Highcharts

This agreement is between:

(a) Highsoft AS, a Norwegian company with organisation number 996 840 506, Sentrumsgata 44, 6893 Vik i Sogn, Norway (“Highsoft”); and

(b) the customer that accepts this agreement (the “Customer”).

The Customer accepts this agreement by accepting in writing an order or quote that refers to it, for example by email, online or by signature, or by confirming acceptance when it purchases a subscription in Highsoft’s online shop or in the Customer Portal. The person who accepts confirms that they have authority to bind the Customer.

1. Definitions

In this agreement, these terms have the following meanings.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party. “Control” means owning or controlling more than 50% of the voting interests.

“Agreement” means this document, the Subscription Details, the Data Processing Agreement, any schedule listed in the Subscription Details, and any Supplemental Terms the Customer accepts.

“Application” means a website, web application or other software that the Customer or its Affiliates operate, or that others operate on their behalf, and in which Orbit is used.

“Confidential Information” means non-public information that one party gives the other in connection with this agreement and that is marked confidential or should reasonably be understood as confidential. The source code of Orbit and the design of the Orbit Service are Highsoft’s Confidential Information. It does not include information that is or becomes public through no fault of the receiving party, that the receiving party already had or receives lawfully from someone else, or that the receiving party develops independently.

“Customer Portal” means the web interface Highsoft provides for the Customer to manage its Deployments, Sites, features and subscription.

“Data Processing Agreement” means Highsoft’s data processing agreement for Orbit.

“Deployment” means a set-up of Orbit that the Customer creates in the Customer Portal, with its own key and embed URL, covering one or more Sites.

“Documentation” means the user and technical documentation for Orbit that Highsoft publishes or gives the Customer, as updated from time to time.

“End User” means a person who uses Orbit through an Application.

“Feedback” means suggestions, comments and other input the Customer gives Highsoft about Orbit.

“Highcharts License” means a commercial license to Software under Highsoft’s Standard License Agreement or another written license agreement with Highsoft.

“Non-production Site” means a Site flagged as non-production in the Customer Portal, once the Customer Portal offers this.

“Orbit” means Highsoft’s analytics product for charts made with the Software, as Highsoft makes it available to the Customer from time to time. Orbit consists of:

(a) the Orbit Service;

(b) the Orbit Code; and

Orbit includes the updates Highsoft makes available during the Subscription Term.

“Orbit Code” means the software code Highsoft serves from each Deployment’s embed URL to run Orbit in End Users’ browsers.

“Orbit Service” means the services Highsoft hosts for Orbit, including the Customer Portal and the systems that serve and support each Deployment.

“Page Load” means one load of Orbit by an End User’s browser from a Deployment’s embed URL, as recorded by Highsoft.

“Site” means one fully qualified domain name, such as app.example.com, that the Customer adds to a Deployment. Orbit loads for a Deployment only on its Sites, but on any page of them.

“Software” means Highsoft’s proprietary software products, including Highcharts Core, Highcharts Stock, Highcharts Maps, Highcharts Gantt, Highcharts Dashboards and Highcharts Grid Pro.

“Subscription Details” means the commercial details of the Customer’s subscription: the tier, the included Sites and Page Loads, any non-production limit, the fees, any discounts and their end dates, the overage rate, the start date, any trial end date and trial limits, and whether the Early Mover Program Schedule applies. They are first set by the order or quote the Customer accepts. Highsoft shows them in the Customer Portal and confirms them, and any later agreed change, by email to the Customer’s address for notices. If the Customer Portal or a confirmation email differs from what the parties agreed, what the parties agreed applies.

“Subscription Term” means the period from the start date in the Subscription Details until this agreement ends.

“Subscription Year” means each 12-month period of the Subscription Term, starting on the start date or an anniversary of it.

“Supplemental Terms” means additional terms for an optional feature or add-on, such as future AI features, that the Customer accepts separately, for example by switching the feature on in the Customer Portal.

2. How the agreement fits together

2.1 The Subscription Details set out the commercial details of the Customer’s subscription.

2.2 If the Subscription Details say that the Customer takes part in the Orbit Early Mover Program, the Early Mover Program Schedule applies.

