CLARIS STUDIO TERMS OF SERVICETHIS LEGAL AGREEMENT (THE “TERMS”) BETWEEN YOUR COMPANY OR
ORGANIZATION (REFERRED TO AS “COMPANY,” “YOU,” AND “YOUR”), ON THE ONE
HAND AND CLARIS INTERNATIONAL INC. AND /OR CLARIS INTERNATIONAL(COLLECTIVELY REFERRED TO AS “CLARIS”) ON THE OTHER HAND, GOVERNS YOURUSE OF THE CLARIS STUDIO (“CLARIS STUDIO”) PRODUCT, SOFTWARE, SERVICES,AND WEBSITES (COLLECTIVELY REFERRED TO AS THE “SERVICE”). IT IS IMPORTANT
THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS. BY CLICKING“AGREE,” YOU ARE AGREEING THAT THESE TERMS WILL GOVERN YOUR ACCESSOR USE OF THE SERVICE. YOU FURTHER AGREE THAT YOU HAVE FULL LEGALAUTHORITY TO BIND YOUR COMPANY OR ORGANIZATION TO THESE TERMS. IF
YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND YOUR COMPANY OR
ORGANIZATION OR DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE” AND
CONTACT CLARIS.
Claris is the provider of the Service and compatible Claris offerings that connect with theService (including, without limitation, Claris FileMaker Go, Claris FileMaker Pro, Claris
FileMaker Server, Claris Go, Claris Pro, and Claris Server). The Service permits You to create
Submission Forms and send them to users within your organization or individuals outside
your organization to input data into your forms, and you can also create Views to display andmodify data for your Users (the “Permitted Use”) only under the terms and conditions set
forth in these Terms.
1.

REQUIREMENTS FOR USE OF THE SERVICE

A.
Compliance with Service Terms and Policies. You are solely responsible for Yourand Your Users’ (as defined in section 2(b) below) use of the Service, and You will ensure thateach User fully complies with these Terms, the Claris Privacy Policy located athttps://www.claris.com/company/legal/privacy and any applicable End User License
Agreements or other terms or agreements that accompany any of the compatible offerings
such as Claris FileMaker Go, Claris FileMaker Pro, Claris FileMaker Server, Claris Go, Claris
Pro or Claris Server (collectively, “Applicable Policies and Agreements”). To that end, You
will (i) be responsible for each User’s compliance with all Applicable Policies and Agreementsand (ii) enforce all restrictions and obligations set forth in these Terms. You will ensure thatall Users are of legal age of majority in the jurisdiction in which they reside. You will prevent
unauthorized use of the Service by Your Users and terminate any unauthorized use of oraccess to the Service. You will promptly notify Claris of any unauthorized use of or access to
the Service.
You will have the ability to monitor, access or disclose certain user data associated with eachof Your Users’ Claris ID Accounts. You represent and warrant that, prior to deploying theService at your Company, You will obtain and maintain all necessary rights and consents

1from each User to: (1) provide and use the Service in accordance with and as contemplated
in these Terms; and (2) access, receive and use User data that may arise as part of theprovision of the Service.
B.
Limitations on Use. You agree to use the Service only for purposes permitted bythese Terms, and only to the extent permitted by any applicable law, regulation, or generally
accepted practice in the applicable jurisdiction. If Your use of the Service or other behavior
intentionally or unintentionally threatens Claris’s ability to provide the Service or othersystems, Claris shall be entitled to take all reasonable steps to protect the Service andClaris’s systems, which may include suspension of Your access to the Service. Repeatedviolations of the limitations may result in termination of Your Account.
You may not use the Service in any situation or environment where use, failure, delays, errors,
inaccuracies or fault of the Service could lead to death, personal injury or physical orenvironmental damage. For example, You may not use, or permit any other person to use,
the Service in connection with aircraft or other modes of human mass transportation,communication systems, nuclear or chemical facilities, weapons systems, or Class III medical
devices under the Federal Food, Drug, and Cosmetic Act.
You may not use or access the Service or Software to monitor availability, performance orfunctionality or for any other benchmarking or competitive purposes.
If You are a covered entity, business associate or representative of a covered entity or
business associate (as those terms are defined at 45 C.F.R § 160.103), You agree that You
will not use any component, function or other facility of Claris Studio to create, receive,
maintain or transmit any “protected health information” (as such term is defined at 45 C.F.R §160.103) or use Claris Studio in any manner that would make Claris (or any Claris Subsidiary)Your or any third party’s business associate.
C.
Availability of the Service. Claris makes no representation that (i) the Service, or any
feature or part thereof, will become available in a particular language or country or (ii) the
Service or any feature or part thereof complies with applicable laws of any other particularlocation. To the extent You choose to access and use the Service, You do so at Your own
initiative and are responsible for Your compliance with any applicable laws.
D.
Changing the Service or Terms. Claris reserves the right at any time to modify theseTerms and to add new or additional terms or conditions on your use of the Service. Suchmodifications and additional terms and conditions will be effective immediately andincorporated into these Terms. Your continued use of the Service will be deemed acceptancethereof. Claris shall not be liable to You for any modifications to the Service or terms ofservice made in accordance with this Section 1(D).
E.
Accessibility. Claris shall use reasonable efforts to make the Service available to You
and Your Users on a 24/7 basis, but Claris shall not be liable for, and Claris expressly
disclaims any liability for, any lack of availability of the Service for any reason, including(without limitation) any system backup or other routine maintenance (whether scheduled orunscheduled), communication network failures or force majeure events.

