CLARIS PRO SOFTWARE LICENSEIMPORTANT -- READ CAREFULLY: BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USINGTHE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS
OF THIS LICENSE, DO NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE SOFTWARE, AND IMMEDIATELY
DESTROY ANY COPIES OF THE SOFTWARE.
IF YOU LICENSED THIS SOFTWARE UNDER A CLARIS VOLUME LICENSE AGREEMENT (FOR EXAMPLE, ANNUAL
VOLUME LICENSE AGREEMENT, VOLUME LICENSE AGREEMENT, ANNUAL SITE LICENSE AGREEMENT OR SITE
LICENSE AGREEMENT), THEN THE TERMS OF SUCH AGREEMENT WILL SUPERSEDE THESE TERMS, AND THESETERMS DO NOT CONSTITUTE THE GRANTING OF AN ADDITIONAL LICENSE TO THE SOFTWARE.
Claris Pro includes:
1. Claris Pro software application and the related documentation and drivers;
2. Starter apps, Sample apps and other sample files included as part of this product (“Extras”).
The software identified herein and documentation accompanying this License (“Software”) are licensed, not sold,to you by Claris International Inc. and/or Claris International (collectively referred to as “Claris”) for use only under
the terms of this License, and Claris reserves any rights not expressly granted to you. The rights granted are limited
to Claris and its licensors’ intellectual property rights in the Software, only as detailed herein, and do not include
any other patents or intellectual property or other rights. You own the media on which the Software is recorded or
fixed, but Claris and its licensors retain ownership of the Software itself.
1.

License.

(a)
General License. The company or organization purchasing the Software must purchase a license
for each unique individual who will need any access to the Software. You, as the unique individual that has alicense to the Software, are defined as a “User.” Claris grants each User a temporary, nonexclusive, nontransferable license to use the Software. To "use" the Software means that the Software is either loaded in thetemporary memory (i.e. RAM) of a computer or installed on the permanent memory of a computer (i.e., hard disk,
CD ROM, etc.).
(b)
Free Plan. If You are accessing the Software or Service (collectively referred to as “Service”)
under the Free Plan (“Free Plan”), then the following terms apply to you and Section 5 below is modified so that
the Free Plan is provided “AS IS” and “WITHOUT WARRANTY OF ANY KIND”. If this disclaimer isn’t effective incertain jurisdictions, in no event should Claris’s liability exceed five ($5.00) dollars. Under the Free Plan, You, as anindividual, may access and use the Service and invite up to one (1) additional unique user to access and use theService according to the following terms and conditions. All access to 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. Whileusing the Free Plan, You and Your one additional user are permitted to access and use the Service subject to thefollowing collective usage limits and restrictions: (i) up to 500MB of record storage and 2GB of media storage forClaris Studio; (ii) up to 5,000 records per table for Claris Pro; (iii) up to 500 steps per month for Claris Connect; and(iv) up to 2GB Data API Outbound Transfer per user per month for Claris Server. Claris reserves the right to change
the terms of the Free Plan, including changing the features, functionality or usage limits and restrictions of theService under the Free Plan, or to terminate the Free Plan at any time in Claris’s sole discretion. Except asotherwise noted in this section, all other terms below apply to both the Free Plan and any Paid Plan.
(c)
Claris ID Account. Use of the Software requires a unique user name and password combination,
known as a Claris ID account and You will be required to set up and sign in with Your Claris ID account in order to
use the Software. You must not reveal Your Claris ID account credentials to anyone else. You are solely responsible
for maintaining the confidentiality and security of Your Claris ID Account and for all activities that occur on or
through Your Claris ID Account, and You agree to immediately notify Claris of any security breach of or
unauthorized access to Your Claris ID Account. You further acknowledge and agree that You will not share Your
Claris ID Account and/or password details with another individual. To the fullest extent permitted underapplicable law, Claris shall not be responsible for any losses arising out of the unauthorized use of Your Claris ID
Account.
You agree to provide accurate and complete information when You register with, and as You use, the Software(“Account Registration Data”), and You agree to keep Your Account Registration Data accurate and complete at all
times. Failure to provide accurate, current and complete Account Registration Data may result in the suspension
and/or termination of Your Claris ID Account.
(d)Extras. Claris grants you a nonexclusive, nontransferable license to do the following subject tothe restrictions in this License: (1) use, copy and distribute the Extras for your internal use, (2) modify the Extras,
and then use, reproduce and distribute individual modified Extras, provided that they are substantially modified,and (3) incorporate the Extras as a component of your own Solution, and then sublicense other parties to use, copy
and distribute the Solutions subject to the terms in Section 7 below. Notwithstanding the foregoing, you may not
distribute all or a portion of the Extras for use by others as a tool kit, and you may not use, copy, modify or
distribute the Extras for use with any product other than a Claris product. You must delete the Claris logos, if any,
which have been included with the Extras prior to your distribution of the Extras.
(e)
Annual Licenses and Limited Term Licenses. If you license the Software under an annual licenseor other limited term license (e.g., Annual Volume License Agreement or Annual Site License Agreement), then you
may only use the Software during the term of the license agreement, and you must cease all use of the Software
upon the expiration of your license agreement.
(f)Backup and Notices. You may make one copy of the Software in machine readable form solely
for backup purposes. As an express condition of this License, you must reproduce on each copy any copyrightnotice and other proprietary notices that are on the original copy supplied by Claris.
(g)
Education. If the Software is licensed at an education discount, then the Software may only be
used by enrolled students, faculty, teachers, staff and administrators at an accredited K-12 educational institution(or equivalent) or higher education institution exclusively for educational purposes.
(h)Proprietary Notices. The Software is protected by copyright law. As an express condition of thisLicense, you must reproduce on each copy the Claris trademark, copyright and any other proprietary legends(collectively “Notices”) that were on the original copy supplied by Claris. If you customize the “About” screen, thenyour About screen must state: “Portions of the software are © 1984-2022 Claris International Inc. All rights
reserved.” You may not otherwise use the Claris name, logo or trademarks to market your Solution, except as
expressly permitted by Claris.
(i)
Upgrades & Updates. If the Software is licensed as an upgrade or update, then you may only use
the Software to replace a validly licensed version of the same software. You agree that the upgrade or update does
not constitute the granting of a second license to the Software (i.e., you may not use the upgrade or update inaddition to the software it is replacing, nor may you transfer the software which is being replaced to a third party).

