SOFTWARE LICENSE AGREEMENT FOR CLARIS CONNECTON-PREMISE CLIENTPLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE CLARISSOFTWARE (DEFINED BELOW). BY USING THE CLARIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THETERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOTINSTALL AND/OR USE THE CLARIS SOFTWARE AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE”
TO THE TERMS, CLICK “DISAGREE”. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THISLICENSE, CLICK “AGREE”. BY CLICKING “AGREE” OR BY DOWNLOADING, USING OR COPYING ANY PART OF THIS
CLARIS SOFTWARE, YOU ARE AGREEING TO BE BOUND TO ALL THE TERMS AND CONDITIONS OF THIS LICENSE.
IMPORTANT NOTE: To the extent that this software may be used to reproduce, modify, publish or distributematerials, such use is licensed to you only for materials you are authorized or legally permitted to reproduce,modify, publish or distribute. If you are uncertain about your right to copy, modify, publish or distribute anymaterial, you should contact your legal advisor.
1.

General.

A.
The Claris software, any third party software, documentation, interfaces, content, fonts and any
data accompanying this License whether on disk, in read only memory, on any other media or in any other form
(collectively the “Claris Software”) are licensed, not sold, to you by Claris International Inc. or Claris International(“Claris”) for use only under the terms of this License. Claris and/or Claris’s licensors retain ownership of the Claris
Software itself and reserve all rights not expressly granted to you.
B.
Claris, at its discretion, may make available future upgrades or updates to the Claris Software. 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 in addition 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 anysoftware upgrades or updates provided by Claris to the Software, unless such upgrade or update is accompanied
by a separate license in which case you agree that the terms of that license will govern such upgrade or update.
C.
Title and intellectual property rights in and to any content displayed by or accessed through theClaris Software belongs to the respective content owner. Such content may be protected by copyright or otherintellectual property laws and treaties, and may be subject to terms of use of the third party providing suchcontent. This License does not grant you any rights to use such content nor does it guarantee that such content willcontinue to be available to you.
2.

Permitted License Uses and Restrictions.

A.
Subject to the terms and conditions of this License and as permitted by the Terms of Service forClaris Connect, you are granted a limited, non-transferable, non-exclusive license to download, install, use and run
the Claris Software as necessary to implement and use your subscription to Claris Connect.
B.
Other Use Restrictions. You may not rent, lease, lend, sell, redistribute or sublicense the Claris
Software or exploit any services provided by the Claris Software in any unauthorized way.

C.
No Reverse Engineering; Limitations. You may not, and you agree not to or to enable others to,copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create
derivative works of the Claris Software or any services provided by the Claris Software or any part thereof (except
as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may bepermitted by licensing terms governing use of the open source components that may be included with the Claris
Software).
D.
Compliance with Laws. You agree to use the Claris Software and any services in compliance withall applicable laws, including local laws of the country or region in which you reside or in which you download or
use the Claris Software and services.
E. Privacy Policy. At all times your information will be treated in accordance with Claris’s Privacy Policy,
which can be viewed at: https://www.claris.com/company/legal/privacy/.
3.
Termination. This License is effective until terminated. Your rights under this License will terminate
automatically or otherwise cease to be effective without notice from Claris if you fail to comply with any term(s) ofthis License. Upon the termination of this License, you shall cease all use of the Claris Software and destroy all
copies, full or partial, of the Claris Software. Sections 4, 5, 6, 7, 8, 9, and 10 of this License shall survive any suchtermination.
4.

Disclaimer of Warranties.

A. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW,USE OF THE CLARIS SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE CLARISSOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,ACCURACY AND EFFORT IS WITH YOU.
B. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLARIS SOFTWARE AND SERVICESARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, ANDCLARIS AND CLARIS’S LICENSORS (COLLECTIVELY REFERRED TO AS “CLARIS” FOR THE PURPOSES OF SECTIONS 4AND 5) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CLARIS SOFTWARE ANDSERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULARPURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
C. CLARIS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CLARISSOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THECLARIS SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CLARIS SOFTWARE ORSERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADEAVAILABLE, THAT THE CLARIS SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTYSOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES OR ANY OTHER CLARIS PRODUCTS OR SERVICES, OR THATDEFECTS IN THE CLARIS SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION OF THIS CLARIS SOFTWAREAND USE OF THE SERVICES MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRDPARTY SERVICES AS WELL AS OTHER CLARIS PRODUCTS OR SERVICES.
D. YOU FURTHER ACKNOWLEDGE THAT THE CLARIS SOFTWARE AND SERVICES ARE NOT INTENDED ORSUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS ORINACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE CLARIS SOFTWARE OR SERVICESCOULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDINGWITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONSYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
E. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLARIS OR AN CLARIS AUTHORIZEDREPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CLARIS SOFTWARE OR SERVICES PROVE DEFECTIVE,YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DONOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF ACONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

5.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL CLARISBE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGESWHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OFDATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHERCOMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CLARISSOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE CLARISSOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OROTHERWISE) AND EVEN IF CLARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OFINCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shallClaris’s total liability to you for all damages (other than as may be required by applicable law in cases involving
personal injury) exceed the total price You paid for the Claris Software. The foregoing limitations will apply even if
the above stated remedy fails of its essential purpose.
6.
Export Control. You may not use or otherwise export or reexport the Claris Software except as authorized
by United States law and the laws of the jurisdiction in which the Claris Software was obtained. In particular, but
without limitation, the Claris Software may not be exported or re-exported (a) into any U.S. embargoed countriesor (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department ofCommerce Denied Person’s List or Entity List or any other restricted party lists, or as otherwise prohibited by any
law, regulation, or governmental order. By using the Claris Software, you represent and warrant that you are not
located in any such country or on any such list, or subject to any such prohibition. You also agree that you will not
use the Claris Software for any purposes prohibited by United States law, including, without limitation, thedevelopment, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
7.
Government End Users. The Claris Software and related documentation are “Commercial Items”, as thatterm 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. Governmentend users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users
pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the UnitedStates.
8.
Complete Agreement; Governing Language. This License constitutes the entire agreement between you
and Claris relating to the use of the Claris Software and supersedes all prior or contemporaneous understandings
regarding such subject matter. No amendment to or modification of this License will be binding unless in writing
and signed by Claris. Any translation of this License is done for local requirements and in the event of a dispute
between the English and any non-English versions, the English version of this License shall govern, to the extent
not prohibited by local law in your jurisdiction.
9.
Third Party Acknowledgements. Acknowledgements, licensing terms and disclaimers for suchcomponents are contained in the electronic documentation for the Claris Software.
10.
Governing Law. You agree that this License, and any claim, dispute, action, cause of action, issue, orrequest for relief relating to this License, will be governed by the laws of California, without giving effect to any
conflicts of laws principles that require the application of the laws of a different jurisdiction.