RESELLER AGREEMENT 2.1 This Reseller agreement (hereinafter referred to as the ”Agreement”) is made between Highsoft Solutions AS (hereinafter referred to as “Highsoft”) and Reseller (hereinafter referred to as “Reseller”). WHEREAS Highsoft is the owner of the software products. WHEREAS Reseller is a commercial business that wishes to resell these software products to their clients (the end-user). NOW THEREFORE, in consideration of the mutual covenants herein, Highsoft and Reseller hereby agree to be legally bound as follows: (Highsoft and Reseller hereinafter collectively referred to as the “Parties” or, individually, a “Party”) have today entered into the following Agreement: 1 Definitions Agreement Shall be this Agreement and all its appendices; Effective date shall be the date of when Reseller signed this Agreement; End-User shall mean Reseller´s customers that intend to purchase the Software; End-User License shall be considered to be Highsoft Standard License Agreement and the EndUser License Statement; End-User License Statement shall mean the document issued by Highsoft that specifies what License that have been acquired and to whom it has been assigned; Highsoft shall mean Highsoft Solutions AS, the developer and sole owner of the software; Highsoft Standard License Agreement shall mean the Software License Terms and Conditions made available from Highsoft’s website; Highsoft Web Shop Shall be shop.highsoft.com; Highsoft’s website shall be www.highcharts.com; Reseller Shall mean the contracting party to this agreement, with the intent to market and distribute the Software as described in this agreement; Resellers Customers shall mean all of Resellers customers; Software Shall be the software developed by Highsoft as described in clause 2; Background and Purpose Highsoft, has the intention to market the software through a Reseller as described in this agreement. The purpose of this Agreement is to grant Reseller a right to market and resell the Software. 2 The Software The software that is made available for Reseller to market and resell through this agreement is limited to as listed below, unless the parties specified agrees otherwise: i. Highcharts Developer Licenses. Limited to Single, 5 and 10 Developers Licenses. ii. Highcharts Single Website License iii. Highstock Developer Licenses, Limited to Single, 5 and 10 Developers Licenses. iv. Highstock Single Website License. v. Highslide Commercial Website License vi. Highslide Commercial Unlimited License The software is made available for download for End-Users through Highsoft’s website. 3 Pricing and Promotion 3.1 Promotion Highsoft may display Reseller name and/or logo on their website, made available for Highsoft’s customers. Reseller shall make purchase of the software available for their customers through Resellers channels. Reseller shall deliver Highsoft’s standard License Agreement to its potential and purchasing customers. 3.2 Pricing Reseller retail price shall not be lower than Highsoft’s at all times current price list. At its own discretion, Highsoft reserves the right to alter license-prices, without further notice. Such price alteration shall not have effect on orders placed by Reseller and confirmed by Highsoft, before publication of such. The Reseller shall purchase the Software from Highsoft based on Highsoft’s at all times current price list. Unless the parties specified agrees otherwise, Reseller receives 10 % discount to Highsoft’s at all times current pricelist of the software set forth in clause 2. Highsoft will invoice Reseller based on each purchase by Reseller from Highsoft’s Web Shop. If Reseller fails to provide payment for the License to Highsoft, Highsoft reserves the right to contact End-User and cancel the License. 3.3 Tax Each Party shall cover their own respective tax, which may be due, or owing in connection with either the making of this Agreement or any of the payments or other transactions contemplated by this Agreement. 4 Purchase Process Upon becoming a Reseller of the Software, Reseller shall register as a customer in Highsoft Web Shop. Reseller must inform Highsoft after such registration and if Reseller wishes to register additional accounts. The email address(es) registered will be used to send all future invoices and End-User Licenses. When Reseller wishes to purchase the Software it shall log onto its account in Highsoft Web Shop and choose the respective Software product from Highsoft Web Shop. Reseller’s discount applies automatically in Reseller shopping cart. End-User shall not register in Highsoft Web Shop. 5 Appointment of Reseller, Legal Status Neither Party shall have any authority or right to act for or on behalf of the other Party in any matter whatsoever, or to bind the other Party in any way. The Reseller is hereby appointed as a non-exclusive Reseller of the software. The Reseller is hereby granted the right to use a Single Developer License of the software under Highsoft Standard License Agreement, as set forth in Appendix A – Resellers License Statement. 6 Obligations and Undertakings of Reseller Reseller shall resell and promote the software as it is under Highsoft Standard License Agreement to its clients, as an independent contractor. Reseller shall safeguard the interests of Highsoft with the due diligence of a responsible business entity and shall not act in any manner that will bring Highsoft into disrepute. Reseller shall use its best endeavors to sell the software and shall at its own cost, provide and maintain a sufficient organization and sales-force to enable it to fulfill this commitment. Reseller shall exercise its best efforts to actively promote the Software. All Software licenses sold by Reseller to End-User shall be under Highsoft Standard License Agreement. The Reseller shall use the Highsoft trademarks, product names or any other symbols connected with the Software, when marketing, distributing and reselling. Highsoft will provide all technical support to End-User as specified in the Highsoft Standard License Agreement. Any alterations to Agreement and/or Licensed software must be negotiated by Highsoft and EndUser and distributed through the Reseller, outside this agreement. Either party may hold, use, apply for or in other ways acquire trademark rights that incorporate, copy or imitate or in other ways relate to the Software name/trademark or to related modules or components. 