CLARIS PLATFORM BUNDLEANNUAL VOLUME LICENSE AGREEMENT
These Annual Volume License Agreement terms and conditions (“Agreement”) constitute a binding
legal agreement between you (“Licensee”) and Claris International Inc. and/or Claris International(collectively referred to as “Claris”) after Claris processes your initial order and Claris sends you written
confirmation. Licensee confirms that it accepts all the terms and conditions and specificallyunderstands the legal requirements regarding future renewal or de-installation of the software.
1.

License.
(a)

Products.

(i)
Software. For purposes of this Agreement “Software” means Claris FileMaker Server,
Claris FileMaker Pro, Claris FileMaker Go, Claris Server, Claris Pro, Claris Go and any other software
licensed by Licensee as confirmed in the Claris contract system.
(ii.)
Additional Services. As part of the Claris Platform Bundle license program, you will
receive the following additional subscriptions:
A Claris Connect standard subscription, which is subject to the Claris Connect Terms of Service
included with the service and available here:
https://www.claris.com/company/legal/docs/eula/connect/claris_connect_eula_en.pdf.
A Claris Studio subscription, which is subject to the Claris Studio Terms of Service included with theservice and available here: https://www.claris.com/company/legal/docs/eula/clarisstudio/claris_studio_eula_en.pdf(b)License Grant. Upon payment of all applicable fees and subject to the terms of thisAgreement, Claris grants to Licensee a non-exclusive, non-transferable license during the term to install and use
the Software as described in this section. The term “License Count” as used herein refers to the number of users
authorized to use the Software. Licensee must purchase a User License for each unique individual in its company
or organization who will have any access to the Software. This unique individual who has a license to access theSoftware is defined as a “User.” Licensee will receive 3 licenses of Claris FileMaker Server software and threelicenses of Claris Server software, unless granted additional licenses in writing by Claris. Each User has the rightto access data stored in Claris FileMaker Server using the Claris FileMaker WebDirect web browser client, theClaris FileMaker Go client and/or the Claris FileMaker Pro client (collectively “FileMaker Client(s)”). Each Useralso has the right to access data stored in Claris Server using the Claris WebDirect web browser client, the Claris
Go client and/or the Claris Pro client (collectively “Claris Clients”). A User can only use the FileMaker Clients toaccess Claris FileMaker Server and the Claris Clients to access Claris Server. Only licensed Users can accessand use the Software provided under this agreement. Licensee may not allow any additional individuals to accessand use the Software unless Licensee purchases additional User Licenses for those individuals (e.g. If you
purchase a 10 User License you may only allow 10 unique individuals total to access both the Claris FileMaker
Servers and Claris Servers and all the FileMaker Clients and Claris Clients.) Licensee may reassign a User
License to a new individual in its company or organization only if the current User will no longer need any accessto the Software.

