CLARIS FILEMAKER CLOUD 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 FILEMAKER CLOUD (“FILEMAKER CLOUD”) PRODUCT,SOFTWARE, SERVICES, AND WEBSITES (COLLECTIVELY REFERRED TO AS THE“SERVICE”). IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWINGTERMS. BY CLICKING “AGREE,” YOU ARE AGREEING THAT THESE TERMS WILL
GOVERN YOUR ACCESS OR USE OF THE SERVICE. YOU FURTHER AGREE THAT YOU
HAVE FULL LEGAL AUTHORITY 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 (“FileMaker Go”), Claris FileMaker
Pro (“FileMaker Pro”) and Claris FileMaker WebDirect (“FileMaker WebDirect”)) (collectively,
such offerings, “Clients”). The Service permits You to utilize certain internet services to store
Your FileMaker solutions on the Service and to make them accessible from Your compatible
Clients (the “Permitted Use”) only under the terms and conditions set forth in these Terms.
TRIAL. If You have signed up for a limited trial (“Trial”), then You are permitted to use theService, pursuant to the terms and conditions set forth in these Terms, solely for a 15-day
period or longer period if extended at the sole discretion of Claris (“Trial Period”) to evaluate
the Service for the purposes of considering whether to purchase an annual subscription. Your
Trial will immediately expire at the end of the Trial Period, after which, You may not continue to
use the Service unless You purchase a full annual subscription to the Service. Claris may, in its
sole discretion, for any or no reason, without prior notice, terminate Your Trial at any time
during the Trial Period. If You choose not to convert to a full annual subscription, Your TeamManager will have 45 days after the expiration of the Trial Period to access the Service for alimited window of time in order to download a copy of Your Content or data stored on theService. After expiration of such 45 day period, Claris will within a reasonable period of time
not to exceed an additional 90 days, automatically delete all of Your Content or data stored on
the Service. You will no longer be able to access such Content or data. With respect to any
Trial, Section 8 below is modified so that the trial version of the Service is provided “AS IS” and“WITHOUT WARRANTY OF ANY KIND.” All other terms in these Terms apply to both Trials andsubscriptions for the Service (other than Sections 7(A) & 7(B)).
1.

REQUIREMENTS FOR USE OF THE SERVICE

A.
Users. You are solely responsible for Your and Your Users’ (as defined below) use of
the Service, and You will ensure that each User fully complies with these Terms, the Claris1

Privacy Policy located at https://www.claris.com/company/legal/privacy and any applicable
End User License Agreements or other terms or agreements that accompany any of the Clients(collectively, “Applicable Policies and Agreements”). To that end, You will (i) be responsible foreach User’s compliance with all Applicable Policies and Agreements and (ii) enforce all
restrictions and obligations set forth in these Terms. You will ensure that all Users are of legal
age of majority in the jurisdiction in which they reside. You will prevent unauthorized use of theService by Your Users and terminate any unauthorized use of or access 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 through the Service web portal and/or Administrator tools.
You represent and warrant that, prior to deploying the Service at your Company, You willobtain and maintain all necessary rights and consents 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 the provision 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 other systems,
Claris shall be entitled to take all reasonable steps to protect the Service and Claris’s systems,
which may include suspension of Your access to the Service. Repeated violations of thelimitations 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, theService 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 FileMaker Cloud to create, receive,
maintain or transmit any “protected health information” (as such term is defined at 45 C.F.R §160.103) or use FileMaker Cloud 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. Claris reserves the right at any time to modify the Terms and to
add new or additional terms or conditions on your use of the Service. Such modifications and2

additional terms and conditions will be effective immediately and incorporated into theseTerms. Your continued use of the Service will be deemed acceptance thereof. Claris shall not
be liable to You for any modifications to the Service or terms of service made in accordancewith 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.
F.
Support. Claris shall use reasonable efforts to provide You with support for use of theService as described in the Claris Support Policy.
G.
Compliance with Law. You agree that You are solely liable and responsible for
ensuring that Your use of the Service and use of the Service by each of Your Users fullycomplies with all applicable laws, including all privacy and data protection laws.
2.

