CLARIS CONNECTTERMS OF SERVICETHIS LEGAL AGREEMENT (THE “TERMS”) BETWEEN YOUR COMPANY OR ORGANIZATION(REFERRED TO AS “COMPANY,” “YOU,” AND “YOUR”), ON THE ONE HAND AND CLARISINTERNATIONAL INC. AND /OR CLARIS INTERNATIONAL (COLLECTIVELY REFERRED TO AS“CLARIS”) ON THE OTHER HAND, GOVERNS YOUR USE OF THE CLARIS CONNECT 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 ACCESS TO 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 LEGALAUTHORITY TO BIND YOUR COMPANY OR ORGANIZATION OR DO NOT AGREE TO THESETERMS, DO NOT CLICK “AGREE” AND CONTACT CLARIS.
Claris is the provider of the Service and compatible Claris offerings that connect with the Service (the“Service”). The Service permits You to utilize certain internet services to create connections and establish
processes between Your individual third- party application user accounts (the “Permitted Use”) only under
the terms and conditions set forth in these Terms.
1.

REQUIREMENTS FOR USE OF THE SERVICE

A.
Users. You are solely responsible for Your and Your Users’ (as defined below) use of theService, and You will ensure that each User fully complies with these Terms, the Claris 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 Third-Party Applications (defined
below) (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 andobligations set forth in these Terms. You will ensure that all Users are of legal age of majority in thejurisdiction in which they reside. You will prevent unauthorized use of the Service by Your Users andterminate 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 data associated with each of Your Users’
Accounts through the Service web portal and/or Administrator tools. You represent and warrant that, prior
to deploying the Service at Your Company, You will obtain and maintain all necessary rights andconsents from each User to: (1) provide and use the Service in accordance with and as contemplated inthese Terms; and (2) access, receive and use User data that may arise as part of the provision of theService.
B.
Limitations on Use. You agree to use the Service only for purposes permitted by these Terms,
and only to the extent permitted by any applicable law, regulation, Applicable Policies and Agreements, 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 the limitations may result intermination of Your Subscription.
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 or environmental
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.

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You may not use or access the Service or Software to monitor availability, performance or functionality or
for any other benchmarking or competitive purposes.
If You are a covered entity, business associate or representative of a covered entity or businessassociate (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 Connect 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 Connect inany manner that would make Claris (or any Claris Subsidiary) Your or any third party’s (including any
Connector Application) business associate.
C.
Availability of the Service. Claris makes no representation that (i) the Service, or any feature orpart thereof, will become available in a particular language or country or (ii) the Service or any feature orpart thereof complies with applicable laws of any other particular location. To the extent You choose toaccess and use the Service, You do so at Your own initiative and are responsible for Your compliancewith any applicable laws.
D.
Changing the Service. Claris reserves the right at any time to modify the Terms and to impose
new or additional terms or conditions on your use of the Service, provided that Claris will give you
advance written notice of any material adverse change to the Service or these Terms. However, Claris
reserves the right at any time to modify these Terms and to impose new or additional terms or conditions
on Your use of the Service in the following situations: (i) due to circumstances arising from legal,
regulatory, or governmental action; (ii) to address security, privacy, or technical integrity concerns; (iii) to
avoid service disruptions to other users; or (iv) due to a natural disaster, catastrophic event, war, or othersimilar occurrence outside of Claris’s reasonable control. In the event that Claris does make a material
adverse change to Service or these Terms, you will have the right to terminate this Agreement and stopusing the Service. Your use of the Service following any changes to these Terms will constitute Your
acceptance of those changes to these Terms, as applicable. Claris shall not be liable to You for any
modifications to the Service or terms of service made in accordance with this Section 1(E).
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, anylack of availability of the Service for any reason, including (without limitation) any system backup or otherroutine maintenance (whether scheduled or unscheduled), communication network failures or force
majeure events.
F.
Support. Claris shall use reasonable efforts to provide You with support for use of the Service as
described in the Claris Support Policy located athttps://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 Users and any otherend users, fully complies with all applicable laws, including all privacy and data protection laws.
2.