Licensee may only use the Software during the term of this Agreement, and all use of the Software mustcease on the Expiry Date stated in the Claris contract system, unless the Software is subsequently
purchased or the agreement is renewed in accordance with Section 4(a)(3) or Section 4(b).
Claris will provide Licensee with a unique License Key for use with the FileMaker software products (Claris
FileMaker Server, Claris FileMaker Pro and Claris FileMaker Go), and such License Key must be kept confidential
and used solely for the purpose of enabling Licensee to use the Software in accordance with the terms andconditions of this Agreement.
(c)
Ownership. Licensee owns the media on which the Software is recorded, but Licensee
acknowledges that Claris and its licensors retain ownership of the Software itself.
(d)
End User License Agreement. The terms and conditions stated in the end user license
agreement (“EULA”) provided with the Software will govern the use of each respective copy of the Software used
under this License, except that the EULA does not constitute the granting of any additional license to theSoftware.
(e)
Education. If the Software is licensed at an education discount, then the Software may only be
used by enrolled students, faculty, teachers, staff and administrators at an accredited educational institution (orequivalent) or higher education institution organized and operated exclusively for the purpose of teaching its
students.
(f)
Data API/OData License. Claris FileMaker Server software includes the FileMaker Data
API/OData features and Claris Server software includes the Claris Data API/OData features (collectively referred
to as “Data API/OData Features”). The Data API Feature allows Licensee to pull and push data from and to the
database on its Claris FileMaker Server or Claris Server respectively by making REST API data requests (each a“Data Request”) to the database on its Claris FileMaker Server or Claris Server. The number of Data Requests
Licensee may make is limited by the amount of API data transfer (“API Data Transfer”) Licensee receives with its
contract. For inbound Data Requests (pulling data into the database on Licensee’s Claris FileMaker Server orClaris Server) Licensee has unlimited API Data Transfer. For outbound Data Requests (pushing data out from thedatabase on Licensee’s Claris FileMaker Server or Claris Server) Licensee is limited to the API Data Transfer
included with its contract along with any additional API Data Transfer that it purchases. The API Data Transfer
Licensee receives under its User License contract is shared among all the Claris Server licenses or all Claris
FileMaker Server licenses it receives under its User License contract. There is a separate allotment of Data API for
the Claris Server licenses versus the Claris FileMaker Server licenses and that allotment cannot be shared ortransferred over. The API Data Transfer Licensee receives is for an annual term based on the start date ofLicensee’s contract, and any unused API Data Transfer will not roll over to the next annual term.
(g)Claris ID Account. In order to use the Claris platform (including Claris Studio, Claris Server,
Claris Pro, Claris WebDirect and Claris Go) each User needs to create a Claris ID, a unique user name andpassword combination, which is required in order to sign in to use the Claris platform. A User must not reveal
their Claris ID Account information to anyone else. Licensee and its Users are solely responsible for maintaining
the confidentiality and security of User Accounts and for all activities that occur on or through Users’ Accounts,and Licensee and its Users agree to immediately notify Claris of any security breach of or unauthorized access toUsers’ Accounts. Users further acknowledge and agree that Users will not share Account and/or password
details with another individual. To the fullest extent permitted under applicable law, Claris shall not be
responsible for any losses arising out of the unauthorized use of Licensee’s Account or of any of Licensee’s User
Accounts.
In order to use the Claris platform, each User must enter their Claris ID and password to authenticate
their Account. Licensee and its Users agree to provide accurate and complete information when registering with,and using, the Claris platform (“Account Registration Data”), and Licensee agrees its Users will keep their

Account Registration Data accurate and complete at all times. Failure to provide accurate, current and complete
Account Registration Data may result in the suspension and/or termination of a User’s Claris ID Account.
2.

Restrictions(a)General Restrictions. Licensee acknowledges that the Software contains trade secrets and toprotect them, Licensee may not decompile, reverse engineer, disassemble or otherwise reduce the Software to
any human- perceivable form except as permitted under applicable law. Licensee may not modify, sell, rent,
lease, loan, distribute (except as expressly permitted by this License), or create derivative works based upon the
Software in whole or in part.
(b)
Notices. Licensee shall: (i) not remove any copyright notices or proprietary legends from theSoftware; (ii) reproduce on all copies of the Software the copyright notice and any other proprietary legends thatwere on the original copy of the Software; (iii) not disclose the unique License Key to anyone except as required
to use the Software as permitted under this Agreement; and (iv) take reasonable steps to ensure that each userof the Software is aware of and complies with the terms and conditions of this Agreement.
(c)Restricted Uses. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATIONS SYSTEMS, OR AIR TRAFFIC CONTROLOR SIMILAR ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH,PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(d)No Transfer or Assignment. LICENSEE MAY NOT TRANSFER OR ASSIGN ANY PORTION
OF THIS AGREEMENT TO ANOTHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF CLARIS.
3.

Maintenance Software(a)Definitions.
(i) “Maintenance Software” includes both Upgrades and Updates.
(ii) “Upgrade” means an improvement to an existing product through added functionality
and/or enhanced performance.
(iii) “Update” means bug fix updates
containing fixes, compatibility updates to maintain compliance with specifications, andstandards compatibility updates to interoperate with specific standards.