FEATURES AND SERVICES

A.
Administrator of Your Instance. Your Team Manager will have access to a FileMaker
Cloud administrator console (“FileMaker Cloud Admin Console”) through which You may view
and upgrade the FileMaker Cloud version, download databases and log files, configure
FileMaker Cloud settings and more. Your Team Manager can also view automatic backups andchoose to restore these backups. You and the Team Manager shall be solely responsible formanagement of Your administrator account. You are solely responsible for appointing acompetent Team Manager to manage Your subscription to the Service and internally managing
use of the Service by your Users. You understand that Claris is not responsible formanagement of the Service for You or Your Users.
B.
FileMaker Cloud User Subscription. You must purchase a FileMaker Cloud license forthe number of unique individuals in Your company or organization that will need any access to
the Service (each such individual, a “User”). Each User has the right to access data stored inYour FileMaker Cloud virtual computing environment (“Instance”) using the FileMaker
WebDirect web browser client, the FileMaker Go client and/or the FileMaker Pro client(collectively “Client(s)”). A User can use any Client to access Your FileMaker Cloud Instance.
You may not allow any Clients purchased under another license type (e.g. on-premise User
License, Concurrent Connections License) to access the Service unless You have purchased a
FileMaker Cloud User License for that individual. You may use the Clients under this license toconnect to another FileMaker Cloud Instance provided You have an available FileMaker Cloud
User License on that other FileMaker Cloud Instance. You may reassign a FileMaker Cloud
User License to a new individual only if the current User will no longer need any access to theService.
1.
Claris FileMaker Cloud Essentials: A lower-priced version of FileMaker Cloud(“FileMaker Cloud Essentials”) may be made available for purchase by Claris. The
FileMaker Cloud Essentials product may offer fewer features, allow fewer Users, beavailable to only certain customers depending on industry or use cases, or may provide
lesser amounts of Compute, API data transfers, databases (“Apps”) or otherwise limit

3Your use of the FileMaker Cloud software, in exchange for such reduced price. The
basic features and limitations on such FileMaker Cloud Essentials product aresummarized in documentation made available to You at the time of Your purchase of
FileMaker Cloud Essentials.
C.
Claris ID Account. Except as set forth below, use of the Service requires a unique username and password combination, known as a Claris ID account (“Account”) and each User will
be required to use their Claris ID credentials in order to sign in to use the Service. The Service
may also permit Users to sign in through certain third-party Single Sign On (“SSO”)
authentication providers if they are supported in the Service and enabled by Your TeamManager responsible for the User’s account. Use of the SSO feature is optional and is madeavailable solely for the convenience of You and Your Users. Authentication through the use ofa third-party SSO service is subject to any applicable Terms of Use associated with the third
party SSO provider. Claris is not responsible for any security breaches, loss of data, otherdamages, or any other legal issues or claims associated with such third party SSO use, which
You agree that You use at Your own risk. A User must not reveal their Account information toanyone else. You and Your Users are solely responsible for maintaining the confidentiality andsecurity 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 toYour Users’ Accounts. You further acknowledge and agree that You and Your Users will notshare 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 and password to authenticate
their Account. You and Your Users agree to provide accurate and complete information when
You register with, and as You use, the Service (“Service Registration Data”), and You agree tokeep Your Service Registration Data accurate and complete at all times. Failure to provide
accurate, current and complete Service Registration Data may result in the suspension and/or
termination of Your Account. You agree that Claris may store and use the Service Registration
Data You provide for use in maintaining and billing fees to Your Account.
D.
Claris FileMaker Data API/OData License. FileMaker Cloud software includes theClaris FileMaker Data API and OData features (“Data API/OData Features”). The Data API and
OData features allow You to pull and push data from and to the database on Your FileMaker
Cloud Instance by making REST API data requests (each a “Data Request”) to the database on
Your FileMaker Cloud Instance. The number of Data Requests You may make is limited by theamount of API data transfer (“API Data Transfer”) You receive with Your subscription. For
inbound Data Requests (pulling data into the database on Your FileMaker Cloud Instance) You
have unlimited API Data Transfer. For outbound Data Requests (pushing data out from thedatabase on Your FileMaker Cloud Instance) You are limited to the API Data Transfer included
with Your subscription along with any additional API Data Transfer that You purchase. The API
Data Transfer You receive is for an annual term based on the start date of Your contract andany unused API Data Transfer will not roll over to the next annual term. You cannot decrease
your Data API/OData until the end of the current subscription term.
E.
FileMaker Data Transfer. You will receive an allotment of data transfer to push dataout of your Instance or to pull data into your Instance (“FileMaker Data Transfer”). You will4