FEATURES AND SERVICESA.
Claris Connect Subscription. The Service will be made available through the purchase of anannual Claris Connect subscription (“Subscription”). Various Subscription offerings may be madeavailable, and such Subscriptions may be limited in terms of the number of Flows, the number of ThirdParty Applications used in the Flows, and the total number of Steps made monthly to the Claris Connect
server. You are responsible for selecting and purchasing the appropriate Subscription for Your intended
use of the Service.
At any time during Your paid Subscription term, Your Team Manager can upgrade the amount of Steps
and/or Flows 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 Claris0214242

Customer Console and the changes will take effect immediately. Once purchased, 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.
B.
Team manager. Your Team Manager will have access to a Claris Connect Team Manager
Account (“Claris Customer Console”) through which You may establish User Accounts. You and theTeam Manager shall be solely responsible for management of Your Claris ID administrator Account. You
are solely responsible for appointing a competent Team Manager to manage Your Subscription to theService and internally managing use of the Service by Your Users. You understand that Claris is not
responsible for management of the Service for You or Your Users.
C.
User Accounts. Once a Subscription has been purchased, You must assign to each unique
individual in Your company or organization that will need any access to the Subscription (each suchindividual, a “User”) such access through the establishment of a User Account or authorization of anotheravailable sign-on method as set forth below. Each User will be required to use their credentials in order tosign in to use the Service. Users must not reveal their Account information to anyone else. You and Your
Users are solely responsible for maintaining the confidentiality and security of the Claris ID and all User
Accounts and for all activities that occur on or through Your Claris ID or Users’ Accounts, and You agree
to immediately notify Claris of any security breach of or unauthorized access to Your Claris ID or Users’
Accounts. You further acknowledge and agree that You and Your Users will not share Your Accountand/or password details with another individual. To the fullest extent permitted under applicable law,
Claris shall not be responsible for any losses arising out of the unauthorized use of Your Account or of
any of Your Users’ Accounts.
The Service may permit Users to sign in though certain third-party Single Sign On (“SSO”) authentication
providers if they are supported in the Service and enabled by Your Team Manager responsible for the
User’s Account. Use of the SSO feature is optional and is made available solely for the convenience of
You and Your Users. Authentication through the use of a 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, other damages, or any other legal issues or claims associated with suchthird party SSO use, which You agree that You use at Your own risk.
You and Your Users agree to provide accurate and complete information when You create a User
Account, utilize SSO services, and as You use the Service (“Service Registration Data”), and You agree
to keep 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 inmaintaining and billing fees to Your Account.
D.
Flows & Steps. The Service enables Users to create and perform workflows between certain
applications (“Flows”), including both Claris applications and third-party applications, Subscriptions, or
tools (“Third-Party Applications”). You build Flows by selecting from a list of Claris Connect commands(e.g., trigger, action, flow controls, etc.), called steps (“Steps”), specifying options (if necessary), andarranging the Steps in the correct order to perform a task.
E.

Preserves. Claris preserves Flow History and offers the ability to preserves Flow Data.

1.
Flow History Preserves. The Flows you create within the Service will be preserved automaticallyand retained for the duration of Your Subscription. Should you delete a Flow, it will no longer bepreserved by the Service; only Your current Flows will be retained. This Flow preserve will automaticallygenerate preserves for the duration of Your Subscription and for 45 days after the termination of Your
Subscription.
2.
Preserving Flow Data. You may select whether or not to have the Service preserve the request
and response data that passes through Your Flows (“Flow Data”). Such Flow Data will be retained on arolling thirty-day basis. If you do not select to enable the Flow Data history, no Flow Data will be retained.