(b)
Maintenance License. As part of this Agreement, Licensee’s rights to use the Software will
extend to the Maintenance Software that is commercially released during the term of this Agreement. Claris will
provide or make available to Licensee a master copy of such Maintenance Software commercially released
during the term of this Agreement.
(c)Restrictions and Disclaimers. Licensee’s rights to Maintenance Software does not grant
Licensee the right to acquire products bearing different names or special versions of the Maintenance Software
created for certain customers or market segments, even though they may contain similar features or perform
similar functions. From time to time products will be offered in the retail or other channels in different
configurations as special promotions, which will not be made available as Maintenance Software, except in thesole discretion of Claris. MAINTENANCE SOFTWARE WILL BE DEVELOPED AND RELEASED BY CLARIS AND
ITS LICENSORS IN THEIR SOLE DISCRETION. CLARIS AND ITS LICENSORS DO NOT WARRANT OR
REPRESENT THAT THEY WILL DEVELOP OR RELEASE ANY MAINTENANCE SOFTWARE DURING THE TERM
OF THIS AGREEMENT. CLARIS AND ITS LICENSORS DO NOT WARRANT THAT THE MAINTENANCE
SOFTWARE WILL BE PROVIDED TO LICENSEE OR MADE AVAILABLE WITHIN ANY SPECIFIED TIME PERIODFOLLOWING THE COMMERCIAL RELEASE OF SUCH MAINTENANCE SOFTWARE.
4.

Term & Termination.

(a)Initial Term. This Agreement will commence on the Contract Date and will terminate on the
Expiry Date stated in the Claris contract system (“Initial Term”), unless the Agreement is renewed or terminatedunder the provisions of this Section 4. Following the Initial Term, Licensee can:(1) Renew the Agreement under Section 4(b);(2) Terminate the Agreement under Section 4(d) and cease all use of the Software; or(3) Relicense the software under another Claris license programs under its then-current
terms.
(b)
Renewal Term(s). Following the Initial Term, the Agreement may be renewed for an additional
one-year term or a multi-year term (if approved by Claris) as follows. Licensee must confirm its License Count on
or before each annual anniversary date to Claris in writing and pay the then current license renewal fees in orderto renew the Agreement. Claris will confirm such renewal by issuing a license certificate that states the new
Expiry Date and updating the Claris contract system. Please note the products and features available at the timeof renewal may be different from those available during the Initial Term.
(c)
Breach. If any breach of this Agreement by Licensee continues for more than ten (10) days
after receipt of written notice of such breach by Claris, Claris may terminate this Agreement by written notice toLicensee, whereupon this Agreement and all rights granted to Licensee herein shall immediately cease. Breach ofthis Agreement includes, but is not limited to, Licensee’s failure to pay any license fees when due.
(d)Effect of Termination. Upon expiry or termination of this Agreement for any reason, alllicenses under this Agreement are immediately terminated, and Licensee will cease all use, installation andcopying of the Software. Within thirty (30) days following expiry or termination, Licensee must submit therequired notice in the Claris contract system, confirming that Licensee has ceased all use of the Software andconfirming that copies of the Software have been deleted or destroyed. If Claris does not receive Licensee’s
notice within thirty (30) days, then Claris may (i) invoice Licensee and Licensee is required to continue paying thelicense fees; and/or (ii) take steps to deactivate the Software so that Licensee may not continue to use it. Anyfees paid to Claris under this Agreement are non-refundable upon expiry or termination of this Agreement.
(e)Survival. Sections 1(b), 2, 4, 5, 6, 7 and 11 shall survive expiry or termination of this Agreement.