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F.
Support. Claris shall use reasonable efforts to provide You with support for use of theService as described in the Claris Support Policy located at:https://support.claris.com/s/answerview?anum=000023250&language=en_US.
G.
Compliance with Law. You agree that You are solely responsible, and remain liable,
for ensuring that Your use of the Service, including use of the Service by each of Your Usersand any other end users, fully complies with all applicable laws, including all privacy and dataprotection laws.
2.

FEATURES AND SERVICES

A.
Administrator of Your Team. Your Team Manager(s) will have access to Claris
Studio to manage users, create Submission Forms, view and modify data in views (“Views”)
and download Claris Pro and Claris Server. You understand that Claris is not responsible formanagement of the Service for You or Your Users.
B.
Claris Studio Users. You must purchase a Claris Studio user license for the numberof unique individuals in your company or organization that will need any access to the Service(each such individual, a “User”). If you have purchased access to the Service under a volume
license program (e.g., Problem Solvers Circle Site License program or Claris Platform Bundle
program) then you must purchase licenses for the number of individuals as stated in those
program terms. Each User can launch Claris Pro and access Claris Studio data within Claris
Pro apps. Users can create and fill out Submission Forms and also view and modify data in
Views mode.
C.
Claris ID Account. Claris Studio allows each User to create a Claris ID account(“Account”), a unique username and password combination, which is required in order to sign
in to use the Service. A User must not reveal their Account information to anyone else. You
and Your Users are solely responsible for maintaining the confidentiality and security of User
Accounts and for all activities that occur on or through Your Users’ Accounts, and You agree
to immediately notify Claris of any security breach of or unauthorized access to Your Users’
Accounts. You further acknowledge and agree that You and Your Users will not share Your
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 theunauthorized use of Your Account or of any of Your Users’ Accounts
In order to use the Service, each User must enter their Claris ID username and password toauthenticate their Account. You and Your Users agree to provide accurate and complete
information when You register with, and as You use, the Software or Service (“AccountRegistration Data”), and You agree to keep Your Account Registration Data accurate andcomplete at all times. Failure to provide accurate, current and complete Account Registration
Data may result in the suspension and/or termination of Your Account.
Claris ID Lost Credentials. Each User is responsible for maintaining their own Claris ID
credentials. If a User forgets or loses their password and is unable to reset his or her
password through the “Forget Password?” functionality, Claris will not be able to provide You
with access to Your Instance or any Content or data stored thereon.
3.

YOUR USE OF THE SERVICE
3

A.
Use of Other Claris Products and Services. Particular components or features of
the Service provided by Claris and/or its licensors, including but not limited to the ability to
use Claris FileMaker Go, Claris FileMaker Pro, Claris FileMaker Server, Claris Go, Claris Pro,or Claris Server require separate software or other license agreement or terms of use. You
must read, accept, and agree to be bound by any such separate agreement as a condition ofusing these particular components or features of the Service.
B.
No Conveyance. Nothing in these Terms shall be construed to convey to You any
interest, title, or license in a Claris ID, domain or subdomain name, or similar resource usedby You in connection with the Service. As between You and Claris, Claris owns all intellectual
property rights in and to any Claris ID, domain or subdomain name, or similar resource usedby You in connection with the Service.
C.
No Resale of Service. You agree that You will not reproduce, copy, duplicate, sell,resell, sublicense, rent or trade the Service (or any part thereof) for any purpose unlessauthorized to do so by Claris.
D.
Third Party Materials. The Service may display, include, or provide access tocontent, data, information, applications, services, or materials from third parties (“Third Party
Materials”) or provide links to certain third party web sites. By using the Services, you
acknowledge and agree that Claris is not responsible for examining or evaluating the content,
accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality
or any other aspect of such Third-Party Materials or web sites. Claris does not warrant orendorse and does not assume and will not have any liability or responsibility to you or any
other person for any third-party services, Third Party Materials or web sites, or for any othermaterials, products, or services of third parties.
4.

CONTENT AND YOUR CONDUCTA.
Content. “Content” means any information that may be stored, generated, accessedor encountered through use of the Service, such as data files, written text, graphics,
photographs, images, sounds, videos, messages and any other like materials. You
understand that all Content on the Service is the sole responsibility of the User or otherindividual from whom such Content originated. This means that You, and not Claris, aresolely responsible for any Content You upload, download, post, email, transmit, store orotherwise make available through Your use of the Service. You understand that by using theService You may encounter Content that You may find offensive, indecent, or objectionable,
and that You may expose others to Content that they may find objectionable. Claris does notcontrol the Content posted via the Service, nor does it guarantee the accuracy, integrity or
quality of such Content. You understand and agree that Your use of the Service and any
Content is solely at Your own risk.
B.