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If you terminate Your Subscription, Your Flow Data will continue to be retained on a rolling thirty-day
basis for a maximum of 30 days, and all Flow Data will be deleted 45 days after the termination of Your
Subscription.
Claris does not guarantee the availability of Flow Preserves or Flow Data Preserves. Any backups madeby Claris will be deleted within forty-five (45) days after the termination of Your Subscription. Claris shalluse reasonable skill and due care in providing the Service, but, TO THE GREATEST EXTENTPERMISSIBLE BY APPLICABLE LAW, CLARIS DOES NOT GUARANTEE OR 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 SHALL NOT BE RESPONSIBLE SHOULD SUCHDAMAGE, CORRUPTION, LOSS, OR REMOVAL OCCUR OR IF, FOR ANY REASON, CLARIS FAILSTO BACKUP OR MAINTAIN ANY BACKUP OF YOUR CONTENT. It is Your responsibility to maintainappropriate alternate backup of Your Content and data at all times.
F.
Two-Step Verification and Text Messages. Each User can choose to enable Two-Step
Verification for their User Account. If a User chooses to enable Two-Step Verification for their 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 when signing 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 havewith 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 TwoStep Verification when first signing up for a User Account, the User can go back into their User profile atany time to enable this.
G.
Claris ID Lost Credentials. Your Team Manager is responsible for ensuring that the TeamManager maintains access to Your Claris Customer Console and Claris ID. As a result, if the TeamManager 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 Team Account or any
Content or data stored thereon.
H.
ASM Customers. If You received access to the Service at no cost through the Claris Connect forApple School Manager program, then some of the features and services described in section 2, such as
the Claris Customer Console, may be different or may not be available to You. You will be permitted touse the Service so long as you are a current Apple School Manager customer in good standing andsubject to Claris’s Termination rights in section 7(c) below. You and your Users must sign in with yourmanaged Apple ID credentials when using the Service.
I.
Custom Connectors Feature (Preview). The Custom Connectors feature allows you to create
your own reusable connections to a particular third-party application of your choice. You choose toaccess and send data to any third-party application at your own risk, and Claris is not responsible for theaccuracy or reliability of any information, data, opinions, advice or statements made by such third-party
applications. You are solely responsible for compliance with all applicable laws and regulations whenusing the Custom Connectors feature, as well as complying with any third-party application’s license
terms. The Custom Connectors feature is being offered as a preview and is for evaluation and testing
purposes only and should not be used in a commercial operating environment or with important data. Thispreview version may be incomplete and may contain inaccuracies or errors that could cause failures orloss of data. Before using the Custom Connectors feature you should back up all of your data andregularly back up data while using this feature. Section 8 below is modified so that the Custom
Connectors feature is provided “AS IS” and “WITHOUT WARRANTY OF ANY KIND.” If this disclaimer
isn’t effective in certain jurisdictions, in no event should Claris’s liability arising from your use of the
Custom Connectors feature exceed five ($5.00) dollars. Claris is not obligated to provide any technical orother support for the Custom Connectors feature provided hereunder, or any updates to you for the
Custom Connectors feature. You acknowledge that Claris has no express or implied obligation toannounce or make available a full commercial version of the Custom Connectors feature to anyone in the0214244

future. Should a full commercial version be made available, it may have features or functionality that are
different from those found in the Custom Connectors feature preview hereunder and/or may be subject toadditional fees. Claris has the right to terminate the Custom Connectors feature preview at any time.
Upon release of a full commercial version, this preview version will automatically terminate.
J.
CLARIS CONNECT FREE TIER. If You are accessing the Service under the Claris Connect freetier (“Claris Connect Free Tier”) then the following terms apply to you and Section 8 below is modified sothat Service is provided “AS IS” and “WITHOUT WARRANTY OF ANY KIND”. If this disclaimer isn’t
effective in certain jurisdictions, in no event should Claris’s liability exceed five ($5.00) dollars. All accessto the Service requires a Claris ID account. Each user must have their own Claris ID account and a Claris
ID account cannot be shared among multiple users. Under the Claris Connect Free Tier, You may use up
to 500 steps per month. Claris reserves the right to change the terms of the Claris Connect Free Tier,
including changing the features, functionality or usage limits and restrictions of the Service, or toterminate the Service at any time in Claris’s sole discretion. Except as otherwise noted in this section, allother terms below apply to both the Claris Connect Free Tier and any Paid Plan.
3.