The terms of this License will govern any software upgrades or updates provided by Claris to the Software, unlesssuch upgrade or update is accompanied by a separate license in which case you agree that the terms of thatlicense will govern such upgrade or update.
2.

Additional Restrictions.

(a)Middleware and Multiple Client Access. You are prohibited from using the Software with any
middleware, application server, CGI, or other software or technology that allows more than a single client toaccess any database, except as expressly permitted under Section 1(a).
(b)
Other Limitations. YOU MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE
SOFTWARE, EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW. YOU MAY NOTMODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE
OR ANY PART THEREOF.
(c)
Restricted Uses. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE
SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH,PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(d)Transfer. YOU MAY NOT TRANSFER OR ASSIGN YOUR RIGHTS UNDER THIS LICENSE TO ANOTHERPARTY WITHOUT THE PRIOR WRITTEN CONSENT OF CLARIS.
(e)
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 web site(https://www.claris.com/company/legal/third-party-acknowledgements.html). 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 of such material is governed by their respective terms.
(f)Peer-to-Peer Sharing. You may only use the Peer-to-Peer Sharing feature while logged in withthe same Claris ID account credentials. You may not allow more than five (5) Claris Pro or Claris Go clients toconcurrently access the Software. Peer-to-Peer Sharing feature is for testing purposes only and may not be used ina production environment.
3.
Termination. This License is effective until terminated. If the Software is licensed under an annual license
or limited term license it will immediately terminate upon expiration of the license term, and you must cease alluse of the Software upon the expiration of the license term unless you have paid to renew the license prior to its
expiration. This License will terminate automatically without notice from Claris or judicial resolution if you fail tocomply with any provision of this License. Upon such expiration or termination you must destroy the Software, allaccompanying written materials, and all copies thereof, and Sections 5, 6, 9 and 11 will survive any termination orcancellation of this License.
4.
Export Law Assurances. You may not use or otherwise export or re-export the Software except asauthorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular,
but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or(b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department ofCommerce’s Denied Person’s List or Entity List or any other restricted party lists. By using the Software, yourepresent 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 for any purposes prohibited by United States law, including, without limitation, thedevelopment, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
5.
Limited Warranty and Disclaimer. Unless otherwise set forth in this Agreement, Claris warrants for aperiod of ninety (90) days from your date of purchase that the Software as provided by Claris will performsubstantially in accordance with the accompanying documentation. Claris entire liability and your sole andexclusive remedy for any breach of the foregoing limited warranty will be, at the option of Claris, replacement of
the Software, refund of the purchase price or repair of the Software.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY CLARIS AND CLARIS AND ITS LICENSORS
EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED(WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIEDWARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESSFOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS.
FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWAREOR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. CLARIS DOES NOTWARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN
BY CLARIS OR A CLARIS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. BECAUSE SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OR
OTHER TERMS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER AND THE
LIMITED WARRANTY UNDER THIS SECTION 5 DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A
CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY
LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY CLARIS’S NEGLIGENCE.
6.