Your Conduct. You agree that You and Your Users will NOT use the Service to:
1. upload, download, post, email, transmit, store or otherwise make available any
Content that is unlawful, harassing, threatening, harmful, tortious, defamatory,
libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful,racially or ethnically offensive, or otherwise objectionable;4

2.

stalk, harass, threaten or harm another;3.
pretend to be anyone, or any entity, You are not — You may not impersonate
or misrepresent Yourself as another person, entity, another Claris Studio user, a Claris
employee, or a civic or government leader, or otherwise misrepresent Your affiliation
with a person or entity (and Claris reserves the right to reject or block any Claris ID or
email address which could be deemed to be an impersonation or misrepresentation ofYour identity, or a misappropriation of another person’s name or identity);4.
engage in any copyright infringement or other intellectual property infringement(including uploading any content to which You do not have the right to upload), or
disclose any trade secret or confidential information in violation of a confidentiality,
employment, or nondisclosure agreement;
5.
post, send, transmit or otherwise make available any unsolicited or
unauthorized email messages, advertising, promotional materials, junk mail, spam, or
chain letters, including, without limitation, bulk commercial advertising andinformational announcements;
6.
forge any TCP-IP packet header or any part of the header information in an
email or a news group posting, or otherwise putting information in a header designed
to mislead recipients as to the origin of any Content transmitted through the Service(“spoofing”);
7.
upload, post, email, transmit, store or otherwise make available any material
that contains viruses or any other computer code, files or programs designed to orthat may or do harm, interfere or limit the normal operation of the Service (or any part
thereof), or any other computer software or hardware;
8.
interfere with or disrupt the Service (including accessing the Service throughany automated means, like scripts or web crawlers), or any servers or networks
connected to the Service, or any policies, requirements or regulations of networks
connected to the Service (including any unauthorized access to, use or monitoring ofdata or traffic thereon);
9.

plan or engage in any illegal activity; and/or

10.
gather and store personal information on any other users of the Service to be
used in connection with any of the foregoing prohibited activities.
C.
Removal of Content. You acknowledge that Claris is not responsible or liable in any
way for any Content provided by others and has no duty to pre-screen such Content.
D.
Storage of Content. Claris will store Your Content (along with all other Content
stored on or through Your Instance) in a data center located in the United States or in anothergeographic region, as more regions become available, in Claris’s sole discretion. Each ofYour User’s Content will be stored in Your data center regardless of the geographic locationof each such User. You are responsible for providing notice of this provision to each User

5

and for ensuring that each such User fully complies with applicable law with respect to any
Content each User posts to Your Instance. Claris may move Your Content to a new data
center if one becomes available or for any other reason.
E.
Access to Your Account and Content. Claris reserves the right to take steps Claris
believes are reasonably necessary or appropriate to enforce and/or verify compliance withany part of these Terms. You acknowledge and agree that Claris may, without liability to You,
access, use, preserve and/or disclose Your Account information and Content to law
enforcement authorities, government officials, and/or a third party, as Claris believes isreasonably necessary or appropriate, if legally required to do so or if Claris has a good faithbelief that such access, use, disclosure, or preservation is reasonably necessary to: (i) comply
with legal process or request; (ii) enforce these Terms, including investigation of any potential
violation thereof; (iii) detect, prevent or otherwise address security, fraud or technical issues;or (d) protect the rights, property or safety of Claris, its users, a third party, or the public asrequired or permitted by law.
F.
Copyright Notice – DMCA. If You believe that any Content in which You claim
copyright has been infringed by anyone using the Service, please contact Claris’s Copyright
Agent as described in our Copyright Policy
at https://www.claris.com/company/legal/docs/dmca_process.pdf. Claris may, in its sole
discretion, suspend and/or terminate Accounts of users that are found to be repeat infringers.
G.
Violations of these Terms. If while using the Service, You encounter Content You
find inappropriate, or otherwise believe to be a violation of these Terms, You may report it bysending an email to legal@claris.com
H.

