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
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;
Highsoft’s website shall be;
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
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:
Highcharts Developer Licenses. Limited to Single, 5 and 10 Developers Licenses.
Highcharts Single Website License
iii. Highstock Developer Licenses, Limited to Single, 5 and 10 Developers Licenses.
iv. Highstock Single Website License.
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
Highsoft may display Reseller name and/or logo on their website, made available for Highsoft’s
Reseller shall make purchase of the software available for their customers through Resellers
Reseller shall deliver Highsoft’s standard License Agreement to its potential and purchasing
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.
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
Reseller must inform Highsoft after such registration and if Reseller wishes to register additional
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
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
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
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:
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:
Highsoft Standard License Agreement
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.