ANNUAL SITE LICENSE AGREEMENT
These Annual Site 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 confirmsthat it accepts all the terms and conditions and specifically understands the legal requirements regarding future
renewal or de-installation of the software.
1.

License.

(a)
Software. For purposes of this Agreement “Software” means Claris FileMaker Pro (“FileMaker
Pro”) and Claris FileMaker Server (“FileMaker Server”). Software may also include additional Software if confirmed
by Claris in writing that such additional Software is added to this Agreement.
(b)
License Grant. Licensee represents that the “License Count” provided by Licensee is its current
total headcount for Licensee’s entire entity as identified by Tax ID#, site address or other identification
acknowledged in writing by Claris. Upon payment of all applicable license fees and subject to the terms of thisAgreement, Claris grants to Licensee a non- exclusive, limited term, nontransferable license to (i) make exact
object code copies of the Software, and (ii) install and use such Software on computers owned or leased by
Licensee at its site. Licensee may not install more copies of FileMaker Server software than the License Count.
Only Licensee’s authorized users (as defined in Section 1(d)) that are included in the License Count may use theSoftware only during the term of this Agreement, and all use of the Software must cease on the Expiry Date statedin the Claris Contract system, unless the Software is subsequently purchased or the agreement is renewed inaccordance with Section 4(a)(3) or Section 4(b). Claris will provide Licensee with a unique License Key, and such
License Key must be kept confidential and used solely for the purpose of enabling Licensee to use the Software inaccordance with the terms and conditions of this Agreement. Licensee shall be solely responsible for all expenses
incurred in the copying and installation of the Software by Licensee.
(c)Increased License Count. The parties acknowledge that Licensee’s License Count may increaseduring the term of this Agreement. Licensee is not obligated to pay Claris for increased use during an annual term
so long as the increase in License Count does not exceed 10% of the License Count paid for by Licensee. At the endof an annual term, if the Agreement is renewed then Licensee must pay the new license fees for Licensee’s actual
count at that time. If you are under a multi-year annual contract, within (30) thirty days of the end of each annual
term you will need to count and purchase any additional seats used during that annual term even if you did notexceed 10%. If the License Count increases by more than 10% during any annual term, then Licensee must notify
and pay Claris the new license fees before such Software is used – fees will be calculated on a prorated basis forthe balance of the agreement period. If Licensee fails to pay the new license fees when required, then theAgreement will terminate. In all cases the renewal must be for 100% of the then current License Count.
(d)Authorized Users.
(i)
Licensees. The Software may be used by all employees of Licensee at facilities
governed by Licensee as identified by the Tax ID# or other identification acknowledged in writing
by Claris, provided that such employees are included in the License Count. Temporary
employees, contractors, and consultants of Licensee who work on-site at Licensee’s facilities may
also use the Software in connection with the operation of the business of Licensee so long as

such temporary employees, contractors and consultants were included in the License Count. Any
copies of the Software used by temporary employees, contractors and consultants must be
removed from such individual’s computers once they cease working at Licensee’s facilities orupon expiry or termination of this Agreement.
(ii)
Education. The Software may only be used by Licensee’s enrolled students,
faculty, teaching assistants, administrators and staff on Licensee’s computers at facilities
governed by Licensee during the term of the Agreement.
(iii)
Additional Restrictions. Licensee will use commercially reasonable efforts torestrict network or any other access to the Software by anyone outside of Licensee’s facilities
who is not authorized to use the Software.
(e)
FileMaker Clients. FileMaker Server Software includes the rights to access data stored in the
database server using Claris FileMaker WebDirect (“FileMaker WebDirect”) web browser clients, Claris FileMaker
Go (“FileMaker Go”) clients and FileMaker Pro clients (collectively “Client(s)”). Each Authorized User may use any
Client to connect to FileMaker Server.
FileMaker WebDirect and FileMaker Go clients are not restricted for use by Authorized Users (as defined in Section
1(d)).
(f)
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.
(g)
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 thisLicense, except that the EULA does not constitute the granting of any additional license to the Software.
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 Softwarein 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 Authorized
Users under this License; and (iv) take reasonable steps to ensure that each user of the Software is aware of andcomplies 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 CONTROL OR 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 THISAGREEMENT TO ANOTHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF CLARIS.
(e)
No Hosting for Third Parties. Licensee may only use the Software to host applications owned by
Licensee. Licensee may not use the Software to host applications owned by third parties, notwithstanding anyother terms in this Agreement.
3.

Maintenance Software

(a)Definitions.
(i)“Maintenance Software” includes both Upgrades and Updates.
(ii)“Upgrade” means an improvement to an existing product through addedfunctionality and/or enhanced performance.
(iii)“Update” means bug fix updates containing fixes, compatibility updates tomaintain compliance with specifications, and standards compatibility updates to interoperatewith 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 forcertain customers or market segments, even though they may contain similar features or perform similarfunctions. 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 the sole discretion ofClaris. 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 PERIOD FOLLOWING 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 must:

or

(i)
(ii)

Renew the Agreement under Section 4(b);Terminate the Agreement under Section 4(d) and cease all use of the Software;(iii)
Relicense the software under one of the other Claris license programs under
the then-current terms.
(b)
Renewal Term(s). Following the Initial Term, the Agreement may be renewed if approved by
Claris for an additional one-year term or a multi-year term as follows. Licensee must confirm its License Count in
the Claris Contract system on or before each Expiry Date and pay the license renewal fees in order to renew theAgreement. Claris will confirm such renewal by issuing a license certificate that states the new Expiry Date andupdating the Claris Contract system.
(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, all licenses
under this Agreement are immediately terminated, and Licensee will cease all use, installation and copying of the
Software. Within thirty (30) days following expiry or termination, Licensee must submit the required notice in the
Claris Contract system, confirming that Licensee has ceased all use of the Software and confirming 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 the license fees; and/or (ii) takesteps to deactivate the Software so that Licensee may not continue to use it. Any fees paid to Claris under thisAgreement are non-refundable upon expiry or termination of this Agreement.
(e)Agreement.

Survival. Sections 1(g), 2, 4, 5, 6, 7, 9 and 11 shall survive expiry or termination of this5.
Limited Warranty. Claris warrants for a period of ninety (90) days from the initial Contract Date stated in
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, refundof the purchase price, or repair or replacement of the Software. THIS LIMITED WARRANTY IS THE ONLY WARRANTYPROVIDED BY CLARIS AND CLARIS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONSOF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE,
THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE SOFTWARE OR AGAINSTINFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. CLARIS DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED 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 REPRESENTATIONS REGARDING 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 AUTHORIZEDREPRESENTATIVE OF CLARIS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THISWARRANTY. SOME JURISDICTIONS DO NOT ALLOW 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 RESULTFROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF CLARIS, ITS LICENSORS OR AN AUTHORIZEDREPRESENTATIVE OF CLARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO
NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THEABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. In no event shall Claris or its licensors’ total
liability for all damages, losses, and causes 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 LIMITATION WILL NOT APPLY IN CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THATAPPLICABLE LAW REQUIRES 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 amount which
Licensee has underpaid in any period exceeds ten percent (10%) or more of the amounts actually owed to Claris
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 as authorized
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) toanyone 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 that termis 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, the Commercial
Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Governmentend 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 the UnitedStates.
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 shallbe 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 fromapplication 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 by trade custom orcourse 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 thisAgreement 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 thisAgreement 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 andeffect. No failure or delay by Claris in exercising its rights or remedies shall operate as a waiver unless made byspecific 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 ASLA 060424