shall only be conducted under non-disclosure obligations, upon reasonable notice, which shall be no shorter than ten (10) calendar days. If the audit shows no discrepancies or unauthorized use of Highsoft’s Software, Highsoft shall carry all of its costs associated with the audit.

12.3. Severability

In the event any provision of these License Terms is held to be invalid or unenforceable, the remaining provisions of these License Terms will remain in full force.

12.4. Amendments

These License Terms may be amended by Highsoft from time to time. The License shall at all times be governed by the most-recent version of the License Terms, as available on the Highsoft Website and/or as notified by Highsoft to Licensee.

12.5. Notices

All notices to be given under this Agreement to Highsoft shall be sent either by email to [email protected] or 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 Licensee has provided upon application for the License. It is Licensee’ responsibility to ensure that the e-mail address is correct. Highsoft does not take responsibility for 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.