Terms and Conditions version 1.6
for Subscription to Annual License to Highsoft Software

These Terms and Conditions (or “T&Cs”) shall apply to Licensee’s Annual License to, and use of, Software
owned and delivered by Highsoft AS, the company behind Highcharts, irrespective of which license type issubscribed to.
By installing or using the Software or any part thereof, Licensee agrees to be bound by these Terms andConditions, also referred to as the “Agreement”. These Terms and Conditions do not apply if Licensee isusing the Software for a non-commercial purpose only, authorized by Highsoft. Non-commercial use isgoverned by separate terms and conditions.

1. Definitions
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;
Annual License shall mean the time-limited right to use the Licensed Software granted to Licensee underthese T&Cs, in the form of a yearly subscription (subject to renewal) to either an Internal License, a SaaS
License or a SaaS+ License. Upon entering into an Annual License, Licensee must choose license type. The
sets of usage rights granted by Highsoft under each license type, are defined in section 4 of these T&Cs;
Annual License Fee shall mean the fee payable by Licensee to Highsoft for the time-limited right to use theLicensed Software and receive the services provided under Highcharts Advantage, for the Initial Period of
twelve (12) months, as defined in section 6;
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 the purchase and use of an
Annual License. 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 productlicensed under the Annual License, 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 Delivery Date;
Delivery Date shall mean the date Licensee is invoiced by Highsoft for the applicable Licensed Software andservices;
Developer shall mean any unnamed person, whether an employee or subcontractor of Licensee, who will besimultaneously working with the API and/or source code of the Licensed Software. The number of Developers
authorized to simultaneously work with the Licensed Software is defined in the License Statement;
Highcharts Advantage shall mean the maintenance and support services offered by Highsoft, as defined in
section 5 below;
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;
Initial Term shall mean the initial twelve (12) months of the subscription to an Annual License, commencing
on Delivery Date;
Internal Application shall mean software solutions or applications which fully or partly include Licensed
Software and which are used solely for internal purposes by Licensee’s employees and/or contractors inside
the firewall of Licensee’s network. Internal Application(s) shall not be used for external purposes and shallunder 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 theLicensed Software as such on websites and Internal Applications as further described in section 4.2.
Licensed Software shall mean the Software licensed to Licensee through the Annual License pursuant tothese T&Cs, as chosen by Licensee upon purchase and confirmed in the License Statement. For the purposeof the Annual License and these T&Cs, Licensed Software shall not include Official Integrations and Add-ons
nor Optional Dependencies;
Licensee shall mean the legal entity to which Annual License has been granted, as expressly stated in the
License Statement;
License Statement shall mean the document issued by Highsoft and sent to Licensee following Licensee’spurchase of an Annual License, as a link along with the confirmation of the purchase of the Annual License;2 / 18Terms and Conditions 1.6
Subscription for Annual License to Highsoft Softwarewhich expressly identifies the details of the granted Annual License, including but not limited to the Licensed
Software, the number of authorized Developers, the Annual License ID-number, the expressed name of theapplicable Web Applications/SaaS Applications and other information listed in section 15.9 below. In the caseof any subsequent changes to the Annual License in accordance with section 15.9, the License Statement will
be adjusted accordingly;
Official Integrations and Add-ons shall mean integrations, 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 making
integration and programming easier, for instance by adding customized features or by simplifying thedevelopment environment. Such Official Integrations and Add-ons may include opens source software andare made available “as-is” free-of-charge under the MIT-license or other open-source licenses, as applicable.
Information about Official 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 orother open-source licenses. Information about Optional Dependencies is available on the Highsoft Website;
Party shall mean a party to the agreement concerning Licensee’s purchase of an Annual License governedby these T&Cs;
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 ofuse and/or add additional capabilities or functionality;
Renewal Fee shall mean the fee payable by Licensee for the renewal of the Annual License, as set out insection 6;
Renewal Term shall mean any subsequent term of twelve (12) months following the Initial Term or a prior
Renewal Term;
SaaS Application shall mean a software solution or application offered by Licensee as a service (i.e. not a
product) into which Licensed Software may be incorporated fully or in part under a purchased SaaS or SaaS+
license pursuant to sections 4.2 or 4.3, and which is made available by Licensee to any number of Third
Parties from a server outside such Third Parties’ premises which is owned or controlled by Licensee, andwhich can be distributed as a web application, desktop application or mobile application, and which may comein various versions for different platforms (such as e.g. iOS and Android versions of a mobile application),provided that such software product, solution or application has been approved by Highsoft as a SaaS
Application by express identification as such in the License Statement;