YOUR USE OF THE SERVICEA.
Use of Other Claris Products and Services or Third-Party Applications. Particularcomponents or features of the Service provided by Claris and/or its licensors, including but not limited tothe ability to use Claris Studio, Claris FileMaker Cloud, and Third-Party Applications 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 theService.
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 unless authorized to do so by
Claris.
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 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 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, orfor any other materials, products, or services of third parties. The availability of a particular Connector
within the Service to a Third-Party Application does not represent or indicate any endorsement or
recommendation of the Third-Party Application by Claris. Third party Connector functionality or features
are determined by the Third Party and not Claris and are subject to change at any time without notice.
4.

CONTENT AND YOUR CONDUCTA.
Content. “Content” means any information that may be stored, generated, accessed or
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 isthe 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 orotherwise 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 that they may find objectionable. Claris does not control the Content posted via the0214245

Service, nor does it guarantee the accuracy, integrity or quality of such Content. You understand andagree 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, orotherwise 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 Claris Connect 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 of Your identity, or a misappropriation ofanother 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 secretor confidential information in violation of a confidentiality, employment, or nondisclosureagreement;
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;
6.
forge any TCP-IP packet header or any part of the header information in an email or anews group posting, or otherwise putting information in a header designed to mislead recipientsas 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 doharm, interfere or limit the normal operation of the Service (or any part thereof), or any othercomputer 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 connected to theService, 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 inconnection 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 withinYour User Account through Your Subscription) in a data center located in the United States or in thegeographic region in which You are located (based on the location You provide when purchasing a
Subscription to the Service), in the sole discretion of Claris. Each of Your User’s Content will be stored inYour data center regardless of the geographic location of each such User. You are responsible forproviding notice of this provision to each User and for ensuring that each such User fully complies withapplicable law with respect to any Content each User posts to Your Subscription. Claris may move Your
Content to a new data center if one becomes available or for any other reason. Content transmitted

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through the Service from Third-Party Applications is stored in accordance with the terms of such ThirdParty Application.
E.
Back Up Your Content. You are responsible for backing up, to Your own computer or otherdevice, 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 to inadvertent 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 theseTerms.
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 is reasonably necessary or appropriate, if legally required to do soor if Claris has a good faith belief 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 as required 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 by sending anemail to legal@claris.com.
I.

Content Submitted or Made Available by You on the Service.
1.
Your Content. Except for material we may license to You, Claris does not claim
ownership of materials and/or Content You submit or make available on the Service (including
Content made available through Third-Party Applications) based on such submission to theService or based on Your having made such materials and/or Content available on the Service,
and You retain all of Your right, title and interest therein.
2.
Changes to or Transmission of Content. You understand that in order to provide theService and make Your Content available thereon, Claris may transmit Your Content acrossvarious public networks, in various media, and modify or change Your Content to comply withtechnical requirements of connecting networks or devices or computers. You agree that Claris
may take any such actions.
3.
Trademark Information. Claris, the Claris logo, FileMaker, the file folder logo, Claris
Connect, the Claris Connect logo and other Claris trademarks, service marks, graphics, andlogos 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 befound at https://www.claris.com/company/legal/trademark-guidelines.html Other trademarks,
service marks, graphics, and logos used in connection with the Service may be the trademarks 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, or alter any proprietary notices (including
trademark and copyright notices) that may be affixed to or contained within the Service or
Software. Third-Party Application trademarks, service marks, graphics, and logos used inconnection with the Service retain their original ownership, which is unaffected by their use within
the Service.

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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 theforegoing license grant.
5.

