Volume License Agreement
The software program(s) Claris FileMaker Server (“FileMaker Server”), Claris FileMaker Pro (“FileMaker Pro”)
and any other Claris FileMaker software listed on the software download page (“Software”) are licensed, notsold, to Licensee by Claris International Inc. and/or Claris International (collectively referred to as “Claris”) for
use only under the terms and conditions of this Volume License Agreement (“Agreement”). By installing,copying, downloading, accessing or otherwise using the Software, Licensee agrees to be bound by the terms ofthis Agreement. If Licensee does not agree to the terms of this Agreement, Licensee must not install, copy,
download, access or use the Software, and Licensee must promptly notify Claris in writing.
1.

License.

(a)
General License. Upon payment of all applicable fees and subject to the terms of this Agreement,
Claris grants to Licensee a non-exclusive, perpetual (unless terminated under Section 7), non-transferable license
to install and use the Software as described under the applicable license model in section 1(a)(i) or 1(a)(ii) below.
The term “License Count” as used herein refers to both (i) the number of users authorized under the User Licensemodel and (ii) the number of concurrent connections authorized under the Concurrent Connections License model.
(i)User License. If Licensee is purchasing a user license (“User License”) the following
terms apply (and the terms in section 1(a)(ii) below do not apply). Licensee will receive 3 licenses ofFileMaker Server software under each User License contract, unless granted additional licenses in writingby Claris. Licensee must purchase a User License for each unique individual in its company or organization
who will have any access to the Software. This unique individual who has a license to access the Softwareis defined as a “User.” Each User has the right to access data stored in FileMaker Server using the Claris
FileMaker WebDirect (“FileMaker WebDirect”) web browser client, the Claris FileMaker Go (“FileMakerGo”) client and/or the FileMaker Pro client (collectively “Client(s)”). A User can use any Client to access
FileMaker Server. A User can also use the FileMaker Pro client either connected to FileMaker Server ordisconnected/offline. A User can use any Client to access FileMaker Server purchased under a Concurrent
Connections License contract as long as the User has a valid User License and use that User License whenaccessing the FileMaker Server software. Licensee may not allow any FileMaker Pro clients purchased
under a Concurrent Connections License contract to access the FileMaker Server software purchased
under this User License contract. Licensee may reassign a User License to a new individual in its company
or organization only if the current User will no longer need any access to the Software.
(ii)
Concurrent Connections License. If Licensee is purchasing a concurrent connections
license (“Concurrent Connections License”) then the following terms apply (and the terms in section
1(a)(i) above do not apply). Licensee will receive one license of FileMaker Server software. Licensee has
the right to access data stored in FileMaker Server using the Claris FileMaker WebDirect (“FileMakerWebDirect”) web browser client, the Claris FileMaker Go (“FileMaker Go”) client and/or the FileMaker Pro
client (collectively “Client(s)”). Licensee must purchase the number of concurrent connections licensesthat represents the maximum number of individual connections that will concurrently access FileMaker
Server at any given time. Each Client accessing FileMaker Server counts as a concurrent connection.
Licensee may only allow its employees to use the FileMaker Pro software either connected to FileMaker
Server or disconnected/offline. Licensee’s temporary employees, consultants or contractors who areworking on-site at Licensee’s facilities and have explicit authorization from Licensee, may also use theFileMaker Pro software only when they are conducting business on behalf of Licensee. The FileMaker Pro
software must be removed from these individual’s computers once they cease working on behalf ofLicensee or when this license is terminated according to section 7 below. If Licensee is an educational
institution, Licensee may only allow enrolled students, faculty members, teaching assistants,administrators and staff to use the FileMaker Pro software on computers owned by its educational
institution. Licensee may only allow FileMaker Pro Clients to connect to a FileMaker Server that Licensee
has purchased under a Concurrent Connections License contract. In the case of FileMaker WebDirect each
web browser tab open and connected to FileMaker Server counts as a separate Client and will count as aconcurrent connection. Licensee may allow FileMaker Pro clients purchased under a User License contract
to access the FileMaker Server software. If a single Client under a Concurrent Connections License
contract accesses multiple licenses of FileMaker Server at the same time, a concurrent connection isrequired for each license of FileMaker Server accessed by that individual Client. Licensee may only allowup to the total number of concurrent connections it has licensed to be used at any given time, including
all usage of FileMaker Pro whether connected to FileMaker Server or disconnected/ offline.
(b)
Claris FileMaker Data API License. FileMaker Server software includes the Claris FileMaker data
API feature (“Data API Feature”). The Data API Feature allows Licensee to pull and push data from and to thedatabase on its FileMaker Server by making REST API data requests (each a “Data Request”) to the database on its
FileMaker Server. The number of Data Requests Licensee may make is limited by the amount of API data transfer(“API Data Transfer”) it receives with its contract. For inbound Data Requests (pulling data into the database onLicensee’s FileMaker Server) Licensee has unlimited API Data Transfer. For outbound Data Requests (pushing dataout from the database on Licensee’s FileMaker Server) Licensee is limited to the API Data Transfer included with its
contract along with any additional API Data Transfer that it purchases. If Licensee purchases the FileMaker Server
software under a User License contract, then the API Data Transfer it receives under its User License contract isshared among all the FileMaker Server licenses it receives under its User License contract. The API Data Transfer
Licensee receives is for an annual term based on the start date of Licensee’s contract, and any unused API Data
Transfer will not roll over to the next annual term.
(c)
End User License Agreement. The terms and conditions stated in the end user license agreement(“EULA”) provided with the Software will govern the use of each respective copy of the Software used under thisAgreement, except that the EULA does not constitute the granting of any additional license to the Software.
(d)Upgrades & Updates. If the Software is licensed as an upgrade or update, then Licensee may
only use the Software to replace a validly licensed version of the same software. Licensee agrees that the upgrade
or update does not constitute the granting of a second license to the Software (i.e., Licensee may not use theupgrade or update in addition to the software it is replacing, nor may Licensee transfer the software which is being
replaced to a third party).
(e)
Education. If the Software is licensed at an education discount, then the Software may only be
used by enrolled students, faculty, teachers and administrators at an accredited K-12 educational institution (orequivalent) or higher education institution organized and operated exclusively for the purpose of teaching itsstudents.
2.