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SaaS License shall mean the license type offered by Highsoft granting Licensee the right to use the Licensed
Software in one (1) SaaS Application or one (1) Web Application, as further described in section 4.3;
SaaS+ License shall mean the license type offered by Highsoft granting Licensee the right to use the Licensed
Software in up to five (5) SaaS Applications and/or Web Applications (total number of applications not toexceed five), as further described in section 4.4;
Software shall mean any and all proprietary software products owned by Highsoft which may be licensed
under these T&C’s, including without limitation, Highcharts Core, Highcharts Stock, Highcharts Maps,
Highcharts Gantt and Highcharts Dashboards. For the purpose of this Agreement, Software shall not include
Official Integrations, and Add-ons or Optional Dependencies;
Terms and Conditions (or “T&Cs”) shall mean this document and the License Statement;
Third Party shall mean any other entity than the Parties, including but not limited to Licensee’s customers;
Web Application shall mean a software solution or application running on web server(s) owned, controlled or
hosted by Licensee into which Licensed Software may be incorporated fully or in part under a purchased SaaSor SaaS+ License pursuant to sections 4.2 or 4.3, which is made available by Licensee to a Third Party, andwhich can be distributed as web application, desktop application or mobile application, and which may comein various versions for different platforms (such as e.g. iOS and Android versions of a mobile application);

2. Ownership and CopyrightAll Software is the property of Highsoft and is protected by copyright law as well as other statutory and nonstatutory intellectual property law. Highsoft product names and trade names are owned by Highsoft andprotected 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 shallremain owned fully and solely by Highsoft, and nothing herein shall involve or imply any transfer of suchownership.
Under these Terms and Conditions, Software is licensed, not sold.
Highsoft reserves all rights not expressly granted to Licensee under these Terms and Conditions. Without
limiting the generality of the foregoing, Licensee acknowledges and agrees that: (i) except as specifically set
forth herein, 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; (ii) any configuration or deployment of Software
shall not affect or diminish Highsoft’s rights, title or interest in and to Software. Neither the Annual License nor
these T&Cs shall limit in any way Highsoft’s right to develop, use, license, create derivative works of, orotherwise 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 Licenseeowned SaaS Application or Web Application, and Highsoft does not acquire any right, title, or interest in or to

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Subscription for Annual License to Highsoft Softwaresuch application; and (ii) any integration of Licensed Software with a Licensee owned SaaS Application or
Web Application shall not affect or diminish Licensee’s rights, title, and interest in and to such application.

3. Grant of License and Limitations
3.1 Scope of the Annual License
Subject to these Terms and Conditions, 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 Annual License, which shall be registered in Licensee's name, shall commence on Delivery Date and be
effective during the Initial Term and any subsequent Renewal Term, unless terminated in accordance with theTerms and Conditions set forth herein.
When ordering an Annual License, Licensee shall choose and state:i.

The Software products to be included in the Annual License;ii.

One of the Annual License types described in section 4, and;iii.

The number of authorized Developers to be included in the Annual License, and;iv.

Which Web Application(s) and/or SaaS Application(s) the Licensed Software will be used in, if
subscribing to a SaaS License or a SaaS+ License as further described in sections 4.2 and 4.3
and the name of such Web Application(s) or SaaS Application(s).

The information listed in i)-iv) shall be stated in the License Statement.
All Optional Dependencies and Official Integrations and Add-ons are made available by Highsoft as anadditional free-of-charge service, irrespective of the chosen Software product and license type and shall not
be deemed part of the Licensed Software.
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) and 4.3 (SaaS+ License) are complementary in the sense that SaaS License and SaaS+
License each includes a gradual broadening of scope and extension of usage rights, compared to the Internal
License, e.g. the SaaS License consumes and includes more extensive rights than the Internal License, sodoes the SaaS+ License with respect to the SaaS License.
Depending on the purchased Annual License type, sections 4.1, 4.2 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 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
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Subscription for Annual License to Highsoft Softwareto the suitability of the chosen license type and hereby disclaims any and all liability related to the choice madeby Licensee.