receive unlimited inbound FileMaker Data Transfer. Outbound FileMaker Data Transfer islimited by the amount of FileMaker Data Transfer You receive with Your subscription.
F.
FileMaker Data Storage. You will receive an allotment of FileMaker Data Storage tostore Your file content (e.g. solution files and remote containers) as part of Your subscription.
Backups (discussed in Section 2(I) below) are not counted as part of Your FileMaker Data
Storage. The Team Manager can purchase additional capacity if needed in their Claris
Customer Console.
G.
Compute. You and Your Users will receive a designated level of Compute toaccommodate the number of Users included under Your paid subscription. You may choose to
upgrade the level of Compute You have at any time by following the steps set forth in Section
2(H)(2) below. You cannot decrease Your Compute until the end of the current paid
subscription term.
H.

Subscription changes
1.
User Subscription. At any time during your paid subscription term, You canchange your subscription to purchase additional User licenses by going into Your TeamManager’s Claris Customer Console and choosing to upgrade Your subscription.
Increases in Your subscription may take up to 24 hours after purchase to take effect, or
you can click the “Sync Subscription” button in the Team Manager’s Claris Customer
Console and the changes will take effect immediately. Once purchased, additional
User licenses are non-refundable, but You can decrease Your number of User Licenses
as part of the renewal process at the end of the current paid subscription term.
2.
Other Subscription Changes. At any time during your paid subscription term,
the Team Manager can upgrade the amount of FileMaker Data API/OData, FileMaker
Data Storage and/or Your level of Compute by going into the Team Manager’s Claris
Customer Console Subscription tab and choosing to upgrade the applicable
subscription. Increases in Your subscription may take up to 24 hours after purchase to
take effect, or you can click the “Sync Subscription” button in the Team Manager’s
Claris Customer Console and the changes will take effect immediately. Oncepurchased, Your subscriptions are non-refundable, but You can downgrade Your
subscriptions as part of the renewal process at the end of the current paid subscription
term.

I.
Backup. Claris periodically creates automatic snapshot backups of the Content orother data stored on or through Your Instance and retains each such backup for 30 days. YourTeam Manager can retrieve a snapshot backup for up to 30 days (after which time, such
snapshot backup shall be automatically deleted), unless You choose to preserve Your backup
for a longer period of time by clicking “Preserve” in the FileMaker Cloud Admin Console (inwhich case, Your preserved snapshot backup shall be available until the expiration of Yourlicense). Claris shall use reasonable skill and due care in providing the Service, but, TO THE
GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CLARIS DOES NOT GUARANTEEOR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE
SERVICE WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, CORRUPTION, LOSS, OR
REMOVAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND CLARIS SHALLNOT BE RESPONSIBLE SHOULD SUCH DAMAGE, CORRUPTION, LOSS, OR REMOVAL