2.3 Highsoft may offer optional features or add-ons under Supplemental Terms. Supplemental Terms apply only if the Customer accepts them.

2.4 If parts of the Agreement conflict, they apply in this order:

(a) the Data Processing Agreement, for processing of personal data;

(b) Supplemental Terms, for the feature or add-on they cover;

(c) the Subscription Details, for the commercial details listed in their definition only. The Subscription Details do not add features to Orbit, change clause 5, or change any other part of this agreement;

(d) the Early Mover Program Schedule; and

(e) this document.

2.5 This agreement does not change any Highcharts License. No Highcharts License changes this agreement.

3. Highcharts requirement

3.1 The Customer must hold a valid Highcharts License for the Software it uses in each Application where it uses Orbit.

3.2 This agreement grants no license to any Software.

3.3 Orbit works only with charts made with the Software.

3.4 Some Orbit tools work only if the Customer has loaded certain Highsoft products in the same Application. The Documentation describes which.

4. License

4.1 During the Subscription Term, Highsoft grants the Customer a non-exclusive, non-transferable and non-sublicensable right to:

(a) access and use the Orbit Service; and

(b) use the Orbit Code in its Applications, and let End Users’ browsers load and run it, only through a Deployment.

4.2 Orbit Code runs “through a Deployment” only when it is loaded from that Deployment’s embed URL on one of its Sites.

4.3 The Customer may use Orbit in its Applications. These include internal Applications and Applications for the Customer’s or its Affiliates’ own customers, including multi-tenant software-as-a-service.

4.4 The Customer must not use Orbit in:

(a) products installed on servers operated by the Customer’s customers or other third parties; or

(b) platforms or tools that let third parties build or deploy their own applications.

4.5 The Customer is responsible for the use of Orbit by its personnel, its contractors and anyone who operates an Application on its behalf. End Users get no rights from Highsoft under this agreement. The Customer must not give End Users any right to Orbit beyond using the Customer’s Applications.

4.6 Affiliates

4.6.1 The Customer’s Affiliates may use Orbit under this agreement on the same terms as the Customer.

4.6.2 Their use counts towards the Customer’s included Sites and Page Loads.

4.6.3 Clause 3 applies to each Affiliate. Each Affiliate’s use of Highcharts must be covered by a valid Highcharts License.

4.6.4 The Customer is responsible for its Affiliates’ use of Orbit and for their compliance with this agreement, as if their use were the Customer’s own.

4.6.5 Only the Customer may bring claims against Highsoft under this agreement. Claims relating to an Affiliate’s use count as the Customer’s claims under clause 12.1.

4.6.6 The Customer must make sure that the Data Processing Agreement covers processing for its Affiliates, and that the Customer has authority to instruct Highsoft on their behalf.

4.6.7 The Customer must notify Highsoft without undue delay if an entity stops being an Affiliate. That entity may continue to use Orbit for 60 days from the date it stops being an Affiliate. After that, clause 4.11 applies to its Deployments.

4.7 The Customer must not:

(a) copy, host, mirror, proxy or redistribute Orbit Code, except for normal caching by browsers and networks under the caching instructions Highsoft sends with the code;

(b) run Orbit Code without a connection to an active Deployment, or make it work after a Deployment is deactivated;

(d) sell, rent, sublicense or otherwise make Orbit available to third parties, except as part of its Applications;

(e) use Orbit unlawfully; or

(f) reverse engineer, decompile or disassemble Orbit Code, except as clause 4.8 allows.

4.8 Nothing in this agreement limits any right the Customer has under mandatory law to make a back-up copy of Orbit Code, to observe, study or test it, or to decompile it to achieve interoperability.

4.9 Orbit Code may contain open-source components. The Documentation lists them and their licenses. An open-source license applies only to a copy obtained under it. Orbit Code delivered to the Customer through a Deployment is governed by this agreement, including any part that is or was also published elsewhere.