Content Submitted or Made Available by You on the Service
1.
License from You. Except for material we may license to You, Claris does notclaim ownership of the materials and/or Content You submit or make available on theService.
2.
Changes to or Transmission of Content. You understand that in order toprovide the Service and make Your Content available thereon, Claris may transmit
Your Content across various public networks, in various media, and modify or changeYour Content to comply with technical requirements of connecting networks ordevices or computers. You agree that the license herein permits Claris to take any
such actions.
3. Trademark Information. Claris, the Claris logo, Claris Pro, Claris Studio, FileMaker,
and other Claris trademarks, service marks, graphics, and logos used in connection
with the Service are trademarks or registered trademarks of Claris International Inc. in
the United States and/or other countries. A list of Claris’s trademarks can be found athttps://www.claris.com/company/legal/trademark-guidelines.html. Other trademarks,
service marks, graphics, and logos used in connection with the Service may be thetrademarks of their respective owners. You are granted no right or license in any of
the aforesaid trademarks, and further agree that You shall not remove, obscure, oralter any proprietary notices (including trademark and copyright notices) that may be
affixed to or contained within the Service or Software.
6

I.
Feedback. You grant to Claris and each of its Affiliates a worldwide, perpetual,irrevocable, royalty-free, fully-paid up, freely transferable, fully sublicensable (through multiple
tiers of sublicenses) license to use any feedback, comments or suggestions that You or Your
Users provide to Claris. You represent and warrant that you have all rights necessary to grant
to Claris and each of its Affiliates the foregoing license grant.
5.

DATA PRIVACY AND SECURITY

A.
Under this Agreement, Claris, acting as a data processor and service provider on Yourbehalf, may receive or have access to Personal Data, if provided by You or Your Users. By
entering into this Agreement, You instruct Claris to process and use this Personal Data toprovide and maintain the Service in accordance with applicable law, Your instructions given
through the use of the Service (e.g., instructions given through the Service), and any otherwritten instructions given by You that are accepted and acknowledged in writing by Claris.
Claris shall comply with such instructions, if applicable, and unless prohibited by law, inwhich case Claris will inform You before processing such Personal Data (unless prohibited bylaw from informing You on grounds of public interest). Claris shall only process the Personal
Data on such documented instructions, unless required to do so by law, in such a case,
Claris shall inform You of that legal requirement before processing, unless that law prohibits
such information on important grounds of public interest. Furthermore, Claris shall not: (i)disclose any Personal Data in such a manner as to constitute a “sale” or “sharing” (as thoseterms are defined in the CCPA or any similar concept in other data protection laws) of
Personal Data; (ii) collect, retain, use, or disclose such Personal Data for any purpose otherthan providing the Service; (iii) combine such Personal Data with Personal Data that Clarisobtains from other sources; or (iv) use or disclose such Personal Data outside of the directbusiness relationship between Claris and You.
B.
Sub-Processors. Claris may provide Personal Data to service providers who provide
services to Claris in connection with the Service (“Sub-processors”). You authorize Claris to
use Apple Inc. as Sub-processor. You further generally authorize to Claris to use any otherSub-processors; provided such Sub-processors are contractually bound by data protection
obligations at least as protective as those in this Agreement. The list of Sub-Processors isavailable at https://www.claris.com/company/legal/docs/claris_subprocessors_list.pdf. Claris
will announce any intended changes concerning the addition or replacement of subprocessors via this site, thereby giving You the opportunity to object to such changes. Wherea sub-processor fails to fulfil its data protection obligations, Claris shall remain fully liable to
You for the performance of that sub-processor’s obligations.
C.
Data Incidents. If Claris becomes aware that Personal Data has been altered,deleted, or lost as a result of any unauthorized access to the Service (a “Data Incident”),
Claris will notify You without undue delay if required by law, and Claris will take reasonable
steps to minimize harm and secure the data. Notification of, or response to, a Data Incident
by Claris will not be construed as an acknowledgment by Claris of any responsibility or
liability with respect to a Data Incident. You are responsible for complying with applicableincident notification laws and fulfilling any third-party obligations related to Data Incident(s).
Claris will not access the contents of Personal Data in order to identify information subject toany specific legal requirements.