5

OCCUR OR IF, FOR ANY REASON, CLARIS FAILS TO BACKUP OR MAINTAIN ANY BACKUPOF YOUR CONTENT. It is Your responsibility to maintain appropriate alternate backup of Your
Content and data at all times.
J.
Two-Step Verification and Text Messages. Each User can choose to enable TwoStep Verification for their Claris ID account. If a User chooses to enable Two-Step Verification
for their Claris ID account, the User consents to (i) provide Claris at least one telephone
number; and (ii) receive text messages from Claris at any of the telephone numbers
provided. We may place such texts to (a) help keep Your Users’ Accounts secure whensigning in; or (b) as otherwise necessary to service Your Users’ Account or enforce or comply
with these Terms, our policies, applicable law, or any other agreement we may have with You.
When a User first enables Two-Step Verification, the User will receive an SMS with a six-digit
code. The User will use this six-digit code to verify their Claris ID. If a User chooses to skip
enabling Two-Step Verification when first signing up for a Claris ID, the User can go back into
their Claris ID profile at any time to enable this.
K.
Commercial Hosting Restrictions. If You provide commercial hosting to Your
Customers, You may only allow one Customer to access each FileMaker Cloud Instance. You
must Purchase at least one Instance for each Customer to which You provide hosting services.
L.
Sectigo SSL Certificate. Your use of the Sectigo SSL certificate included with theSoftware is subject to and conditioned upon Your compliance with the terms of the Sectigo
Certificate Subscriber Agreement available at: https://sectigo.com/uploads/files/CertificateSubscriber-Agreement-v2.1.pdf
M.
Claris Admin Lost Credentials. Your Team Manager is responsible for ensuring that
the Team Manager maintains access to Your FileMaker Cloud Admin Console. As a result, if
the Team Manager 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 withaccess to Your Instance or any Content or data stored thereon.
3. YOUR USE OF THE SERVICEA.
Use of Other Claris Products and Services. Particular components or features of theService provided by Claris and/or its licensors, including but not limited to the ability to use
FileMaker Pro and FileMaker Go, require separate software or other license agreements or
terms of use. You must read, accept, and agree to be bound by any such separate agreement
as a condition of using 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 used by
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 used by
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.

6

D.
Third Party Materials. The Service may display, include, or provide access to content,
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 andagree that Claris is not responsible for examining or evaluating the content, accuracy,completeness, timeliness, validity, copyright compliance, legality, decency, quality or any otheraspect of such Third-Party Materials or web sites. Claris does not warrant or endorse 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 other materials, products, orservices 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 understandthat all Content on the Service is the sole responsibility of the User from whom such Content
originated. This means that You, and not Claris, are solely responsible for any Content You
upload, download, post, email, transmit, store or otherwise make available through Your use of
the Service. You understand that by using the Service You may encounter Content that You
may find offensive, indecent, or objectionable, and that You may expose others to Content thatthey may find objectionable. Claris does not control the Content posted via the Service, nordoes 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;
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 FileMaker Cloud 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 and informational
announcements;7

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 tomislead 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 or that 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 through any
automated means, like scripts or web crawlers), or any servers or networks connectedto the Service, or any policies, requirements or regulations of networks connected to
the Service (including any unauthorized access to, use or monitoring of data 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 the geographic
region in which You are located (based on the location You provide when purchasing a
subscription to the Service) in Claris’s sole discretion. Each of Your User’s Content will be
stored in Your data center regardless of the geographic location of each such User. You areresponsible for providing notice of this provision to each User and for ensuring that each such
User fully complies with applicable law with respect to any Content each User posts to YourInstance. Claris may move Your Content to a new data center if one becomes available or for
any other reason.
E.
Back Up Your Content. You are responsible for backing up, to Your own computer orother device, any important Content that You store or access via the Service. Claris shall use
reasonable skill and due care in providing the Service, but Claris does not guarantee or warrant
that any Content You may store or access through the Service will not be subject toinadvertent damage, corruption or loss.
F.
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 with any
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

8

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.
G.
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.
H.
Violations of these Terms. If while using the Service, You encounter Content You findinappropriate, or otherwise believe to be a violation of these Terms, You may report it bysending an email to legal@claris.com
I.

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 change Your
Content to comply with technical requirements of connecting networks or devices orcomputers. You agree that the license herein permits Claris to take any such actions.
3.
Trademark Information. Claris, the Claris logo, FileMaker, the file folder logo,
FileMaker Cloud, the FileMaker Cloud logo and other Claris trademarks, service marks,
graphics, and logos used in connection with the Service are trademarks or registeredtrademarks of Claris International Inc. in the United States and/or other countries. A listof 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 theaforesaid trademarks, and further agree that You shall not remove, obscure, or alter any
proprietary notices (including trademark and copyright notices) that may be affixed to or
contained within the Service or Software.