3.2 General Limitations
3.2.1 Number of Developers
An Annual License granted by Highsoft under this Agreement comes with a defined (limited) number ofauthorized Developers. Licensee acknowledges, accepts, and undertakes to ensure that the actual numberof 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 amaterial breach of these Terms and Conditions.

3.2.2 No usage by Affiliates
The Annual License is granted by Highsoft to Licensee only and does not extend to Licensee’s Affiliates or
any other Third Parties, unless the License Statement explicitly states that the License shall extend also to
Licensee Affiliates. In such case, the License shall extend to such Licensee Affiliates as specified in the
License Statement (but not to other Third Parties), and such Affiliates shall be legally bound by the terms andconditions set forth herein in the same way as Licensee.

3.2.3 Access to new Releases
The Annual License includes the Highcharts Advantage services provided by Highsoft as defined in section 5
below. Irrespective of the chosen license type, the Annual License shall be annual, subject to renewal, as set
out in section 6.
Subject to the restrictions and limitations applicable to the purchased license type, a valid subscription to an
Annual License grants Licensee the right to use the applicable Releases of the Licensed Software which arereleased during the subscription to the Annual License.

3.2.4 Access to Source CodeLicensee 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 No usage of Software in competing products
Licensee undertakes not to use Software as part of any offerings comprising functionality that is substantiallysimilar to that of Software, during the term of the Agreement, and for a period of three (3) years after its
termination, however occasioned. Nothing in these T&Cs shall, however, be construed to preclude Licensee
from using, marketing, licensing and/or selling software which is developed by Licensee on a fully independentbasis, even if such software has the same or similar functionality as Software, provided always that the

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Subscription for Annual License to Highsoft Software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.

3.3 Identification of SaaS Applications and Web Applications
Licensed Software may only be incorporated into such SaaS Applications or Web Applications as expressly
identified and approved by Highsoft in the License Statement, and the names of such applications shall be
provided by Licensee upon entering into this Agreement, in accordance with section 3.1. The Parties may
agree in writing that the names of the SaaS Applications or Web Applications (as applicable) shall be provided
by Licensee to Highsoft after the Delivery Date, i.e. if the applications are still unnamed at the time of entering
into this Agreement. In such case, the number of SaaS Applications or Web Applications (as applicable) shallbe listed in the License Statement, and the names of the SaaS Applications or Web Applications (asapplicable) shall be provided by Licensee to Highsoft after the Delivery Date, upon which the LicenseStatement will be updated. Licensee is not authorized to use Licensed Software in any SaaS Applications or
Web Applications not identified in the License Statement, i.e. after notice has been provided to Highsoft inaccordance with this paragraph.

3.4 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 herein these T&Cs.
An Annual License to use Highcharts Dashboards enables Licensee to:i.

use the standard components included in the library provided by Highsoft through Highcharts
Dashboards; and,ii.

make custom components or add Third Party components to dashboards created using Highcharts
Dashboards.

For the avoidance of doubt, any warranties and indemnifications provided by Highsoft in section 9 and 11 ofthese T&Cs shall solely apply to the Highcharts Dashboards library as such and the standard components
provided therein by Highsoft. Licensee shall indemnify and hold Highsoft harmless from and against any andall losses, claims and damages related to customized components or Third-Party components developed orused by Licensee in relation to Highcharts Dashboards.
Highcharts Dashboards allows Developers to facilitate the modification of dashboards by other users, including
Licensee employees, contractors, or Licensee’s customers and end users, through the “Edit Mode”. The
utilization of “Edit Mode” by these users to modify dashboards does not automatically classify them as
Developers under these T&Cs, nor does it contribute to the total count of allowed Developers under the Annual
License. However, these users must be restricted from working with or accessing the API or source code of
the Licensed Software.
The restrictions of usage rights under an Internal License allowing only the generation of static content, cf.
section 4.1 below, shall not prevent Licensee from allowing its users to access and use the “Editor Mode” to
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modify, add, remove, move, or resize components in dashboards created by Licensee provided that theparameters of interaction with and modification of such components remain the same for all such internal
users, and that they are prevented from working with or accessing the API or source code of the Licensed
Software.