7 Obligations of the Parties The Software will be made available to Resellers and their clients from Highsoft’s Website. Reseller must provide Highsoft with necessary End-User information. Highsoft shall provide the Reseller with adequate technical information necessary for the marketing and resale of the Software. 8 Force Majeure Either Party shall be entitled to suspend performance of its obligations under the Agreement to the extent that such performance is impeded by any of the following circumstances: fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo or similar circumstances beyond the control of the Parties. The Party claiming to be affected by force majeure shall notify the other Party in writing without delay on the intervention and on the discontinuation of such circumstances. Regardless of what might otherwise follow from the Agreement, either Party shall be entitled to terminate the Agreement by notice in writing to the other Party if performance of the Agreement is suspended under this section for more than three months. 9 Confidentiality Neither Party shall during this Agreement, or at any time thereafter, disclose nor avoid to use all reasonable endeavors to prevent others from disclosing, any data, records, technical or other information concerning the operations or property of the other to any other person except where disclosure is necessary for the performance of this Agreement. The Parties shall not use any such information for any purpose other than the performance of its obligations under this agreement. Neither Party shall manufacture or have manufactured any derivatives, components or assemblies utilizing any of the other's confidential information, either during the term of this Agreement or after its termination. The obligation of confidentiality contained in this clause shall not extend to information which: Is or becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this clause; Is known by the Party claiming the benefit of this clause before the date of this Agreement and is not under any obligation of confidence; or Lawfully becomes available to the Party claiming the benefit of this clause by a third party (the burden of proof resting on party so claiming). 10 Term and Termination 10.1 Term This Agreement is effective as of the Effective Date and will be valid until termination. 10.2 Termination for Breach Either Party will have the right to terminate this Agreement immediately upon written notice at any time if the other Party is in material breach of any warranty, term, condition or upon discovering that the other Party has commenced liquidation or bankruptcy, or upon covenant of this Agreement and fails to cure that breach within thirty (30) days after written notice of that breach and of the first Party's intention to terminate. 10.3 Termination by Notice Each Party shall have the right to terminate this Agreement unilaterally at any point of time upon 90 days written notice to the other Party. 11 Non Assignment None of the rights or obligations hereunder may be assigned or transferred to any third party. 12 Governing Law, Jurisdiction and Venue This Agreement shall be governed by and be construed in accordance with Norwegian law. Any dispute, controversy or claim arising out or relating to this Agreement, or the breach, termination or invalidity thereof, the Parties shall seek to solve amicably through negotiations. If the Parties fail to solve such dispute, controversy or claim by an amicably written agreement within thirty (30) days after such negotiations have been initiated by one of the Parties, such dispute, controversy or claim shall be finally settled by the courts of Norway that shall have exclusive jurisdiction over all disputes arising in connection with this Agreement. Oslo Chamber of Commerce (OCC) is chosen as exclusive legal venue. 12.1.1 Appendix A – Resellers License Statement This Appendix confirms that Reseller has the legal right to use the following product: i. Highstock Single Developer License The Highstock License includes all features og Highcharts and Highstock. The Single Developer License allows Reseller to have one developer install, use and further develop the Software with an unlimited number of SaaS projects, web applications, intranets, and websites for Reseller Company’s own usage. EULA: Highsoft current Standard License Agreement. Usage of this License shall not breach with Highsoft Standard License Agreement. If reseller wishes to upgrade its Highstock Single Developer License, reseller discount applies as set forth in clause 3. 12.1.2 Appendix B – End-‐User License Agreement The End-User License Agreement consists of two parts: i. Highsoft Standard License Agreement ii. End-User License Statement The license and the invoice will be issued by email to Reseller after completion of Purchase Process as specified in clause 4 in this Agreement. Unless otherwise specified agreed upon, Highsoft will not correspond with End-User directly. Reseller is obligated to provide Highsoft Standard License Agreement to End-User. Reseller is obligated to provide the End-User License statement to End-User. The Software will be made available for End-User from Highsoft’s Website.
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