J.
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 to

9

provide 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, in whichcase Claris will inform You before processing such Personal Data (unless prohibited by law
from informing You on grounds of public interest). Claris shall only process the Personal Dataon such documented instructions, unless required to do so by law, in such a case, Claris shallinform You of that legal requirement before processing, unless that law prohibits suchinformation 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 those terms aredefined 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 other than providing theService; (iii) combine such Personal Data with Personal Data that Claris obtains from othersources; or (iv) use or disclose such Personal Data outside of the direct business relationshipbetween 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 sub-processors
via this site, thereby giving You the opportunity to object to such changes. Where a subprocessor fails to fulfil its data protection obligations, Claris shall remain fully liable to You forthe 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 tominimize 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 withrespect to a Data Incident. You are responsible for complying with applicable incident
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 to any specificlegal requirements.
D.
Security Procedures; Compliance. Claris shall use industry-standard measures tosafeguard Personal Data during the transfer, processing, and storage of Personal Data as partof the Service. As part of these measures, Claris will use commercially reasonable efforts toencrypt 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 the availability of
Personal Data in a timely manner; and regularly test, assess, and evaluate the effectiveness ofsuch measures. Claris will take appropriate steps to ensure compliance with security
procedures by its employees, contractors and Sub-processors, and Claris shall ensure that any
persons authorized to process such Personal Data comply with applicable laws regarding theconfidentiality and security of Personal Data with regards to the Service. Encrypted Personal
Data may be stored at Claris’ geographic discretion. To the extent Claris is acting as a dataprocessor, Claris will assist You with ensuring Your compliance, if applicable, with the10following: (a) Article 28 of the GDPR or other equivalent obligations under law (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 sufficient for such required
audit purposes); (b) Article 32 of the GDPR or other equivalent obligations under law (by inparticular 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 otherequivalent 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 orother 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 and organizational 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 under applicable 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 those in
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 toa 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 in which
You may access the Service for a limited window of time in order to download a copy of yourContent 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 by law.
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 orprotect 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 (“Third-Party
Request”), Claris will notify You, to the extent permitted by law, of its receipt of the Third-Party
Request, and notify the requester to address such Third-Party Request to You. Unlessotherwise required by law or the Third-Party Request, You will be responsible for responding 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 that are“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 the processing of any personal

11

data of end users submitted through the Services and agrees it has complied with Section 1Aof 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 and all
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 other licenses, rights orinterest 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 Youa non-exclusive, non-transferable, limited license to use the Software solely, during the Term,(i) as provided to You by Claris as a part of the Service and (ii) in accordance with these Terms;
provided, however that You will not (and will not permit anyone else to) copy, modify, create aderivative work of, reverse engineer, decompile, or otherwise attempt to discover the sourcecode (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 SUBJECT YOU
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 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 oromission of any third party and makes no warranties of any kind with respect to any third-party
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 of

12

Commerce 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 by United 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) thatcannot 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. These Terms commence on the date You first accepts these Terms
and continue until all Your subscriptions hereunder have expired or have been terminated.
B.
Term for Paid Subscriptions. For paid subscriptions to the Service, Your subscription
term will commence on the date You purchase Your subscription and will terminate at the endof the annual term or multi-year term (“Expiry Date”) that You have purchased (“Initial Term”).
At any time prior to expiration of the then-current subscription term, You may choose to renew
Your subscription for an additional one-year term or multi-year term through Your TeamManager’s Claris Customer Console by 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.
C.

Voluntary Termination by You or Your Users.
1.
Your Voluntary Termination of the Service. You may choose for yourOrganization or Company to stop using the Service at any time. To terminate Your
subscription to the Service prior to expiration of the current Term, Your Team Manager
must sign in to the FileMaker Cloud Admin Console and under the Subscription tab
click the “Stop Instance” button. Your Team Manager will receive an email with further
instructions on how to cancel Your subscription. Any fees paid by You prior to Yourtermination are nonrefundable (except as expressly provided otherwise in these Terms),
including any fees paid in advance for the billing year during which You terminate.
Termination of Your Account shall not relieve You of any obligation to pay any accrued
fees or charges.
2.
Voluntary Termination of a User Account. You may choose to remove one ofYour 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 accordance with theforegoing sentence, such User will no longer have access to any Content or dataassociated with the User’s account.
3.
Voluntary Termination of a Claris ID. If You want to deactivate a particular
User’s Claris ID and you manage that Claris ID (“Managed”) then Your Team Manager
can deactivate the User’s Claris ID in the Claris Customer Console. If Your individual
User wants to deactivate their Claris ID, the User can contact Your Team Manager; if
the User’s Claris ID is Managed by Claris, contact Claris Customer Support13