4. License types and usage rights included
4.1 Internal License
Through an Internal License, Highsoft grants Licensee a non-exclusive, time-limited, non-sublicensable,
worldwide right to install, reproduce, use and further develop Licensed Software as such;i.

on any number of public or private websites (including subdomains and intranet sites) for generationof static content, andii.

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 a SaaS Application or a Web
Application.
The restriction of usage rights granted under an Internal License for allowing the generation of “static content
only”, means that the data set(s) in the content provided by Licensee on websites must be the same (identical)
for all users, and that such websites shall not generate individually tailored content adapted to any user’s
personal or individual data. For the avoidance of doubt, this shall not prevent the use of Licensed Software
under an Internal License to create interactive content, provided that the parameters for the interaction withthe content remain the same for all users.

4.2 SaaS License
Through a SaaS License, Highsoft grants Licensee such rights that are covered by an Internal License withthe addition of a non-exclusive, time-limited, non-reusable, worldwide right to install, reproduce, use andfurther develop Licensed Software as an integral part of either:i.

one (1) SaaS Application, or;ii.

one (1) Web Application.

Licensed Software may only be incorporated into a SaaS Application or a Web Application explicitly identified
and approved by Highsoft in the License Statement. Licensee is permitted to modify and enhance thedesignated SaaS Application or Web Application. However, due to the non-reusable nature of the SaaS
License, Licensee is prohibited from substituting the existing SaaS Application or Web Application with adifferent one under the same Annual License. In such instances, a new license must be acquired.
Subscription to a SaaS 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
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Licensee customer. Nor does it authorize Licensee to use Licensed Software in a SaaS Application or Web
Application which is hosted in any part by Licensee’s customer. Any such use of the Licensed Software by a
Licensee who is only subscribing to a SaaS License shall therefore be deemed unauthorized and invalid andshall be considered a material breach of the Annual License and these T&Cs.
Except for the authorized use of the Licensed Software in either one (1) SaaS Application or one (1) Web
Application as set out herein and specified in the License Statement, Licensees only subscribing to a SaaS
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 the Annual
License and these T&Cs.

4.3 SaaS+ License
Through a SaaS+ License, Highsoft grants Licensee such rights that are covered by an Internal License withthe addition of a non-exclusive, time-limited, non-reusable, worldwide right to install, reproduce, use andfurther develop Licensed Software in either:i.

Up to five (5) independent SaaS Applications, or;ii.

Up to five (5) independent Web Applications, or;iii.

Up to five (5) independent SaaS Applications and Web Applications as long as the total number ofapplications does not exceed five (5).

Subscription to a SaaS+ 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
Licensee customer. Nor does it authorize Licensee to use Licensed Software in a SaaS Application or Web
Application which is hosted in any part by Licensee’s customer. Any such use of the Licensed Software by a
Licensee who is solely subscribing to a SaaS+ License shall therefore be deemed unauthorized and invalidand shall be considered a material breach of the Annual License and these T&Cs.
Except for the authorized use of the Licensed Software in accordance with letter a., b. or c. in this section 4.4
and specified in the License Statement, Licensees solely subscribing to a SaaS+ License are under nocircumstances 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 the Annual License and these
T&Cs.

5. Highcharts Advantage
Under a valid and effective Annual License, whether in the form a subscription to an Internal License, a SaaS
License or a SaaS+ License, Licensee shall be entitled to receive the Highcharts Advantage services, which
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i.

Access to all new Releases of the Licensed Software released during the Initial Term and during eachsubsequent Renewal Term;ii.

Ten (10) hours of personalized technical support per Developer during the Initial Term and during
each subsequent Renewal Term;

iii.

Technical support by e-mail;iv.

Priority response, no later than 36 hours on Norwegian working days after the request was received;v.

Access to 2nd line support by core developers;vi.

Online text chat with 1st line support engineers;vii.

Investigation of any claimed bug/error/malfunction/nonfunctioning of Licensed Software, and, whenpossible, suggestions as to corrective- or work-around solutions to the problems;viii.

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;ix.

Any bug and error fixing or fix of malfunctioning of Licensed Software is to be delivered outside thepersonalized technical support hours.