Exclusion and Limitation of Remedies and Damages.

(a)Exclusion. IN NO EVENT WILL CLARIS, ITS PARENT, SUBSIDIARIES, OR ANY OF ITS LICENSORS,DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO YOU FOR ANYCONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESSINFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS PROFITS OR REVENUE, WHETHERFORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR
ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDERCONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND
EVEN IF CLARIS OR A CLARIS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(b) Limitation. CLARIS’S TOTAL LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER NOTEXCLUDED BY SECTION 6(a) ABOVE HOWSOEVER CAUSED (WHETHER IN CONTRACT, NEGLIGENCE OR OTHER
TORT, UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) WILL BE LIMITED TO THE GREATER OF U.S.$5.00
OR THE MONEY PAID FOR THE SOFTWARE THAT CAUSED THE DAMAGES. THE PARTIES AGREE THAT THIS
LIMITATION OF REMEDIES AND DAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVETHE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY. THIS LIMITATION WILL NOT APPLY IN CASE
OF DEATH OR PERSONAL INJURY CAUSED BY CLARIS’S NEGLIGENCE ONLY WHERE AND TO THE EXTENT THATAPPLICABLE LAW REQUIRES SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATION OF LIABILITY IN
THIS SECTION 6 MAY NOT APPLY TO YOU. NOTHING IN THIS LICENSE AFFECTS OR PREJUDICES THE STATUTORYRIGHTS OF A CONSUMER ACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS.
7.
Sublicensing. You agree that all distribution of the Extras will be subject to a written agreement, theterms and conditions of which will, at a minimum: (i) grant a nonexclusive right to use only one copy of the Extras
for each copy which you license to your customer; (ii) provide that any subsequent transfer is subject to therestrictions set forth in this Section 7; (iii) state that the Extras (or as renamed) are licensed, not sold, to the end
user and that title to all copies of the Extras remain with Claris and its licensors; (iv) include restrictions
substantially similar to those set forth in Section 2 (Additional Restrictions) and Section 4 (Export Law Assurances)of this License; and (v) include Warranty Disclaimer and Disclaimer of Liability provisions which are consistent withand substantially similar to the terms set forth in Sections 5 and 6 of this License.

8.
Technical Support. You are solely responsible for providing all technical support to your sublicensees, andyou will not direct any sublicensee to contact Claris for technical support regarding any sublicenses.
9.
Use of Data. Claris and its subsidiaries and agents may collect, maintain, process and use diagnostic,
technical and related information, including but not limited to information about your computer, system andapplication software, and peripherals, that is gathered periodically to facilitate the provision of software updates,
product support and other services to you (if any) related to the Claris Software and to verify compliance with theterms of this License. Claris may also use aggregate information, as long as it is in a form that does not personallyidentify you, to improve our products or to provide services or technologies to you.
At all times information will be treated in accordance with Claris’s Privacy Policy, which is incorporated byreference into this License and can be viewed at: https://www.claris.com/company/legal/.
10.
General. If there is a local subsidiary of Claris in the country in which this License was purchased, then thelocal law in which the subsidiary sits shall govern this License. Otherwise, this License shall be governed by the lawsof the United States and the State of California. The parties agree that the United Nations Convention on Contracts
for the International Sale of Goods (1980), as amended, is specifically excluded from application to this License.
This License constitutes the entire agreement between the parties with respect to the Software licensed underthese terms, and it supersedes all prior or contemporaneous agreement, arrangement and understanding
regarding such subject matter. You acknowledge and agree that you have not relied on any representations madeby Claris, however, nothing in this License shall limit or exclude liability for any representation made fraudulently.
No amendment to or modification of this License will be binding unless in writing and signed by Claris. If any
provision of this License shall be held by a court of competent jurisdiction to be contrary to law, that provision will
be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in fullforce and effect. No failure or delay by Claris in exercising its rights or remedies shall operate as a waiver unlessmade by specific written notice. No single or partial exercise of any right or remedy of Claris shall operate as awaiver or preclude any other or further exercise of that or any other right or remedy. This Software and related
documentation are “Commercial Items”, as that 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 through227.7202-4, 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.

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