Restrictions. In addition to the restrictions stated in the respective EULA, the following restrictions apply.

(a)
Other Limitations. LICENSEE MAY NOT REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE THE
SOFTWARE, EXCEPT AND ONLY TO THE EXTENT EXPRESSLY PERMITTED BY APPLICABLE LAW. LICENSEE MAY NOTMODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWAREOR ANY PART THEREOF.
(b)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.

(c)Transfer Restriction. LICENSEE MAY NOT TRANSFER OR ASSIGN ITS RIGHTS UNDER THISAGREEMENT TO ANOTHER PARTY WITHOUT PRIOR WRITTEN CONSENT FROM CLARIS.
3.

Maintenance Software.
(a)Definitions.

(i)“Maintenance Software” includes both Upgrades and Updates.
(ii)“Upgrade” means an improvement to an existing product through added functionality
and/or enhanced performance.
(iii)“Update” means bug fix updates containing fixes, compatibility updates to maintaincompliance with specifications, and standards compatibility updates to interoperate with specificstandards.
(b)
Maintenance License. As part of this Agreement, Licensee’s rights to use the Software will
extend to the Maintenance Software that is commercially released during the period between the License Dateand the Expiration Date set forth on the software download page (“Maintenance Period”). Claris will provide or
make available to Licensee a master copy of such Maintenance Software commercially released during this period.
(c)Restrictions and Disclaimers. Licensee’s rights to Maintenance Software does not grant Licensee
the right to acquire products bearing different names or special versions of the Maintenance Software created forcertain customers or market segments, even though they may contain similar features or perform similarfunctions. From time to time products will be offered in the retail or other channels in different configurations asspecial promotions, which will not be made available as Maintenance Software, except in the sole discretion ofClaris. MAINTENANCE SOFTWARE WILL BE DEVELOPED AND RELEASED BY Claris AND ITS LICENSORS IN THEIR SOLEDISCRETION. Claris AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THEY WILL DEVELOP OR RELEASEANY MAINTENANCE SOFTWARE DURING THE TERM OF THESE MAINTENANCE TERMS. Claris AND ITS LICENSORSDO NOT WARRANT THAT THE MAINTENANCE SOFTWARE WILL BE PROVIDED TO LICENSEE OR MADE AVAILABLE
WITHIN ANY SPECIFIED TIME PERIOD FOLLOWING THE COMMERCIAL RELEASE OF SUCH MAINTENANCE
SOFTWARE.
4.
Ownership. Licensee owns the media on which the Software is recorded or fixed, but Licensee
acknowledges that Claris and its licensors retain ownership of the Software itself. Claris reserves any rights not
expressly granted to Licensee. The rights granted are limited to Claris and its licensors’ intellectual property rights
in the Software and do not include any other patents or intellectual property rights.
5.
Limited Warranty. Claris warrants for a period of ninety (90) days from the effective date of thisAgreement that the Software as provided by Claris will perform substantially in accordance with the accompanying
documentation. Claris entire liability and Licensee’s sole and exclusive 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 orrepair or replacement of the Software which is returned to Claris or an authorized Claris representative with a copyof the receipt.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY CLARIS AND CLARIS AND ITS LICENSORSEXPRESSLY 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 LICENSEE’S ENJOYMENT OF THESOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. CLARISDOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, ORTHAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVENBY CLARIS OR AN AUTHORIZED REPRESENTATIVE OF CLARIS SHALL CREATE A WARRANTY. BECAUSE SOMEJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OROTHER TERMS THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. 