Highsoft will offer support for all Releases of Licensed Software issued within the Initial Term, or eachsubsequent Renewal Term (as applicable).
The Highcharts Advantage services does not cover issues arising in connection with implementation ofLicensed Software in/to Licensee’s own products, solutions and/or applications.
Licensee may purchase the extended version of Advantage, Highcharts Advantage Plus, covering guidanceon 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).
The Highcharts Advantage services set forth in this section, shall not extend to any Third Parties to which
Licensee distributes SaaS Application(s) or Web Application(s), containing Licensed Software or any parts ofsuch. 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.

6. Term, Renewal and Termination
6.1 Initial Term and Renewal Terms
The Initial Term of the Annual License is twelve (12) months.
Upon expiration of the Initial Term, the Annual License shall, if purchased directly from Highsoft, automaticallyrenew for a subsequent Renewal Term of twelve (12) months (“Renewal”), unless either Party have notified
the other Party otherwise in writing no less than sixty (60) days prior to expiration of the ongoing term inaccordance with section 7. The same shall apply upon expiration of a Renewal Term.
Licensee acknowledges and accepts that these T&Cs may be amended from time to time, to reflect changes
in Highsoft’s business or license model or to the terms and conditions under which Highsoft is willing to offer
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Subscription for Annual License to Highsoft Softwareits Software. Upon Renewal of the Annual License, the Annual License shall be governed by the T&Cs
applicable at the time of Renewal.
Notwithstanding anything to the contrary in these T&Cs, Annual Licenses purchased from one of Highsoft’s
authorized resellers shall not automatically renew and shall as such automatically expire without notice upon
the end of the Initial Term.
During the term of the Annual License, Licensed Software shall be made available by Highsoft and Licensee
shall be authorized to download such Licensed Software from the Highsoft Website.

6.2 Termination
Licensee may terminate the Annual License without cause at any time by providing Highsoft with written noticeat least sixty (60) days prior to expiration of the ongoing term (whether it is an Initial Term or Renewal Term).
Such termination shall become effective upon expiration of said ongoing term.
Either Party may terminate the Annual License with immediate effect in the event of a material breach of these
T&Cs by the other Party.
Upon termination or expiration of the Annual License, Licensee shall immediately cease all use and distributionof Licensed Software. Highsoft will send to Licensee a notice of termination or expiration, as applicable.

7. Annual License Fee, Renewal Fee and Payment Terms
Upon the Delivery Date, Licensee shall pay the applicable Annual License Fee.
Upon expiration of the Initial Term, or any subsequent Renewal Term, as applicable, and the simultaneouscommencement of a Renewal Term, Licensee’s credit card will be charged the Renewal Fee. The Renewal
Fee will be in accordance with Highsoft’s then-current list price for such renewal of the Annual License. Upon
commencement of a Renewal Term, Highsoft will send to Licensee a confirmation on purchase, along theapplicable T&Cs, and the License Statement will be updated accordingly.
Unless full payment of all applicable fees is made by Licensee by credit or Pay Pal 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
Fee 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 thescope of the Annual License granted, as detailed in the License Statement. Licensee hereby accepts andagrees that to the extent Licensee’s usage of the Software at any time exceeds the agreed scope of theAnnual License, Highsoft may, following notice to Licensee, invoice Licensee for such exceeding use andbased on the applicable fees at the time of use, regardless of whether such use may also constitute a breach
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of this Agreement giving cause for other remedies, such as termination of the Annual License or thisAgreement.
Each Party shall be fully and solely responsible for payment of any bank charges and/or local taxes imposedby the law of that Party's home country related to the purchase of Licensed Software or Renewal, and eachParty 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 caseof Norwegian customers. Licensee may not withhold any part of the invoiced amount as payment of taxes.
The Annual License and accompanying rights including any subsequent Renewals is granted to Licensee on
the condition that all the due fees are paid to Highsoft in full and on time. In case of a failure to pay applicable
fees on time by an approved Affiliate included in the License (where applicable), Licensee shall be fully, jointly
and severally liable for any fees and late payment interest due to Highsoft by that Affiliate.