4.10 Orbit is licensed, not sold. Highsoft owns Orbit and all rights in it and keeps all rights it does not expressly grant. The Customer has no right to receive or access the source code of Orbit or the Orbit Service. Orbit Code is made available only in the form Highsoft serves from the embed URL. The Customer keeps all rights in its own data, other content and Applications.

4.11 The Customer’s right to use a Deployment ends when the Deployment is deactivated or deleted. All rights under clause 4.1 end when the Subscription Term ends. When a right ends, the Customer must:

(a) remove the embed URL and any other reference to Orbit Code from its Applications;

(b) delete any copies of Orbit Code it holds, except copies it must keep by law; and

Copies held only in End Users’ browser caches are not covered by this clause. Pages that loaded Orbit before a right ended may keep running it until they are reloaded. This is not a breach of this agreement.

5. Deployments, Sites and usage

5.1 The Customer creates and manages Deployments, and adds Sites to them, in the Customer Portal.

5.2 The Subscription Details set the number of Sites and the monthly Page Load volume included in the Customer’s tier. The Customer Portal does not allow more Sites than the tier includes. Highsoft may allow additional Sites or Page Loads. Any additional Sites or Page Loads that are meant to be part of the subscription are recorded in updated Subscription Details.

5.3 Orbit verifies that each Deployment is used only on its Sites. The Customer may add Sites only for domains of its Applications.

5.4 Localhost and 127.0.0.1 do not count as Sites.

5.5 When the Customer Portal offers flagging of Sites as non-production, Non-production Sites will not count towards the Customer’s Site limit, and their Page Loads will not be counted. If a Non-production Site has more Page Loads in a month than the non-production limit in the Subscription Details, it counts as a production Site for that month. Until then, staging and test Sites count as ordinary Sites.

5.6 The Customer Portal shows the Customer its Page Load counts. Highsoft does not count:

(a) traffic that Highsoft’s systems identify as automated; or

(b) requests rejected because the domain is not one of the Deployment’s Sites.

Highsoft counts Page Loads from requests to the embed URL. Loads served from a browser or network cache are not counted.

5.7 The Customer may ask Highsoft for a breakdown of a month’s count. The Customer may dispute a month’s count through the Highsoft support site, or by notice under clause 20.8, within 30 days after the end of that month. After that, the count is final.

5.8 Using more Page Loads than the included volume is not a breach of this agreement. Highsoft will not stop Orbit because of it. This does not limit clause 10 or technical measures Highsoft uses to protect Orbit against abuse or overload.

5.9 If the Customer’s Page Loads exceed the included volume for two consecutive months, Highsoft may start a usage review by notice. The parties will review the Customer’s tier in good faith. Any agreed change is recorded in updated Subscription Details.

5.10 If the parties do not agree a change within 30 days after Highsoft’s notice, Highsoft may invoice the overage rate in the Subscription Details for each month in which the Customer exceeds the included volume, starting with the month in which Highsoft gave notice.

6. Fees and payment

6.1 The Customer pays the fees set out in the Subscription Details.

6.2 Highsoft invoices the fees annually in advance for each Subscription Year.

6.3 The Customer must pay each invoice within 30 days from the invoice date. Highsoft may charge late payment interest under the Norwegian Late Payment Interest Act (forsinkelsesrenteloven).

6.4 Fees exclude VAT and other taxes. Highsoft adds VAT where Norwegian law requires it, for example for customers in Norway. Each party pays its own bank charges and the taxes imposed on it in its home country. The Customer must not deduct taxes from an invoiced amount.

6.5 The Subscription Details show the list price and any discount separately. They state the date each discount ends.

6.6 Highsoft may change the fees for the next Subscription Year by notice at least 90 days before that year starts.

6.7 Highsoft invoices any overage under clause 5.10 annually in arrears, together with the invoice for the next Subscription Year or, if the subscription ends, after it ends.

7. Term, renewal, cancellation and trials

7.1 This agreement starts on the start date in the Subscription Details. Each Subscription Year lasts 12 months.

7.2 The subscription renews automatically for one Subscription Year at a time unless it is cancelled under clause 7.3.

7.3 The Customer may cancel the subscription by notice to Highsoft at least 30 days before the end of the current Subscription Year. The cancellation takes effect at the end of that year. If the notice arrives later, the subscription renews and the cancellation takes effect at the end of the following Subscription Year.