5.
Limited Warranty. Claris warrants for a period of ninety (90) days from the initial Contract Date statedin the Claris contract system that the Software as provided by Claris will substantially conform to the publishedspecifications for the Software available from Claris. Claris entire liability and Licensee’s sole and exclusive
remedy for any breach of the foregoing limited warranty will be, at the option of Claris, replacement of the media,
refund of the purchase price, or repair or replacement of the Software. THIS LIMITED WARRANTY IS THE ONLYWARRANTY PROVIDED BY CLARIS AND CLARIS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHERWARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH
LICENSEE’S ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTYPROPRIETARY RIGHTS BY THE SOFTWARE. CLARIS DOES NOT WARRANT THAT THE FUNCTIONSCONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF
THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL
BE CORRECTED. FURTHERMORE, CLARIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONSREGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY CLARIS, OR AN AUTHORIZED REPRESENTATIVE OF CLARIS SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOTALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY
NOT APPLY TO LICENSEE.

6.
Limitation of Remedies and Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE,
SHALL CLARIS, OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF CLARIS, ITS
LICENSORS OR AN AUTHORIZED REPRESENTATIVE OF CLARIS HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION
MAY NOT APPLY TO LICENSEE. In no event shall Claris or its licensors’ total liability for all damages, losses, andcauses of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid under
this Agreement. The parties agree that this limitation of remedies and damages provision shall be enforced
independently of and survive the failure of essential purpose of any warranty remedy. THE ABOVE LIMITATIONWILL NOT APPLY IN CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAWREQUIRES SUCH LIABILITY.
7.
Audit. No more than once per year and during ordinary business hours (after giving reasonable advancenotice) Claris, or at either party’s option, an independent third party reasonably acceptable to both parties, may
audit Licensee and its records relating to its payment obligations under this Agreement for the purpose ofconfirming Licensee’s compliance with this Agreement. At the request of Claris, Licensee will provide aknowledgeable employee to assist in such audit. If such audit reveals that Licensee has underpaid amounts
owing to Claris under this Agreement, Licensee will promptly pay Claris such past due amounts. If the amountwhich Licensee has underpaid in any period exceeds ten percent (10%) or more of the amounts actually owed toClaris for such period, Licensee will promptly reimburse Claris for the direct out-of-pocket expenses incurred in
conducting such audit.
8.
Support. Claris is not obligated to provide Licensee any technical support services for Licensee’s use of
the Software under this Agreement. Licensee may order additional support services currently offered by Claris
during the term of this Agreement.
9.
Export Control. Licensee may not use or otherwise export or re-export the Software except asauthorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular,
but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or(b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department ofCommerce Denied Person’s List or Entity List. By using the Software, Licensee represents and warrants that
Licensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use theSoftware for any purposes prohibited by United States law, including, without limitation, the development,
design, manufacture or production of missiles, nuclear, chemical or biological weapons.
10.
Government End Users. This Software and related documentation are “Commercial Items”, as thatterm is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer
Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.
Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, theCommercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end
users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of theUnited States.
11.
General Terms. If there is a local subsidiary of Claris in the country in which this Agreement waspurchased, then the local law in which the subsidiary sits shall govern this License. Otherwise, this Agreement
shall be governed by the laws of the United States and the State of California. The parties agree that the United
Nations Convention on Contracts for the International Sale of Goods (1980), as amended, is specifically
excluded from application to this License. This Agreement constitutes the entire Agreement between the parties
with respect to the Software licensed under these terms, and it supersedes all prior or contemporaneous
Agreement, arrangement and understanding regarding such subject matter. This Agreement prevails over any
other terms or conditions contained in or referred to in Licensee’s purchase order or elsewhere or implied bytrade custom or course of dealing, unless those other terms or conditions are specifically agreed to in writing by a

duly authorized representative of Claris. Any purported provisions to the contrary are hereby excluded or
extinguished. Licensee acknowledges and agrees that it has not relied on any representations made by Claris,
however, nothing in this Agreement shall limit or exclude liability for any representation made fraudulently. No
amendment to or modification of this Agreement will be binding unless in writing and signed by Claris. If any
provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision
will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain
in full force and effect. No failure or delay by Claris in exercising its rights or remedies shall operate as a waiver
unless made by specific written notice. No single or partial exercise of any right or remedy of Claris shall operate
as a waiver or preclude any other or further exercise of that or any other right or remedy.
WWE AVLA 090822