7

D.
Security Procedures; Compliance. Claris shall use industry-standard measures tosafeguard Personal Data during the transfer, processing, and storage of Personal Data aspart of the Service. As part of these measures, Claris will use commercially reasonable
efforts to encrypt Personal Data at rest and in transit; ensure the ongoing confidentiality,
integrity, availability and resilience of the Service; in the event of an issue, restore theavailability of Personal Data in a timely manner; and regularly test, assess, and evaluate theeffectiveness of such measures. Claris will take appropriate steps to ensure compliance withsecurity procedures by its employees, contractors and Sub-processors, and Claris shallensure that any persons authorized to process such Personal Data comply with applicablelaws regarding the confidentiality and security of Personal Data with regards to the Service.
Encrypted Personal Data may be stored at Claris’ geographic discretion. To the extent Clarisis acting as a data processor, Claris will assist You with ensuring Your compliance, if
applicable, with the following: (a) Article 28 of the GDPR or other equivalent obligations underlaw (by making available all necessary information; by allowing for and contributing to audits(provided, that Claris’ ISO 27001 and ISO 27018 certifications shall be considered sufficientfor such required audit purposes); (b) Article 32 of the GDPR or other equivalent obligations
under law (by in particular implementing the security procedures set forth in this section 5.3
and by maintaining the ISO 27001 and ISO 27018 Certifications); (c) Articles 33 and 34 of the
GDPR or other equivalent obligations under law (by assisting You with providing required
notice of a Data Incident to a supervisory authority or data subjects); (d) Articles 35 and 36 of
the GDPR or other equivalent obligations under law requiring You to conduct data protection
impact assessments or to consult with a supervisory authority prior to processing; (e) an
investigation by a data protection regulator or similar authority regarding Personal Data; and(f) taking into account the nature of the processing by appropriate technical andorganizational measures, insofar as this is possible, to Your obligation to respond to request
for exercising data subject’s rights under the GDPR or other equivalent obligations underapplicable law.
E.
Data Access and Transfer; Termination. If required by law, Claris will ensure that
any international data transfer is done only to a country that ensures an adequate level ofprotection, has provided appropriate safeguards as set forth in applicable law, such as thosein Articles 46 and 47 of the GDPR (e.g., standard data protection clauses), or is subject to aderogation in Article 49 of the GDPR or applicable law. Such safeguards may include theModel Contract Clauses/ United Kingdom International Data Transfer Agreement andInternational Data Addendum/Swiss Transborder Data Flow Agreement, available uponrequest, if applicable. If You are required to enter a data transfer agreement to transfer data
to a third country, You agree to enter into the applicable data transfer agreement for Yourjurisdiction.
Claris is not responsible for data You store or transfer outside of Claris’ system. Upon
termination of this Agreement for any reason, and after expiration of the 45 day period inwhich You may access the Service for a limited window of time in order to download a copyof your Content or data stored on the Service, Claris shall securely destroy Personal Data
stored by Claris in connection with Your use of the Service within a reasonable period of time,
but in any case, no longer than 90 days, except to prevent fraud or as otherwise required bylaw.
F.
Other. Claris may disclose Personal Data provided by You or Your Users if Claris
determines that disclosure is reasonably necessary to enforce Claris’ terms and conditions or

8

protect Claris’ operations or users. Additionally, in the event of a reorganization, merger, orsale, Claris may transfer any and all Personal Data provided by You or by Your Users to therelevant party. In the event Claris receives a third-party request for Personal Data (“ThirdParty Request”), Claris will notify You, to the extent permitted by law, of its receipt of theThird-Party Request, and notify the requester to address such Third-Party Request to You.
Unless otherwise required by law or the Third-Party Request, You will be responsible forresponding to the Request.
G.
FERPA. If Company is an educational institution under the Family Educational Rights
and Privacy Act, 20 U.S.C. § 1232g (FERPA), Claris acknowledges that it is acting as a“school official” with “legitimate educational interests” with respect to any Company data thatare “education records” as those terms have been defined under FERPA and its
implementing regulations, and that Claris will abide by the limitations and requirements
imposed by 34 CFR 99.33(a) on school officials. In addition, Company consents to theprocessing of any personal data of end users submitted through the Services and agrees it
has complied with Section 1A of these Terms.
6.

PROPRIETARY RIGHTS; SOFTWAREA.
Claris’s Proprietary Rights. You acknowledge and agree that Claris and/or its
licensors own all legal right, title and interest in and to the Service, and any software provided
to You as a part of and/or in connection with the Service (the “Software”), including any andall intellectual property rights that exist therein, whether registered or not, and wherever in theworld they may exist. You further agree that the Service (including the Software, or any otherpart thereof) contains proprietary and confidential information that is protected by applicable
intellectual property and other laws, including but not limited to copyright. You agree that You
will not use such proprietary information or materials in any way whatsoever except for use of
the Service in compliance with these Terms. No portion of the Service may be reproduced inany form or by any means, except as expressly permitted in these terms. Except as
expressly set forth in these Terms, Claris does not grant You or Your Users any otherlicenses, rights or interest with respect to the Service, the Software or any intellectual
property rights that exist therein or related thereto.
B.
License From Claris. Subject to Your compliance with these Terms, Claris grants
You a non-exclusive, non-transferable, limited license to use the Software solely, during theTerm, (i) as provided to You by Claris as a part of the Service and (ii) in accordance with theseTerms; provided, however that You will not (and will not permit anyone else to) copy, modify,
create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover thesource code (unless expressly permitted or required by applicable law), sell, lease,sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.
THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE
SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED, INFRINGES ON
THE INTELLECTUAL PROPERTY RIGHTS OF CLARIS OR OTHERS AND MAY SUBJECTYOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES,FOR COPYRIGHT INFRINGEMENT.
C.
Third Party Acknowledgements. Certain components of the Software, and third
party open source programs included with the Software, have been or may be made available