DATA PRIVACY AND SECURITY

A.
Under this Agreement, Claris, acting as a data processor and service provider on Your behalf,
may receive or have access to Personal Data, if provided by You or Your Users. By entering into thisAgreement, You instruct Claris to process and use this Personal Data to 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 other written instructions given by You that are accepted
and acknowledged in writing by Claris. Claris shall comply with such instructions, if applicable, and unlessprohibited by law, in which case Claris will inform You before processing such Personal Data (unlessprohibited by law 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 shallinform 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 sucha manner as to constitute a “sale” or “sharing” (as those terms 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 other than providing the Service; (iii) combine such Personal Data with Personal
Data that Claris obtains from other sources; or (iv) use or disclose such Personal Data outside of thedirect business relationship between Claris and You.
B.
Sub-Processors. Claris may provide Personal Data to service providers who provide services toClaris 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 anyother Sub-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 is available athttps://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 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 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 toany specific legal requirements.
D.
Security Procedures; Compliance. Claris shall use industry-standard measures to safeguard
Personal Data during the transfer, processing, and storage of Personal Data as part of the Service. Aspart of these measures, Claris will use commercially reasonable efforts to encrypt Personal Data at restand in transit; ensure the ongoing confidentiality, integrity, availability and resilience of the Service; in theevent of an issue, restore the availability of Personal Data in a timely manner; and regularly test, assess,and evaluate the effectiveness of such measures. Claris will take appropriate steps to ensure compliancewith security procedures by its employees, contractors and Sub-processors, and Claris shall ensure thatany 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 data processor, Claris willassist You with ensuring Your compliance, if applicable, with the following: (a) Article 28 of the GDPR orother equivalent obligations under law (by making available all necessary information; by allowing for and0214248

contributing to audits (provided, that Claris’ ISO 27001 and ISO 27018 certifications shall be consideredsufficient for 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 otherequivalent obligations under law (by assisting You with providing required notice of a Data Incident to asupervisory 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 technicaland organizational measures, insofar as this is possible, to Your obligation to respond to request forexercising 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 of protection, hasprovided 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 a derogation in Article 49 of the GDPR or
applicable law. Such safeguards may include the Model Contract Clauses/ United Kingdom International
Data Transfer Agreement and International Data Addendum/Swiss Transborder Data Flow Agreement,
available upon request, 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 thisAgreement 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 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,
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 or protect Claris’ operations orusers. Additionally, in the event of a reorganization, merger, or sale, Claris may transfer any and all
Personal Data provided by You or by Your Users to the relevant party. In the event Claris receives a thirdparty request for Personal Data (“Third-Party Request”), Claris will notify You, to the extent permitted bylaw, of its receipt of the Third-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 that are “education records” as thoseterms have been defined under FERPA and its implementing regulations, and that Claris will abide by thelimitations and requirements imposed by 34 CFR 99.33(a) on school officials. In addition, Company
consents to the processing 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 alllegal right, title and interest in and to the Service, and any software provided to You as a part of and/or inconnection with the Service (the “Software”), including any and all intellectual property rights that exist
therein, whether registered or not, and wherever in the world they may exist. You further agree that theService (including the Software, or any other part thereof) contains proprietary and confidential
information that is protected by applicable intellectual property and other laws, including but not limited tocopyright. 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 in any form or by any means, except as expressly permitted in these terms. Except as0214249

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 You a nonexclusive, 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 a derivative work of, reverse
engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or
required by applicable law), sell, lease, sublicense, assign, grant a security interest in or otherwisetransfer 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 COPYRIGHTINFRINGEMENT.
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 anddisclaimers for such material are contained in the “online” electronic documentation for the Software, or
may otherwise accompany such material, and Your use of such 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 ofany kind with respect to any third-party components or programs included with the Software or that havebeen or may be made available 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 and import laws of theUnited States and other countries. You agree to comply with all applicable export and import laws,
regulations, and governmental orders. In particular, but without limitation, the Software may not beexported 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 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 orService 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) 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. These Terms commence on the date You first accept these Terms andcontinue until all Your Subscriptions hereunder have expired or have been terminated by You or by
Claris.
B.
Term for Paid Subscriptions. For paid Subscriptions to the Service, Your Subscription term willcommence on the date You purchase Your Subscription and will terminate at the end of the annual 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 throughYour Team Manager’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 Dateof the Initial Term or the last day of the current Renewal Term, as applicable.

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C.

Voluntary Termination by You or Your Users.
1.
Your Voluntary Termination of the Service. You may choose for Your Organization orCompany 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 paidby You prior to Your termination are nonrefundable (except as expressly provided otherwise inthese 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 of Your
Users’ Accounts by having Your Team Manager remove them as an authorized User. If You or
one of Your Users terminates a particular User Account in accordance with the foregoingsentence, such User will no longer have access to any Content or data associated with the User’s
Account.