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 insofar as the descriptions are notmisleading.
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 inSoftware.
Each Party may use the other Party’s name and logos in its marketing, promotion and website, in accordancewith good business practice and as is reasonably necessary in order to describe and promote the Software or
SaaS Application(s) or Web Application(s), as applicable, including naming Licensee as a reference andshowcasing Licensee’s publicly available charts which includes Licensed Software for the purposes ofpromoting 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 are limited to Licensed Software provided to
Licensee under these T&Cs. The warranties and representations provided herein does not cover and shallunder no circumstances be deemed to cover any Official Integrations and Add-ons or Optional Dependencies.

9.2 Highsoft's Warranties and Representations
Highsoft warrants and represents that:

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i.

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 Annual License, or (b) until replaced by a newer
Release;ii.

Highsoft will perform its obligations under the Agreement in accordance with all applicable laws andregulations;

iii.

Highsoft has the full and unconditional ownership of Licensed Software;iv.

The Annual License does not infringe intellectual property rights of any Third Party;v.

The Licensed Software does not include any Third-Party software;vi.

Licensee may make full use of any license lawfully granted to it by Highsoft under these T&C in fullknowledge of the above;vii.

Highsoft has the requisite knowledge, personnel, resources and know-how to fully perform and deliver
Licensed Software and associated services as stipulated by these T&Cs in a professional manner;viii.

Highsoft has not intentionally placed, and will use its best efforts to avoid the placement of, any
Harmful Codes into Licensed Software provided under the Annual License. For the purpose of thissection 9.2, "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 suchan 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 andunapproved operating environments shall be as set forth in the documentation made available to Licensee onor 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 OTHERPARTY, 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 a SaaS Application or a Web Application pursuant to subscription toa SaaS License or SaaS+ License shall not in any manner expand Highsoft’s liabilities under the Annual
License. Thus, Highsoft shall not under any circumstance be neither responsible nor liable for any aspects of

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related to its reliability, uptime/downtime, functioning or fitness for purpose. Any obligations, liabilities orwarranties undertaken by Licensee towards its customers with respect to such SaaS Application(s) or Web
Application(s) shall apply only between mentioned parties, and Licensee hereby undertakes to indemnify andhold Highsoft harmless from and against any and all losses, clams and damages related to the reliability,
uptime/downtime, functioning or fitness for purpose of such SaaS Application(s) or Web Application(s).
In all events, Highsoft’s liability for damages to Licensee for any cause whatsoever related to the Annual
License and these T&Cs, shall be limited to the sum of the Annual License Fee.

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:i.

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);ii.

A copy of the notice(s) of copyright infringement is promptly sent to Highsoft in accordance withsection 15.10;

iii.

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;iv.

Notwithstanding item iii. above, Highsoft shall have sole control of the defense and any related
settlement negotiations in the case of legal proceedings; andv.

Licensee timely provides Highsoft with all necessary assistance, information and authority toperform 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 Licensed Software consistent with the Annual
License; (ii) modify such Licensed 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 thisAgreement shall terminate upon written notice.
Notwithstanding the foregoing, Highsoft's indemnity obligations under this section 11 shall under any
circumstances be limited to the sum of the Annual License Fee.

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:

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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 undertakethe additional obligations set forth in item ii to iv below with respect thereto;ii.

To use Confidential Information solely for the purpose of fulfilling its obligations under the Annual
License, 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;iii.

Not to duplicate any Confidential Information or any parts thereof;iv.

Not to disclose any Confidential Information to Third Parties except on a need-to-know basis, andprovided that each receiving entity or person has been priorly notified of and required to declare its
abidance to the relevant terms and conditions of these T&Cs.

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 haveagreed to in these T&Cs.
Upon expiration or termination of this Agreement, however occasioned, each Party shall remove, delete orotherwise destroy any 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 deletionhas been completed shall upon request be sent to the other Party without undue delay.

13.

Applicable Law and Venue

The Annual License and these T&Cs shall be governed by and construed in accordance with the laws of
Norway.
Any dispute, controversy or claim arising out of or relating to the Annual License and these T&Cs, or thebreach, termination, or invalidity thereof, should first be addressed amicably through negotiations. If theParties do not reach an amicable solution, either Party may bring any dispute, controversy or claim to be finallysettled by the regular courts of Norway. Both Parties hereby agree to and accept Sogn and Fjordane District
Court (Sogn og Fjordane tingrett) as exclusive legal venue, in the first instance.

