ANNUAL VOLUME LICENSE AGREEMENT
These Annual Volume License Agreement terms and conditions (“Agreement”) constitute a binding legal
agreement between you (“Licensee”) and Claris International Inc. and/or Claris International (collectively
referred to as “Claris”) after Claris processes your initial order and Claris sends you written confirmation.
Licensee confirms that it accepts all the terms and conditions and specifically understands the legal
requirements regarding future renewal or de-installation of the software.
1.

License.
(a)
Software. For purposes of this Agreement “Software” means Claris FileMaker Server (“FileMaker
Server”), Claris FileMaker Pro (“FileMaker Pro”) and any other Claris FileMaker software licensed by Licensee asconfirmed in the Claris contract system.
(b)
License Grant. Upon payment of all applicable fees and subject to the terms of this Agreement,
Claris grants to Licensee a non-exclusive, non-transferable license during the term to install and use the Software
as described under the applicable license model in section 1(b)(i) or 1(b)(ii) below. The term “License Count” asused herein refers to both (i) the number of users authorized under the User License model and (ii) the number ofconcurrent 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(b)(ii) below do not apply). Licensee will receive
3 licenses of FileMaker Server software under each User License contract, unless granted
additional licenses in writing by 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 Software is defined as a “User.” Each User has the rightto access data stored in FileMaker Server using the Claris FileMaker WebDirect (“FileMaker
WebDirect”) web browser client, the Claris FileMaker Go (“FileMaker Go”) 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 aConcurrent Connections License contract as long as they have a valid User License and use that
User License when accessing the FileMaker Server software. Licensee may not allow any
FileMaker Pro clients purchased under a Concurrent Connections License contract to access theFileMaker 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 nolonger 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 theterms in section 1(b)(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 (“FileMaker WebDirect”) 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 licenses that represents the maximum numberof 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 are
working on-site at Licensee’s facilities and have explicit authorization from Licensee, may also
use the FileMaker 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 or expires according to section 4
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 toconnect 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 a concurrent connection.
Licensee may allow FileMaker Pro clients purchased under a User License contract to access theFileMaker 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 allow up 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 ordisconnected/ offline.
Licensee may only use the Software during the term of this Agreement, and all use of the Software must ceaseon the Expiry Date stated in the Claris contract system, unless the Software is subsequently purchased or theagreement is renewed in accordance with Section 4(a)(3) or Section 4(b).
Claris will provide Licensee with a unique License Key, and such License Key must be kept confidential and usedsolely for the purpose of enabling Licensee to use the Software in accordance with the terms and conditions of thisAgreement. Licensee shall be solely responsible for all expenses incurred in the copying and installation of the
Software by Licensee.
(c)
Ownership. Licensee owns the media on which the Software is recorded, but Licensee
acknowledges that Claris and its licensors retain ownership of the Software itself.
(d)
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 thisLicense, except that the EULA does not constitute the granting of any additional license to the Software.
(e)
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 educational institution (orequivalent) or higher education institution organized and operated exclusively for the purpose of teaching its
students.
2.

Restrictions(a)General Restrictions. Licensee acknowledges that the Software contains trade secrets and toprotect them, Licensee may not decompile, reverse engineer, disassemble or otherwise reduce the Software to
any human- perceivable form except as permitted under applicable law. Licensee may not modify, sell, rent, lease,loan, distribute (except as expressly permitted by this License), or create derivative works based upon the Softwarein whole or in part.
(b)
Notices. Licensee shall: (i) not remove any copyright notices or proprietary legends from theSoftware; (ii) reproduce on all copies of the Software the copyright notice and any other proprietary legends thatwere on the original copy of the Software; (iii) not disclose the unique License Key to anyone except as required touse the Software as permitted under this Agreement; and (iv) take reasonable steps to ensure that each user of
the Software is aware of and complies with the terms and conditions of this Agreement.

(c)Restricted Uses. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATIONS SYSTEMS, OR AIR TRAFFIC CONTROL OR SIMILAR
ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(d)No Transfer or Assignment. LICENSEE MAY NOT TRANSFER OR ASSIGN ANY PORTION OF THISAGREEMENT TO ANOTHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF CLARIS.
3.

Maintenance Software(a)Definitions.
(i)“Maintenance Software” includes both Upgrades and Updates.
(ii)“Upgrade” means an improvement to an existing product through addedfunctionality and/or enhanced performance.
(iii)“Update” means bug fix updates
containing fixes, compatibility updates to maintain compliance with specifications, andstandards compatibility updates to interoperate with specific standards.

(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 term of this Agreement. Claris will
provide or make available to Licensee a master copy of such Maintenance Software commercially released during
the term of this Agreement.
(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 as
special 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
SOLE DISCRETION. CLARIS AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THEY WILL DEVELOP OR
RELEASE ANY MAINTENANCE SOFTWARE DURING THE TERM OF THIS AGREEMENT. CLARIS AND ITS LICENSORS DO
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.