D.
Termination by Claris. Claris may at any time, under certain circumstances and without priornotice, immediately terminate or suspend all or a portion of Your Account, Your Users’ Accounts and/orYour or Your Users’ access to the Service. Reasons for such termination 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 of theseTerms, Claris will use reasonable efforts to provide You with 30 days’ prior written notice of suchtermination 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 accordance with this Section 7(D).
E.
Effects of Termination. Upon expiration or termination of Your Subscription for any reason, Yourlicense to use the Service is immediately terminated. Your Team Manager will have 45 days after
expiration or termination to access the Service for the limited purpose of downloading a copy of Your
Content or data stored on the Service. Depending on the volume of Your Content, it may take asignificant 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 the Service and Claris will delete all
Your Content and data stored in or as a part of Your Subscription.
F.
Survival. All terms and provisions in this agreement, including any and all addenda andamendments hereto, which by their nature are intended to survive any termination or expiration of thisagreement, 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 BY APPLICABLE 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

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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 NOT GUARANTEE NETWORK AVAILABILITY AND WILL NOT
BE LIABLE FOR ANY DOWNTIME THAT YOU OR YOUR USERS 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 WARRANTIESOF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. 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 OBTAINED BY
YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) ANY DEFECTS ORERRORS 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 OTHER SECURITY
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 SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THATRESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE
THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR
ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIESIN, 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 LIMITATIONSSET 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 LIMITED TO, 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
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 TO

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STORE 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 AMOUNT PAID 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”) harmlessfrom 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 these Terms; (iv) any action taken by Claris as part of its investigation of a suspectedviolation 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 orregulations. 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 or environmental 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 such use by You or Your Users. You cannot sue
Claris, its affiliates, 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 during theinvestigation 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 contemplatedby these Terms. This provision shall survive the termination or expiration of these Terms and/or Your useof 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 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, at Your expense, in defending
such claim. You will have full control and authority over defense of the applicable claim except that: (i)You may not settle the claim unless Claris is provided with an opportunity to review the terms of suchproposed settlement and provides prior written consent 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, to continue using theService or Software; (b) provide a non- infringing functionally equivalent replacement; or (c) modify theService or Software so that they no longer infringe. If Claris does not believe the options described in thissection 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 Your email
address or by postings on our website and/or the Service. You consent to receive notices by email andagree 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 overnight02142413

air courier, in each case properly posted and fully prepaid to: Legal Department, Claris International Inc.,
5201 Patrick Henry Drive,
MS C-51, Santa Clara, California 95054 U.S.A., 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 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 and courts ofthe 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 and Agreements,
constitute the entire agreement between You and Claris, govern Your use of the Service 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 and conditions
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 and effect.
F.
No Waiver. Any delay or failure of Claris to exercise or enforce any right or provision of theseTerms shall not constitute a waiver of such right or provision.
G.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in theseTerms, 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 ofYour assets, shall be deemed an assignment or transfer for purposes of these 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 and inure 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”, as such terms are used in 48
C.F.R.§12.212
or 48 C.F.R.§227.7202, as applicable. Consistent with 48 C.F.R.§12.212 or 48 C.F.R.§227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer
Software Documentation are being licensed to U.S. 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 or proceeding,whether regulatory, administrative, at law or in equity is commenced or instituted to enforce or interpretany of the terms or provisions of this Agreement, the prevailing party in any 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

02142414

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 thesums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to
the relief sought in the action.
K.
Force Majeure. Neither party shall be responsible for failure or delay of performance that iscaused by an act of war, hostility, terrorism, civil disobedience, fire, earthquake, act of God, natural
disaster, accident, pandemic, labor unrest, government limitations (including the denial or cancelation ofany export/import or other license), or other event outside the reasonable 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 the event of 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:•

Claris International Inc., located at One Apple Park Way, Cupertino, California or•Claris International, registered address: 280 Bishopsgate, London, United Kingdom EC2M 4RB.

ELECTRONIC CONTRACTINGYour use of the Service includes the ability to enter into agreements and/or to make transactions
electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR
AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND
TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONICSUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO
ON THIS SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND
APPLICATIONS. In order to access and retain Your electronic records, You may be required to havecertain hardware and software, which are Your sole responsibility.

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