Site License Agreement
The Site License Agreement software programs Claris FileMaker Pro (“FileMaker Pro”) and Claris FileMakerServer (“FileMaker Server”) and any other software programs listed on the software download page (“Software”) are licensed, not sold, 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 Site License
Agreement (“Agreement”). If Licensee does not agree to the terms of this Agreement, Licensee must notinstall, copy, download, access or use the Software, and Licensee must promptly notify Claris in writing.
1.

License.

(a)
License Grant. Licensee represents that the Initial Number of Seats stated on the software
download page is Licensee’s current total headcount for Licensee’s entire entity as identified by the Tax ID#, site
address or other identification acknowledged in writing by Claris (“License Count”). Upon payment of all applicable
fees and subject to the terms of this Agreement, Claris grants to Licensee a non-exclusive, perpetual (unlessterminated under Section 6), non-transferable license to make exact object code copies of FileMaker Pro andFileMaker Server software programs and any other software programs listed on the software download page(“Software”), and install and use such copies of the Software on computers owned or leased by Licensee or locatedat Licensee’s site address, as applicable. Licensee may not install more copies of FileMaker Server software thanthe License Count. Claris has provided Licensee with a unique License Key identified on the software download
page, and such License Key must be kept confidential and used solely for the purpose of enabling Licensee to use
the Software in accordance with the terms and conditions of this Agreement. Licensee shall be solely responsible
for all expenses incurred in the copying and installation of the Software by Licensee.
(b)Authorized Users. The Software may be used by all employees of Licensee at facilities governedby Licensee as identified by the Tax ID# or other identification acknowledged in writing by Claris. If Licensee is an
educational institution, the Software may only be used by Licensee’s enrolled students, faculty, teaching assistants,
administrators and staff on Licensee’s computers at facilities governed by Licensee. Licensee will use commerciallyreasonable efforts to restrict network or any other access to the Software by anyone outside of Licensee’s facilities
who is not authorized to use the Software. Temporary employees, contractors, and consultants of Licensee whowork on-site at Licensee’s facilities may also use the Software in connection with the operation of the business ofLicensee so long as such temporary employees, contractors and consultants were included in the Initial Number ofSeats. Any copies of the Software used by temporary employees, contractors and consultants must be removed
from such individual’s computers once they cease working at Licensee’s facilities.
(c)
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.
(d)Increased License Count. The parties acknowledge that License Count may increase during theterm of this Agreement. Licensee is not obligated to pay Claris for increased License Count during the Maintenance
Period (as defined in Section 3(b)) or during any single annual term if under a multi-year Maintenance contract solong as the total License Count does not exceed an amount greater than 10% above the Initial Number of Seats. At
the end of the Maintenance Period, if the Agreement is renewed then Licensee will pay the new licensee fees forthe increased License Count and Licensee will pay the renewal maintenance fees for the remaining License Count.
If you are under a multi-year Maintenance contract, within (30) thirty days of the end of each annual term you will

need to count and purchase any additional seats used during that annual term even if you did not exceed 10%. If
the total License Count has increased by more than 10% during the Maintenance Period or any single annual term
if under a multi-year Maintenance contract, then Licensee will pay Claris the new license fees before such Software
is used and based on Claris then-current license fees. If Licensee fails to pay the new license fees, then Licensee’s
rights to use any Maintenance Software under Section 3 shall terminate and Licensee shall only use a quantity ofSoftware that does not exceed the Initial Number of Seats.
(e)
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.
(f)
FileMaker Clients. FileMaker Server Software includes the rights to access data stored in thedatabase server using Claris FileMaker WebDirect (“FileMaker WebDirect”) web browser clients, Claris FileMakerGo (“FileMaker Go”) clients and FileMaker Pro clients (collectively “Client(s)”). Each Authorized User may use any
Client to connect to FileMaker Server. FileMaker WebDirect and FileMaker Go clients are not restricted for use byAuthorized Users (as defined in Section 1(b)).
(g)
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”) Licensee receives with its Site License contract. For inbound Data Requests (pulling data intothe database on Licensee’s FileMaker Server) Licensee has unlimited API Data Transfer. For outbound Data
Requests (pushing data out from the database on Licensee’s FileMaker Server) Licensee is limited to the API Data
Transfer included with its Site License contract along with any additional API Data Transfer that it purchases. TheAPI Data Transfer Licensee receives under its Site License contract is shared among all the copies of FileMaker
Server it installs. The API Data Transfer Licensee receives is for an annual term based on the start date of Licensee’scontract, and any unused API Data Transfer will not roll over to the next annual term.
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 SOFTWARE
OR 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, LIFESUPPORT 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 THE PRIOR WRITTEN CONSENT OF CLARIS.
(d)
No Hosting for Third Parties. Licensee may only use the Software to host applications owned byLicensee. Licensee may not use the Software to host applications owned by third parties, notwithstanding anyother terms in this Agreement.
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 tomaintain compliance with specifications, and standards compatibility updates to interoperatewith 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 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
SOLE DISCRETION. CLARIS AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THEY WILL DEVELOP ORRELEASE ANY MAINTENANCE SOFTWARE DURING THE TERM OF THESE MAINTENANCE TERMS. CLARIS AND ITS
LICENSORS DO NOT WARRANT THAT THE MAINTENANCE SOFTWARE WILL BE PROVIDED TO LICENSEE OR MADEAVAILABLE WITHIN ANY SPECIFIED TIME PERIOD FOLLOWING THE COMMERCIAL RELEASE OF SUCH MAINTENANCE
SOFTWARE.
4.
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 a Claris authorized 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 IMPLIED WARRANTIES,CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR APARTICULAR 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. CLARIS DOESNOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THATDEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BYCLARIS OR AN CLARIS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. BECAUSE SOME JURISDICTIONSDO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS THEABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THE TERMS OF THIS DISCLAIMER AND THE LIMITED WARRANTYUNDER THIS SECTION 4 DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING THESOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITYFOR DEATH OR PERSONAL INJURY CAUSED BY CLARIS’S NEGLIGENCE.
5.

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, WHETHERFORESEEABLE 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 5(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’S 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 5 MAY NOT APPLY TOLICENSEE. NOTHING IN THIS AGREEMENT AFFECTS OR PREJUDICES THE STATUTORY RIGHTS OF A CONSUMERACQUIRING THE SOFTWARE OTHERWISE THAN IN THE COURSE OF A BUSINESS.
6.
Termination. If any breach of this Agreement by Licensee continues for more than thirty (30) days afterreceipt 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, 9 & 10 shallsurvive termination or cancellation of this Agreement.
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, mayaudit 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 owingto 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 theSoftware 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 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.
10.
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 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 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 “CommercialComputer 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.
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