7.4 Highsoft may decide not to renew the subscription by notice at least 90 days before the end of the current Subscription Year.

7.5 Trial.

(a) If the Subscription Details include a trial, the Customer may use Orbit under this agreement free of charge until the trial end date in the Subscription Details. During the trial, references to the Subscription Term include the trial.

(b) The trial ends on that date, or earlier if the Customer starts a paid subscription or Highsoft ends the trial by notice.

(c) A paid subscription starts only when the Customer orders one. Its start date is the first day of the paid subscription.

(d) The Customer and its Affiliates may have one trial in total, unless Highsoft agrees otherwise.

(e) During a trial, the Customer may use only the Sites and Page Loads set out in the Subscription Details. Clauses 5.8 to 5.10 do not apply, and Highsoft may limit or stop use above those volumes.

(f) If the trial ends without a paid subscription, clause 4.11 applies.

8. Service, support and changes

8.1 Highsoft uses commercially reasonable efforts to keep Orbit available. Highsoft does not commit to a specific uptime level and does not give service credits.

8.2 Highsoft will try to give the Customer advance notice of planned maintenance that it expects to affect Orbit.

8.3 Highsoft provides support for Orbit through the Highsoft support site. Highsoft uses reasonable efforts to respond within a reasonable time. Highsoft does not commit to specific response times.

8.4 Highsoft may change and improve Orbit. If a change materially reduces Orbit’s core functionality during a paid Subscription Year, the Customer may terminate this agreement by notice within 30 days after the change. Highsoft then refunds the prepaid fees for the rest of that Subscription Year. Highsoft will give the Customer at least 30 days’ notice of changes that require the Customer to change its Applications.

9. Security

9.1 Highsoft maintains appropriate technical and organisational security measures for the Orbit Service and the Orbit Code.

9.2 Highsoft fixes security vulnerabilities in Orbit within a reasonable time, taking into account their severity. Fixes take effect without action by the Customer, because Orbit Code is served from the embed URL.

9.3 Highsoft notifies the Customer without undue delay if it becomes aware of a security incident that affects Orbit Code served to the Customer’s Deployments or the Customer’s Customer Portal account.

9.4 The Customer must report any known or suspected security vulnerability in Orbit to [email protected] without undue delay. The Customer must keep the vulnerability confidential until Highsoft has fixed it or allowed disclosure, unless the law requires otherwise.

9.5 The Customer must keep its Customer Portal credentials secure. The Customer is responsible for activity under its account.

10. Suspension

10.1 Highsoft may suspend a Deployment or the Customer’s account if:

(a) this is necessary to deal with a security threat to Orbit, the Customer or others;

(b) the Customer’s use of Orbit breaches clause 4.7 and harms or threatens Orbit or other customers; or

10.2 Highsoft limits a suspension to what is necessary. Highsoft notifies the Customer in advance where possible, and otherwise promptly. Highsoft lifts the suspension when the cause is removed.

10.3 Fees remain payable during a suspension under clause 10.1(b) or (c).

11. Warranty

11.1 Highsoft warrants that Orbit will perform substantially in line with the Documentation during the Subscription Term.

11.2 If Orbit does not perform as warranted, the Customer must notify Highsoft. Highsoft will fix the defect within a reasonable time.

11.3 If Highsoft cannot fix the defect within 30 days after the Customer’s notice, the Customer may terminate this agreement by notice. Highsoft then refunds the prepaid fees for the rest of the Subscription Year.

11.4 Clauses 11.2 and 11.3 are the Customer’s only remedies for a breach of clause 11.1.

11.5 The warranty does not cover problems caused by:

(a) the Customer’s Applications, data or systems;

(b) use of Orbit in breach of this agreement or the Documentation; or

11.6 Orbit’s analysis tools, such as Forecast and Anomaly Detection, apply the statistical methods described in the Documentation. Highsoft does not warrant that their results will be accurate predictions or suitable for any particular decision. The Customer is responsible for decisions it or its End Users make based on those results.