https://www.claris.com/company/intl/. If You want to delete a Claris ID, contact Claris
Customer Support. If You or Your User deletes a User’s Claris ID in accordance withthe foregoing sentence, such User will not have access to other Claris products andservices with that Claris ID. This action may be non-reversible.
D.
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, provided, however, that, solely in the case of a non-material breach ofthese Terms, Claris will use reasonable efforts to provide You with 30 days’ prior written noticeof such termination or suspension. 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 in accordancewith this Section 7(D).
E.
Effects of Termination. Upon expiration or termination of Your subscription for any
reason, Your license to use the Service is immediately terminated. Your Team Manager will
have 45 days after expiration or termination to access the Service for a limited window of timein order 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 nolonger be able to access Your Instance and Claris will, within a reasonable period of time not toexceed an additional 90 days, delete all Your Content and data stored in or as a part of YourInstance. Other individual components of the Service that You may have used or be using
subject to separate software license agreements, such as the FileMaker Clients, will also
terminate or expire immediately in accordance with the terms of those license agreements.
F.
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 WARRANTIESSOME 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.

14

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 ACCORDANCEWITH THE TERMS OF THIS AGREEMENT. CLARIS DOES NOT GUARANTEE NETWORKAVAILABILITY AND WILL NOT BE LIABLE FOR ANY DOWNTIME THAT YOU OR YOURUSERS EXPERIENCE AS A RESULT OF NETWORK CONNECTIVITY ISSUES 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 YOURREQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED,SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY 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 SERVICE WILL 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 ERRORSOR 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

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY BY
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

15

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 PROCUREMENTOF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF CLARISHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), 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 TOSTORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH
THE SERVICE; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY 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 athird 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 these Terms; (iv) any action taken by
Claris as part of its investigation of a suspected violation of these 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 in situations 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 orenvironmental damage, and to the extent permitted by law, You hereby agree to indemnify,
defend and hold harmless each Claris Indemnified Party from any claims by reason of any suchuse by You or Your Users. You cannot sue Claris, its affiliates, subsidiaries, directors, officers,
employees, agents, partners, contractors, and licensors 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 during the investigation of a suspectedviolation or as a result of Claris’s conclusion that a violation of these Terms has occurred. Thiswaiver and indemnity provision applies to all violations described in or contemplated by theseTerms. This provision shall survive the termination or expiration of these Terms and/or Youruse of the Service. You acknowledge that You are responsible for all use of the Service usingYour Account, and that these Terms apply to any and all usage of Your Account. You agree tocomply 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 suchusage is expressly authorized by You.
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 defense of16

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 prior writtenconsent of such proposed settlement; and (ii) Claris may join in the defense of such claim 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, then Claris may
suspend or terminate Claris’s use of the affected Service or Software, with a pro-rata 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 theState of California, excluding its conflicts of law provisions. You and Claris agree to submit 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 andcourts 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.
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 theService 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.

17

F.
No Waiver. Any delay or failure of Claris to exercise or enforce any right or provision ofthese 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 change of control,
including, without limitation, any merger, acquisition, corporate reorganization or sale of all or
substantially all of Your assets, shall be deemed an assignment or transfer for purposes ofthese Terms that requires Claris’s prior written consent. Any assignment in contravention of
the foregoing shall be null and void. Subject to the foregoing, this Agreement will bind andinure to the benefit of the parties, their respective successors and permitted 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 prevailingparty 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 substantially equal to therelief sought in the action.
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. Bothparties will use reasonable efforts to mitigate the effects of a force majeure event. In the eventof such force majeure event, the time for performance or cure will be extended for a period
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 with reasonabledisaster recovery procedures.
“Claris” as used herein means:18•Claris International Inc., located at One Apple Park Way, Cupertino, CA, USA 95014
or•Claris 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 and retain
Your electronic records, You may be required to have certain hardware and software, which
are Your sole responsibility.
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