14.

Non-assignment

Licensee may not assign or transfer all, or any part of its rights or obligations under the Agreement without
Highsoft’s prior written consent. Notwithstanding the foregoing, either Party may assign the Annual License in
its entirety to its Affiliate(s), or in connection with a merger, acquisition, corporate reorganization, or sale of allor substantially all of its assets. In such case, the assigning Party shall notify the other Party in writing without
undue delay, and unless otherwise agreed upon in writing, the Agreement shall bind, and inure to the benefitof the Parties, their respective successors, and permitted assigns.
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15.

Processing of Personal Data

To the extent any purchase under these T&Cs 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 inHighsoft´s privacy policy, available at the Highsoft Website.
The Licensee hereby undertakes to provide any persons or personnel which is or might be affected by thecollecting of personal data under the Annual License with due information about Highsoft’s privacy policy.

16.

Miscellaneous

16.1

Survival

On termination or expiration of the Annual License, for whatever reason, sections 2, 10, 12 and 13 shallsurvive.

16.2

Relationship Between Parties

The Parties are independent contractors, and the Agreement shall not constitute or be construed as
constituting either Party as partner, joint venture, agency or fiduciary of the other Party, as creating any otherform 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 rightor the authority to create or accept obligations on behalf of the other Party. Except as otherwise expressly
provided in this Agreement, 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.

16.3

Audit

During the term of the Annual License and once for a period of five (5) years thereafter, Highsoft shall havethe 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 these T&Cs. Such audit shall only be conducted under nondisclosure obligations, upon reasonable notice, which shall be no shorter than ten (10) calendar days andshall 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 shallcarry all of its costs associated with the audit.

16.4

Severability

In the event that any provision of these T&Cs is held to be invalid or unenforceable, the remaining provisionsof these T&Cs shall remain in full force.

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16.5

Waiver

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

16.6

Entire Agreement

These T&Cs is the entire agreement between Highsoft and Licensee relating to this relationship andsupersedes all prior or contemporaneous oral or written communications, proposals and representations
relating to that relationship.

16.7

Battle of Forms

Licensee’s purchase of an Annual License shall be governed solely by these T&Cs. 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 the agreement governing the Annual License, including but not limited to any letter or termsof engagement or the like, purchase order, invoice, acknowledgment, delivery receipt, confirmation or otherdelivery or acceptance document issued by or on behalf of either Party, shall be void, and of no force or effectto the extent such are in breach of or contradiction with these T&Cs.

16.8

Amendments

No amendment to, or modification of this Agreement or the scope of the Annual License hereunder shall bebinding unless made in writing and signed by the Parties.

16.9

License Statement and changes to the Annual License

Highsoft shall confirm Licensee’s purchase of the Annual License by issuing a License Statement, which is an
automatic generated document provided as a link to Licensee, summarizing the agreed details of the Annual
License granted by Highsoft to Licensee.
The License Statement shall expressly state:i.

The Licensee’s business details;ii.

Licensee’s point of contact (email address) to whom notices under this Agreement shall be sent;iii.

The chosen Annual License type;iv.

The Licensed Software product(s) included in the Annual License;v.

The Delivery Date and the commencement of potential Renewal Terms;

vi.

The Annual License identification number;vii.

The number of authorized Developers;

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viii.

The SaaS Application(s) and/or Web Application(s), into which Licensed Software may beincorporated pursuant to a SaaS License or a SaaS+ License, if applicable.

ix.

The Specific Affiliate(s) approved by Highsoft to be included as Licensee(s) under the License (whereapplicable).

In the event Licensee wants to make any changes to the License, such as by adding additional software
products to Licensed Software, change the name of Licensee’s SaaS Application(s) or Web Application(s) (ifapplicable), or if Licensee wants to expand the scope of the License for example by adding Developer seats,
Licensee shall notify Highsoft in writing and Highsoft shall update the License Statement accordingly. If
Licensee wants to make any other changes to the Annual License, Licensee must contact Highsoft, and theParties shall seek to agree to any such change on a case-by-case basis.
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 toviii above.

16.10 Notices
All notices to be given under the Annual License to Highsoft shall be sent either by email tosales@highsoft.com 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 an accurate e-mail 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 theother Party at the stated address.

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