9

by Claris on its website (http://www.claris.com/resources/downloads/). Acknowledgements,
licensing terms and disclaimers for such material are contained in the “online” electronic
documentation for the Software, or may otherwise accompany such material, and Your use ofsuch material is governed by their respective terms. Claris will not be responsible for any act
or omission of any third party and makes no warranties of any kind with respect to any thirdparty components or programs included with the Software or that have been or may be madeavailable by Claris on its website.
D.
Export Control. Use of the Service and Software, including transferring, posting, or
uploading data, software or other Content via the Service, may be subject to the export andimport laws of the United States and other countries. You agree to comply with all applicable
export and import laws and regulations. In particular, but without limitation, the Software may
not be exported or re-exported (i) into any U.S. embargoed countries or (ii) 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 or Service, You
represent and warrant that You are not located in any such country or on any such list. You
also agree that You will not use the Software or Service for any purposes prohibited byUnited States law, including, without limitation, the development, design, manufacture or
production of missiles, nuclear, chemical or biological weapons. You further agree not to
upload to Your Account any data or software that is: (a) subject to International Traffic in
Arms Regulations; or (b) that cannot be exported without prior written government
authorization, including, but not limited to, certain types of encryption software and source
code, without first obtaining that authorization. This assurance and commitment shall survive
termination of these Terms.
7.

TERM AND TERMINATIONA.
Agreement Term. For paid subscriptions to the Service, Your subscription term willcommence on the date You purchase Your subscription and will terminate at the end of theannual term or multi-year term (“Expiry Date”) that You have purchased (“Initial Term”). At
any time prior to expiration of the Initial Term or then-current subscription term, You may
choose to renew Your subscription for an additional one-year term or multi-year term bycontacting Claris Sales at 1-800-725-2747 and paying the applicable renewal fees (each such
renewal term, a “Renewal Term”). If You do not purchase a renewal of Your current paid
subscription prior to the Expiry Date, then Your subscription to the Service will automatically
expire on the Expiry Date of the Initial Term or the last day of the current Renewal Term, as
applicable.
B.

Voluntary Termination by You or Your Users.
1.
Your Voluntary Termination of the Service. You may choose for Your
Organization or Company to stop using the Service at any time. To terminate Your
Subscription to the Service prior to expiration of the current Term, you must contact
Customer Support. Your Team Manager will receive an email with further instructions
on how to cancel Your Subscription. Any fees paid by You prior to Your termination
are nonrefundable (except as expressly provided otherwise in these Terms), including
any fees paid in advance for the billing year during which You terminate. Terminationof Your Account shall not relieve You of any obligation to pay any accrued fees or
charges.

102.
Voluntary Termination of a User Account. You may choose to remove oneof Your Users’ Accounts by having Your Team Manager remove them as a licensed
User. If You or one of Your Users terminates a particular User Account in accordancewith the foregoing sentence, such User will no longer have access to any Content ordata associated with the User’s account.
3.
Voluntary Termination of a Claris ID Account. If You want to deactivate aparticular User’s Claris ID, then a Team Manager can deactivate the User’s Claris ID in
Claris Studio. If the original Team Manager wants to deactivate their Claris ID, pleasecontact Claris Customer Support https://www.claris.com/company/#claris-offices. If
You want to delete a Claris ID, contact Claris Customer Support. If You or Your User
request to delete a User’s Claris ID in accordance with the foregoing sentence, such
User will not have access to other Claris products and services with that Claris ID.
This action may be non-reversible.
C.
Termination by Claris. Claris may at any time, under certain circumstances andwithout prior notice, immediately terminate or suspend all or a portion of Your Account, Your
Users’ Accounts and/or Your or Your Users’ access to the Service. Reasons for suchtermination or suspension include (but are not limited to): (i) violations of these Terms or any
other policies or guidelines that are referenced herein and/or posted on the Service; (ii) a
request by You to cancel or terminate the Service; (iii) a request and/or order from law
enforcement, a judicial body, or other government agency; (iv) where provision of the Service
to You is or may become unlawful; (v) unexpected technical or security issues or problems;(vi) Your participation in fraudulent or illegal activities; or (vii) failure to pay any fees owed by
You in relation to the Service. Any such termination or suspension shall be made by Claris in
its sole discretion and Claris will not be responsible to You, any of your Users or any third
party for any damages that may result or arise out of such termination or suspension of Your
Account, Your Users’ Accounts and/or access to the Service by Your or Your Users. Claris
shall not be liable to You for any modifications to the Service or terms of service inaccordance with this Section 7(C).
D.
Effects of Termination. Upon expiration or termination of Your subscription for any
reason, Your license to use the Service is immediately terminated. A Team Manager will have
45 days after expiration or termination to access the Service for a limited window of time inorder to download a copy of Your Content or data stored on the Service. Depending on thevolume of Your Content, it may take a significant amount of time to download, and you
should contact Customer Support with any difficulties you may encounter. After 45 days You
will no longer be able to access Your Instance and Claris will, within a reasonable period oftime not to exceed an additional 90 days, delete all Your Content and data stored in or as apart of Your Instance. Other individual components of the Service that You may have used or
be using subject to separate software license agreements, such as the Claris Pro, will also
terminate or expire immediately in accordance with the terms of those license agreements.
E.
Survival. All terms and provisions in this Agreement, including any and all addenda
and amendments hereto, which by their nature are intended to survive any termination or
expiration of this Agreement, shall so survive.
8.