11.7 Except as stated in this clause 11, Highsoft gives no warranties, to the extent permitted by law.

12. Limitation of liability

12.1 Highsoft’s total liability under or in connection with this agreement is limited to the fees the Customer paid under this agreement in the 12 months before the claim arose.

12.2 Highsoft is not liable for indirect or consequential loss, loss of data, or lost profits, revenue or business.

12.3 Clauses 12.1 and 12.2 do not apply to loss caused by Highsoft’s gross negligence or wilful misconduct.

13. Third-party IP claims

13.1 Highsoft will defend the Customer against any third-party claim that Orbit, used in line with this agreement, infringes that third party’s intellectual property rights. Highsoft will pay the damages and costs finally awarded against the Customer, or agreed in a settlement Highsoft approves.

13.2 This applies only if the Customer notifies Highsoft promptly of the claim, lets Highsoft control the defence and any settlement, and gives Highsoft reasonable help, at Highsoft’s cost.

13.3 Highsoft has no obligation under this clause for claims arising from:

(a) the Customer’s data, content or Applications;

(b) changes to Orbit not made by Highsoft;

(c) the combination of Orbit with products or services not supplied by Highsoft, where the claim would not have arisen without the combination;

(d) use of Orbit in breach of this agreement or the Documentation; or

(e) continued use after Highsoft has offered a non-infringing alternative.

13.4 This clause covers Orbit only. Claims about Highcharts or other Software are governed by the Customer’s Highcharts License.

13.5 If Orbit is, or in Highsoft’s view is likely to be, found infringing, Highsoft may obtain the right for the Customer to continue using it, change it so it no longer infringes, or end the subscription and refund the prepaid fees for the rest of the Subscription Year.

13.6 Highsoft’s liability under this clause, including defence costs, counts towards the limit in clause 12.1.

13.7 This clause sets out the Customer’s only remedies for claims that Orbit infringes third-party intellectual property rights.

14. Customer data, Feedback and usage data

14.1 The Customer keeps all rights in its data, its other content and its Applications. This does not give the Customer any rights in Highsoft’s Software. Highsoft gets no rights in the Customer’s data, content or Applications, except as needed to provide Orbit.

14.2 Highsoft does not receive chart data or chart content from Orbit, except:

(a) Sample Material the Customer chooses to share under the Early Mover Program Schedule;

(b) data the Customer chooses to send through a feature it has switched on under Supplemental Terms; and

(c) the chart configuration sent to Highsoft’s export server when an End User uses the Export tool. Highsoft processes it only to create the exported file and does not keep it.

14.3 To provide Orbit, Highsoft receives:

(a) Feedback;

(b) the Customer’s configuration in the Customer Portal, such as which tools are enabled;

(c) usage records of how Orbit’s tools are used in each Deployment, tied to a random identifier for a single page view or, with the End User’s consent, a single visit. Highsoft keeps detailed records for up to 90 days and summaries without identifiers for up to 25 months; and

(d) technical data needed to serve Orbit, count Page Loads and keep Orbit secure, such as IP addresses and request headers.

Highsoft does not identify individual End Users or track them across visits.

14.4 Highsoft may use Feedback for any purpose, without payment or attribution. This right is perpetual, irrevocable, worldwide and royalty-free. Highsoft owns any improvements it makes. Highsoft has no obligation to implement Feedback.

14.5 Highsoft may use the data in clause 14.3(b) and (c) only to develop and improve Orbit and other Software, and only in aggregated or de-identified form. Highsoft will not name the Customer as the source without the Customer’s consent. Highsoft may publish aggregated statistics that do not identify the Customer.

14.6 If Feedback contains the Customer’s Confidential Information, clause 16 continues to protect that information.

15. Personal data

15.1 When Highsoft serves Orbit to End Users for the Customer, when it processes chart configuration for the Export tool, and when it processes data for features the Customer switches on under Supplemental Terms, such as AI features, Highsoft processes personal data as the Customer’s processor. The Data Processing Agreement applies to that processing.