Term & Termination.

(a)
Initial Term. This Agreement will commence on the Contract Date and will terminate on the
Expiry Date stated in the Claris contract system (“Initial Term”), unless the Agreement is renewed or terminatedunder the provisions of this Section 4. Following the Initial Term, Licensee can:

or

(i)
(ii)

(iii)
current terms.

Renew the Agreement under Section 4(b);Terminate the Agreement under Section 4(d) and cease all use of the Software;
Relicense the software under another Claris license programs under its then-(b) Renewal Term(s). Following the Initial Term, the Agreement may be renewed for an additional oneyear term or a multi-year term (if approved by Claris) as follows.

Licensee must confirm its License Count on or before each annual anniversary date to Claris in writing and pay thethen current license renewal fees in order to renew the Agreement. Claris will confirm such renewal by issuing alicense certificate that states the new Expiry Date and updating the Claris contract system.
(c)
Breach. If any breach of this Agreement by Licensee continues for more than ten (10) days after
receipt of written notice of such breach by Claris, Claris may terminate this Agreement by written notice toLicensee, whereupon this Agreement and all rights granted to Licensee herein shall immediately cease. Breach ofthis Agreement includes, but is not limited to, Licensee’s failure to pay any license fees when due.
(d)Effect of Termination. Upon expiry or termination of this Agreement for any reason, all licenses
under this Agreement are immediately terminated, and Licensee will cease all use, installation and copying of the
Software. Within thirty (30) days following expiry or termination, Licensee must submit the required notice in the
Claris contract system, confirming that Licensee has ceased all use of the Software and confirming that copies of
the Software have been deleted or destroyed. If Claris does not receive Licensee’s notice within thirty (30) days,
then Claris may (i) invoice Licensee and Licensee is required to continue paying the license fees; and/or (ii) takesteps to deactivate the Software so that Licensee may not continue to use it. Any fees paid to Claris under thisAgreement are non-refundable upon expiry or termination of this Agreement.
(e)Survival. Sections 1(c), 2, 4, 5, 6, 7 and 11 shall survive expiry or termination of this Agreement.

5.
Limited Warranty. Claris warrants for a period of ninety (90) days from the initial Contract Date stated in
the Claris contract system that the Software as provided by Claris will substantially conform to the publishedspecifications for the Software available from Claris. Claris’s 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 media,
refund of the purchase price, or repair or replacement of the Software. THIS LIMITED WARRANTY IS THE ONLYWARRANTY PROVIDED BY CLARIS AND CLARIS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIESAND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE
SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. CLARIS DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR
THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE
SOFTWARE WILL BE CORRECTED. FURTHERMORE, CLARIS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONSREGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLARIS, OR
AN AUTHORIZED REPRESENTATIVE OF CLARIS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
6.
Limitation of Remedies and Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL
CLARIS, OR ITS LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGESTHAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF CLARIS, ITS LICENSORS OR AN
AUTHORIZED REPRESENTATIVE OF CLARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOMEJURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE. In no event
shall Claris or its licensors’ total liability for all damages, losses, and causes of action (whether in contract, tort(including negligence) or otherwise) exceed the amount paid under this Agreement. The parties agree that thislimitation of remedies and damages provision shall be enforced independently of and survive the failure ofessential purpose of any warranty remedy. THE ABOVE LIMITATION WILL NOT APPLY IN CASE OF PERSONAL INJURY
WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.
7.
Audit. No more than once per year and during ordinary business hours (after giving reasonable advancenotice) Claris, or at either party’s option, an independent third party reasonably acceptable to both parties, mayaudit Licensee and its records relating to its payment obligations under this Agreement for the purpose ofconfirming Licensee’s compliance with this Agreement. At the request of Claris, Licensee will provide aknowledgeable employee to assist in such audit. If such audit reveals that Licensee has underpaid amounts owing
to Claris under this Agreement, Licensee will promptly pay Claris such past due amounts. If the amount which
Licensee has underpaid in any period exceeds ten percent (10%) or more of the amounts actually owed to Claris
for such period, Licensee will promptly reimburse Claris for the direct out-of-pocket expenses incurred in
conducting such audit.
8.
Support. Claris is not obligated to provide Licensee any technical support services for Licensee’s use of
the Software under this Agreement. Licensee may order additional support services currently offered by Claris
during the term of this Agreement.
9.
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 that
Licensee 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.
10.
Government End Users. This Software and related documentation are “Commercial Items”, as that termis 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.
11.
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 License. Otherwise, this Agreement shallbe 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 fromapplication to this License. This Agreement constitutes the entire Agreement between the parties with respect 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 or
conditions 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 or
modification 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 or
preclude any other or further exercise of that or any other right or remedy.
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