DISCLAIMER OF WARRANTIES11

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS
SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BYAPPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO
YOU.
CLARIS SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE.
THE FOLLOWING DISCLAIMERS ARE SUBJECT TO THIS EXPRESS WARRANTY.
CLARIS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT (A) YOUR USE OF
THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR (B) THE SERVICE WILL BE
AVAILABLE 24/7, AND YOU AGREE THAT FROM TIME TO TIME CLARIS MAY REMOVE THE
SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. CLARIS DOES NOTGUARANTEE NETWORK AVAILABILITY AND WILL NOT BE LIABLE FOR ANY DOWNTIMETHAT YOU OR YOUR USERS EXPERIENCE AS A RESULT OF NETWORK CONNECTIVITYISSUES OR OTHERWISE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS. CLARIS AND ITS AFFILIATES, SUBSIDIARIES,OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN PARTICULAR, CLARIS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (I) THE
SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE
TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINEDBY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) ANY
DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICEWILL BE CORRECTED; OR (V) THE SERVICE COMPLIES WITH ALL APPLICABLE LAWS.
CLARIS DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE
FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHERSECURITY INTRUSION, AND CLARIS DISCLAIMS ANY LIABILITY RELATING THERETO.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHERACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE INSITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR
ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY
THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE.
9.

LIMITATION OF LIABILITY

12

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITYBY SERVICE PROVIDERS. TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE
SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR
LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
CLARIS SHALL USE REASONABLE SKILL AND DUE CARE IN PROVIDING THE SERVICE.
THE FOLLOWING LIMITATIONS DO NOT APPLY IN RESPECT OF LOSS RESULTING FROM:(A) CLARIS’S FAILURE TO USE REASONABLE SKILL AND DUE CARE; (B) CLARIS’S GROSSNEGLIGENCE, WILFUL MISCONDUCT OR FRAUD; OR (C) DEATH OR PERSONAL INJURY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLARIS AND ITS AFFILIATES,SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND
LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITEDTO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE
LOSSES (EVEN IF CLARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE (II) ANY
CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION
OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION
OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS ORDATA ON OR THROUGH THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRDPARTY ON THE SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE.
IN NO EVENT SHALL CLARIS’S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNTPAID BY YOU TO CLARIS FOR THE SERVICE IN THE PRECEDING TWELVE-MONTH
SUBSCRIPTION TERM.
10.

INDEMNIFICATION AND WAIVERA.
By You. You agree to defend, indemnify and hold Claris, its affiliates, subsidiaries,
directors, officers, employees, agents, partners, contractors, and licensors (“Claris
Indemnified Parties”) harmless from any claim or demand, including reasonable attorneys’
fees, made by a third party, relating to or arising from: (i) any Content You or Your Users
submit, post, transmit, or otherwise make available through the Service; (ii) Your or Your
Users’ use of the Service; (iii) any actual or alleged violation by You or Your Users of theseTerms; (iv) any action taken by Claris as part of its investigation of a suspected violation ofthese Terms or as a result of its finding or decision that a violation of these Terms has
occurred; or (v) Your or Your Users’ violation of any rights of another person or entity or any
laws, rules or regulations. You acknowledge that the Service is not intended for use insituations in which errors or inaccuracies in the content, functionality, services, data or
information provided by the Service, or the failure of the Service, could lead to death,
personal injury, or severe physical or environmental damage, and to the extent permitted bylaw, You hereby agree to indemnify, defend and hold harmless each Claris Indemnified Party
from any claims by reason of any such use by You or Your Users. You cannot sue Claris, itsaffiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, andlicensors as a result of its decision to remove or refuse to process any information or Content,
to warn You, to suspend or terminate Your access to the Service, or to take any other action

13

during the investigation of a suspected violation or as a result of Claris’s conclusion that a
violation of these Terms has occurred. This waiver and indemnity provision applies to all
violations described in or contemplated by these Terms. This provision shall survive thetermination or expiration of these Terms and/or Your use of the Service. You acknowledge
that You are responsible for all use of the Service using Your Account, and that these Terms
apply to any and all usage of Your Account. You agree to comply with these Terms and to
defend, indemnify and hold harmless Claris from and against any and all claims and demands
arising from usage of Your Account, whether or not such usage is expressly authorized byYou.
B.
Indemnification Procedure. Claris will provide You with reasonably prompt written
notice of any claim covered by the foregoing Section 10(A) and will cooperate with You, atYour expense, in defending such claim. You will have full control and authority over defenseof the applicable claim except that: (i) You may not settle the claim unless Claris is provided
with an opportunity to review the terms of such proposed settlement and provides priorwritten consent of such proposed settlement; and (ii) Claris may join in the defense of suchclaim with its own counsel at its own expense.
11.

POSSIBLE INFRINGEMENT

If Claris believes the Service or Software infringe or may be alleged to infringe a third party’s
intellectual property rights, then Claris may: (a) obtain the right for You, at Claris’s expense, tocontinue using the Service or Software; (b) provide a non-infringing functionally equivalent
replacement; or (c) modify the Service or Software so that they no longer infringe. If Claris
does not believe the options described in this section are commercially reasonable, thenClaris may suspend or terminate Claris’s use of the affected Service or Software, with a prorata refund of prepaid fees for the Service or Software.
12.