15.2 Highsoft processes personal data as an independent controller only to deliver and secure Orbit and protect it against abuse, to count Page Loads for billing, and to produce the usage records in clause 14.3(c) to understand and improve Orbit. Highsoft does not use this data for any other purpose, including advertising or profiling, and does not combine it with other data about End Users. Highsoft’s Privacy Policy describes this processing.

15.3 The Customer must state in its privacy notice that its Applications use Highcharts Orbit, and link to Highsoft’s Privacy Policy for how Highsoft collects and processes data.

15.4 Orbit does not store information on, or read information from, End Users’ devices without consent, except where this is strictly necessary for a function the End User has asked for. Orbit uses a temporary session identifier in the browser only if the Customer’s Application signals that the End User has consented, in the way described in the Documentation.

16. Confidentiality

16.1 Each party must keep the other party’s Confidential Information confidential. Each party may use it only to perform this agreement.

16.2 Each party may share the other party’s Confidential Information with its employees, advisers and subcontractors who need it for this agreement and who are bound by confidentiality duties at least as strict as this clause.

16.3 A party may disclose Confidential Information when the law, a court or a public authority requires it. If allowed, it must tell the other party first.

16.4 When this agreement ends, each party must delete or return the other party’s Confidential Information on request, except copies it must keep by law.

16.5 The Customer’s name and the fact that the parties have an agreement are not Confidential Information.

17. References

17.1 Each party may name the other as its customer or supplier and use the other party’s name and logo for that purpose.

17.2 Highsoft may show publicly available pages that use Orbit, including screenshots.

17.3 Either party may object to this use by notice. The other party must then, within 30 days, stop any new use and remove the objecting party’s name and logo from its website. It need not withdraw material already printed or distributed.

18. Termination and discontinuation

18.1 Either party may terminate this agreement by notice if the other party materially breaches it and does not cure the breach within 30 days after receiving notice of the breach.

18.2 If the Customer terminates under clause 18.1, Highsoft refunds the prepaid fees for the rest of the Subscription Year.

18.3 Highsoft may discontinue Orbit by notice to the Customer at least 90 days in advance. Highsoft then refunds the prepaid fees for the period after Orbit ends.

18.4 When this agreement ends, clause 4.11 applies. Clauses 4.10, 4.11, 12, 13, 14.4, 16, 19 and 20 continue to apply after the agreement ends.

18.5 Highsoft deletes the Customer’s configuration in the Customer Portal, and the Customer Portal user accounts, 30 days after this agreement ends, or after a trial ends without a paid subscription. Highsoft keeps the records it must keep by law, such as billing and accounting records.

19. Time limit for claims

The Customer must bring any claim under or in connection with this agreement within one year after the cause of action occurred.

20. General terms

20.1 Neither party may transfer this agreement without the other party’s written consent. However, either party may transfer the whole agreement to an Affiliate, or as part of a merger, acquisition, reorganisation or sale of all or substantially all of its assets, by notice to the other party.

20.2 Norwegian law governs this agreement. The parties will first try to resolve disputes by negotiation. If they cannot, Oslo District Court (Oslo tingrett) is the exclusive venue in the first instance.

20.3 If a court finds any part of this agreement invalid, the rest remains in force. The invalid part is replaced by a valid provision that comes as close as possible to its original purpose.

20.4 A party that does not enforce a right does not waive it.

20.5 The Agreement is the entire agreement between the parties about Orbit. It replaces all earlier proposals and understandings about Orbit, including the Early Access Customer Agreement for Orbit Beta.

20.6 The Customer’s purchase orders and other business terms do not apply, even if Highsoft accepts or does not reject them.

20.7 Changes to this agreement or the Subscription Details must be agreed in writing, including by email or by accepting an order or quote. Fee changes under clause 6.6, changes to Orbit under clause 8.4 and updates under the next sentence do not need the Customer’s agreement. Highsoft may update this document for the next Subscription Year by notice at least 90 days before that year starts.

20.8 The Customer must send notices to Highsoft by email to [email protected]. Highsoft sends notices to the email address the Customer has registered for notices. The Customer must keep that address up to date. A notice is given when it is sent to the correct address.

Highcharts Shop

Highcharts Orbit License Agreement 1.0