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 LICENSEE FOR ANYCONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUTLIMITATION, 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 ORACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDER CONTRACT,NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND EVEN IF CLARIS ORA CLARIS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(b)Limitation. CLARIS’S TOTAL LIABILITY TO LICENSEE FOR DAMAGES FOR ANY CAUSE WHATSOEVERNOT EXCLUDED BY SECTION 6(a) ABOVE HOWSOEVER CAUSED (WHETHER IN CONTRACT, NEGLIGENCE OR OTHERTORT, UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) WILL BE LIMITED TO THE MONEY PAID FOR THESOFTWARE THAT CAUSED THE DAMAGES. THE PARTIES AGREE THAT THIS LIMITATION OF REMEDIES ANDDAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE OF ESSENTIALPURPOSE OF ANY WARRANTY REMEDY. THIS LIMITATION WILL NOT APPLY IN CASE OF DEATH OR PERSONALINJURY CAUSED BY CLARIS NEGLIGENCE ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRESSUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATION OF LIABILITY IN THIS SECTION 6 MAY NOT APPLY TO
LICENSEE. NOTHING IN THIS AGREEMENT AFFECTS OR PREJUDICES THE STATUTORY RIGHTS OF A CONSUMERACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS.
7.
Termination. If any breach of this Agreement by Licensee continues for more than thirty (30) days after
receipt of written notice of such breach by Claris, Claris may terminate this Agreement by written notice toLicensee and take steps to deactivate the Software, whereupon this Agreement and all rights granted to Licensee
herein shall immediately cease. Licensee may terminate this Agreement at any time by providing written notice toClaris. In the event of any termination of this Agreement, Licensee shall promptly return to Claris all copies of theSoftware or verify in writing that all copies of the Software have been destroyed. Sections 2, 4, 5, 6, 7, 8 and 9 shallsurvive termination or cancellation of this Agreement.
8.
Export Control. Licensee may not use or otherwise export or re-export the Software except as authorized
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) toanyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department ofCommerce Denied Person’s List or Entity List. By using the Software, Licensee represents and warrants thatLicensee is not located in any such country or on any such list. Licensee also agrees that Licensee will not use theSoftware for any purposes prohibited by United States law, including, without limitation, the development, design,manufacture or production of missiles, nuclear, chemical or biological weapons.
9.
General Terms. If there is a local subsidiary of Claris in the country in which this agreement waspurchased, then the local law in which the subsidiary sits shall govern this Agreement. Otherwise, this agreement
shall be governed by the laws of 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 Agreement. This agreement constitutes the entire agreement between the parties withrespect to the Software licensed under these terms, and it supersedes all prior or contemporaneous agreement,arrangement and understanding regarding such subject matter. This agreement prevails over any other terms orconditions contained in or referred to in Licensee’s purchase order or elsewhere or implied by trade custom orcourse of dealing, unless those other terms or conditions are specifically agreed to in writing by a duly authorized
representative of Claris. Any purported provisions to the contrary are hereby excluded or extinguished. Licensee
acknowledges and agrees that it has not relied on any representations made by Claris, however, nothing in thisagreement shall limit or exclude liability for any representation made fraudulently. No amendment to ormodification of this agreement will be binding unless in writing and signed by Claris. If any provision of thisagreement 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 agreement will remain in full force andeffect. No failure or delay by Claris in exercising its rights or remedies shall operate as a waiver unless made byspecific written notice. No single or partial exercise of any right or remedy of Claris shall operate as a waiver orpreclude 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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