GENERAL

A.
Notices. Claris may provide You with notices regarding the Service by email to Youremail address or by postings on our website and/or the Service. You consent to receive
notices by email and agree that any such notices that Claris sends You electronically will
satisfy any legal communication requirements. Any notice sent to Claris must be (a) sent by
U.S. Postal Service, or (b) sent by overnight air courier, in each case properly posted and fully
prepaid to: Legal Department, Claris International Inc., One Apple Park Way, 174-1CL,
Cupertino, CA, USA, 95014, with a courtesy copy sent via e-mail to legal@claris.com.
B.
Governing Law. Except to the extent expressly provided in the following paragraph,these Terms and the relationship between You and Claris shall be governed by the laws of
the State of California, excluding its conflicts of law provisions. You and Claris agree tosubmit to the personal and exclusive jurisdiction of the courts located within the county of
Santa Clara, California, to resolve any dispute or claim arising from these Terms.
If You are located outside the United States, the governing law and forum shall be the law
and courts of the country of domicile of the Claris entity providing the Service to you.
Specifically excluded from application to these Terms is that law known as the United
Nations Convention on the International Sale of Goods.

14

C.
Entire Agreement. These Terms, along with all other Applicable Policies andAgreements, constitute the entire Agreement between You and Claris, govern Your use of theService and completely replace any prior agreements between You and Claris in relation to
the Service and the Software.
D.
Additional Terms and Conditions. You may also be subject to additional terms andconditions that may apply when You use affiliate services, third-party content, or third-party
software.
E.
Severability. If any part of these Terms is held invalid or unenforceable, that portion
shall be construed in a manner consistent with applicable law to reflect, as nearly as possible,
the original intentions of the parties, and the remaining portions shall remain in full force andeffect.
F.
No Waiver. Any delay or failure of Claris to exercise or enforce any right or provisionof these Terms shall not constitute a waiver of such right or provision.
G.
No Third Party Beneficiaries. You agree that, except as otherwise expressly
provided in these Terms, there shall be no third-party beneficiaries to this Agreement.
H.
Assignment. You may not assign or transfer these Terms, in whole or in part,whether by operation of law or otherwise, without Claris’s prior written consent. Any changeof control, including, without limitation, any merger, acquisition, corporate reorganization orsale of all or substantially all of Your assets, shall be deemed an assignment or transfer for
purposes of these Terms that requires Claris’s prior written consent. Any assignment incontravention of the foregoing shall be null and void. Subject to the foregoing, thisAgreement will bind and inure to the benefit of the parties, their respective successors andpermitted assigns.
I.
Federal Government End Users. The Service, Software and related documentation
are “Commercial Items”, as such term is defined at 48 C.F.R.§2.101, consisting of“Commercial Computer Software” and “Commercial Computer Software Documentation”, assuch 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 arebeing 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 the United States.
J.
Attorneys’ Fees. To the extent not prohibited by applicable law, if any action orproceeding, whether regulatory, administrative, at law or in equity is commenced or instituted
to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party inany such action or proceeding shall be entitled to recover its reasonable attorneys’ fees,
expert witness fees, costs of suit and expenses, in addition to any other relief to which such
prevailing party may be entitled. As used herein, “prevailing party” includes without limitation,a party who dismisses an action for recovery hereunder in exchange for payment of the sums
allegedly due, performance of covenants allegedly breached, or consideration substantiallyequal to the relief sought in the action.

15

K.
Force Majeure. Neither party shall be responsible for failure or delay of performancethat is caused by an act of war, hostility, terrorism, civil disobedience, fire, earthquake, act ofGod, natural disaster, accident, pandemic, labor unrest, government limitations (including thedenial or cancelation of any export/import or other license), or other event outside thereasonable control of the obligated party; provided that within five (5) business days of
discovery of the force majeure event, such party provides the other with a written notice.
Both parties will use reasonable efforts to mitigate the effects of a force majeure event. In theevent of such force majeure event, the time for performance or cure will be extended for aperiod equal to the duration of the force majeure event, but in no event more than thirty (30)days. This Section does not excuse either party’s obligation to institute and comply withreasonable disaster recovery procedures.
“Claris” as used herein means:
Claris International Inc., located at One Apple Park Way, Cupertino, CA, USA 95014
orClaris International, with registered address at 280 Bishopsgate, London, United Kingdom
EC2M 4RB.
ELECTRONIC CONTRACTINGYour use of the Service includes the ability to enter into agreements and/or to maketransactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONSCONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR
SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE
BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL
TRANSACTIONS YOU ENTER INTO ON THIS SERVICE, INCLUDING NOTICES OFCANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access andretain Your electronic records, You may be required to have certain hardware and software,
which are Your sole responsibility.
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